American Homes 4 Rent (Form: S-11/A, Received: 06/25/2013 17:28:37)

(Pro Forma Annualized EBITDA Contribution during the Measurement Period - $14.0 million)

x 4,375,000

$14.0 million

x 4,375,000

As filed with the Securities and Exchange Commission on June 25, 2013

Registration No. 333-189103

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 1 TO

FORM S-11

FOR REGISTRATION UNDER

THE SECURITIES ACT OF 1933 OF SECURITIES

OF CERTAIN REAL ESTATE COMPANIES

AMERICAN HOMES 4 RENT

(Exact name of registrant as specified in governing instruments)

22917 Pacific Coast Highway, Suite 300

Malibu, California 90265

(310) 494-2200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sara H. Vogt-Lowell

Senior Vice President and Chief Legal Officer

American Homes 4 Rent

22917 Pacific Coast Highway, Suite 300

Malibu, California 90265

(310) 494-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

James E. Showen

G. Allen Hicks

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, D.C. 20004

Phone: (202) 637-5600

Facsimile: (202) 637-5910

William J. Cernius

Latham & Watkins LLP

650 Town Center Drive, 20 ^th Floor

Costa Mesa, California 92626

Phone: (714) 540-1235

Facsimile: (714) 755-8290

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (do not check if a smaller reporting company)	Smaller reporting company	¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated , 2013

PROSPECTUS

LOGO

CLASS A COMMON SHARES

American Homes 4 Rent is an internally managed Maryland real estate investment trust, or REIT, focused on acquiring, renovating, leasing and operating single-family homes as rental properties. This is our initial public offering, and no public market currently exists for our shares. We are offering Class A common shares of beneficial interest, $0.01 par value per share, or our Class A common shares, and the selling shareholders named in this prospectus (none of whom is an officer or trustee of American Homes 4 Rent) are selling of our Class A common shares. We will not receive any proceeds from the sale of our Class A common shares by the selling shareholders.

We intend to apply to list our Class A common shares on the New York Stock Exchange, or the NYSE, under the symbol “AMH.” We expect the initial public offering price of our Class A common shares to be between $ and $ per share.

We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws, commencing with our taxable year ended December 31, 2012, and we expect to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws for our taxable year ending December 31, 2013, and subsequent taxable years.

We are an “emerging growth company” under the U.S. federal securities laws and will be subject to reduced public company reporting requirements. Investing in our Class A common shares involves risks. See “ Risk Factors ” beginning on page 21 for factors you should consider before investing in our Class A common shares.


	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling shareholders	$	$

We have granted the underwriters an option to purchase up to an additional Class A common shares from us at the initial public offering price, less the underwriting discount, within 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A common shares on or about , 2013.


Goldman, Sachs & Co.		BofA Merrill Lynch		J.P. Morgan		Wells Fargo Securities

Citigroup Credit Suisse FBR Jefferies Raymond James

Prospectus dated , 2013

TABLE OF CONTENTS


Prospectus Summary			1
Risk Factors			21
Forward-Looking Statements			55
Use of Proceeds			58
Distribution Policy			59
Capitalization			61
Dilution			62
Selected Consolidated Financial Information			63
Management’s Discussion and Analysis of Financial Condition and Results of Operations			65
Industry Overview and Market Opportunity			79
Our Business and Properties			114
Management			132
Certain Relationships and Related Party Transactions			155
Investment Policies and Policies with Respect to Certain Activities			163
Structure and Formation of Our Company			166
Principal Shareholders			167
Selling Shareholders			169
Description of Equity Shares			170
Shares Eligible for Future Sale			178
Operating Partnership and the Partnership Agreement			182
Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws			191
Material U.S. Federal Income Tax Considerations			197
Underwriting			224
Legal Matters			228
Experts			229
Where You Can Find More Information			230
Index to Financial Statements			F-1

You should rely only on the information contained in this prospectus, any free writing prospectus prepared by us or other information to which we have referred you. We have not, and the selling shareholders and the underwriters have not, authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the selling shareholders and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus and any free writing prospectus is accurate only as of their respective dates or on the date or dates that are specified in these documents. Our business, financial condition, results of operations, and prospects may have changed since those dates.

Dealer Prospectus Delivery Requirement

Until , 2013 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Market, Industry and Other Data

We disclose estimates, forecasts and projections throughout this prospectus, in particular in the sections entitled “Prospectus Summary,” “Industry Overview and Market Opportunity” and “Our Business and Properties.” We have obtained a significant amount of this information from a market study prepared for us in connection with this offering by John Burns Real Estate Consulting, or JBREC. We have agreed to pay JBREC a total fee of $44,730 for that market study, of which $16,625 has been paid and $28,105 will be paid upon completion of this offering. Such information is included in this prospectus in reliance on JBREC’s authority as an expert on such matters. The estimates, forecasts and projections prepared by JBREC are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of JBREC. No assurance can be given regarding the accuracy or appropriateness of the assumptions and judgments made, or the methodologies used, by JBREC. There is no assurance that any of the forecasted or projected outcomes will be achieved, and investors should not unduly rely on them. Except as required by law, we are not obligated to, and do not intend to, update the statements in this prospectus to conform to actual outcomes or changes in our or JBREC’s expectations. See “Experts.”

In addition, we have obtained certain market and industry data from publicly available industry publications. These sources generally state that the information they provide has been derived from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. We believe that these data are generally reliable, but we have not independently verified this information.

Certain Terms Used in This Prospectus

Unless the context otherwise requires or indicates, we define certain terms in this prospectus as follows:

“We,” “our company,” “the Company,” “the REIT,” “our” and “us” refer to American Homes 4 Rent, a Maryland real estate investment trust, and its subsidiaries taken as a whole (including our operating partnership and its subsidiaries).

“Our operating partnership” refers to American Homes 4 Rent, L.P., a Delaware limited partnership, and its subsidiaries taken as a whole.

“AH LLC” refers to American Homes 4 Rent, LLC, a Delaware limited liability company formed by B. Wayne Hughes, our founder and chairman of our board of trustees.

“Alaska Joint Venture” refers to an investment vehicle between AH LLC and the Alaska Permanent Fund Corporation, acting for and on behalf of the funds that the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest, or APFC.

“Alaska Joint Venture Acquisition” refers to our operating partnership’s acquisition of the Alaska Joint Venture on June 11, 2013. Unless the context otherwise requires or indicates, all references to our business, our portfolio and our acquisition and management activities reflect the completion of the Alaska Joint Venture Acquisition. See “Certain Relationships and Related Party Transactions” for more information on the Alaska Joint Venture Acquisition.

“Our former manager” refers to our former external manager and advisor, American Homes 4 Rent Advisor, LLC, a Delaware limited liability company previously wholly owned by AH LLC, that, following the Management Internalization, became wholly owned by us.

“Our former property manager” refers to American Homes 4 Rent Management Holdings, LLC, a Delaware limited liability company previously wholly owned by AH LLC, that, following the Management Internalization, became wholly owned by us.

“AH LLC Portfolio” refers to the 2,770 single-family homes that we purchased from AH LLC on February 28, 2013.

“Acquisition cost” means:

•

with respect to single-family homes in the AH LLC Portfolio, AH LLC’s actual purchase price of the property (including closing and other title or escrow costs), without giving effect to the $491.7 million maximum agreed upon valuation of the AH LLC Portfolio under the terms of the contribution agreement pursuant to which we acquired the portfolio.

•

with respect to all other single-family homes, the actual purchase price of the property (including broker commissions and closing costs) plus a 5% acquisition fee.

“Estimated renovation costs” refer to the costs incurred or expected to be incurred in preparing the property for rent plus a 5% renovation fee payable to AH LLC. Estimated renovation costs represent the total costs to renovate a property to prepare it for rental. These costs typically include paint, flooring, appliances, blinds and landscaping.

“Estimated total investment” means the sum of the property’s acquisition cost plus its estimated renovation costs payable to AH LLC.

“Management Internalization” refers to our operating partnership’s acquisition of our former manager and our former property manager from AH LLC on June 10, 2013, at which time all administrative, financial, property management and marketing and leasing personnel, including executive management became our fully dedicated personnel. Acquisition and renovation personnel remain employees of AH LLC until December 10, 2014. Unless the context otherwise requires or indicates, all references to our business, our portfolio and our acquisition and management activities reflect the completion of the Management Internalization and include the acquisition and management activities of AH LLC, our former manager and our former property manager. See “Certain Relationships and Related Party Transactions” for more information on the Management Internalization.

“RJ joint ventures” refers to two investment vehicles with accredited investors identified by Raymond James & Associates, Inc. in which we own an approximately one-third interest.

iii

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including, in particular, the “Risk Factors” section beginning on page 21 of this prospectus, as well as the financial statements and related notes included elsewhere in this prospectus.

Overview

We are an internally managed Maryland real estate investment trust, or REIT, focused on acquiring, renovating, leasing and operating single-family homes as rental properties. We commenced operations in November 2012 to continue the investment activities of AH LLC, which was founded by our chairman, B. Wayne Hughes, in 2011 to take advantage of the dislocation in the single-family home market. Mr. Hughes has over 40 years of experience in the real estate business and a successful track record as co-founder and former chairman and chief executive officer of Public Storage, a REIT listed on the New York Stock Exchange, or the NYSE. We have an integrated operating platform that consists of approximately 205 personnel dedicated to property management, marketing, leasing, financial and administrative functions. Our acquisition and renovation functions are performed by AH LLC, to whom we will continue to pay an acquisition and renovation fee through December 2014.

As of May 31, 2013, we owned 16,121 single-family properties for an estimated total investment of $2.8 billion and had an additional 1,455 properties in escrow that we expected to acquire, subject to customary closing conditions, for an estimated total investment of $247 million. As of May 31, 2013, we owned properties in selected sub-markets of metropolitan statistical areas, or MSAs, in 21 states, and we continually evaluate potential new target markets that fit our underwriting criteria and are located where we believe we can achieve sufficient scale for internalized property management.

We intend to use the net proceeds of this offering to continue to acquire and renovate single-family properties, including certain escrow properties, and to repay indebtedness we have incurred or expect to incur under our credit facility. In addition to single-family properties, we may also seek to invest in condominium units, townhouses and real estate-related debt investments. Our investments may be made directly or through investment vehicles with third-party investors. In addition to individual property purchases, we may pursue bulk acquisitions from financial institutions, government agencies and competitors.

We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws, commencing with our taxable year ended December 31, 2012, and we expect to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws for our taxable year ending December 31, 2013, and subsequent taxable years.

Our Properties

The table below summarizes certain information with respect to our owned properties as of May 31, 2013.

Our Owned Properties ⁽¹⁾


Market	Properties Owned					Estimated Total Investment ⁽²⁾ ⁽⁵⁾				Estimated Total Book Value ⁽³⁾ ⁽⁵⁾				Averages per Property
	Properties Owned					Estimated Total Investment ⁽²⁾ ⁽⁵⁾				Estimated Total Book Value ⁽³⁾ ⁽⁵⁾				Square Footage		Property Age (years)
	Units		% of Total			$ millions		Avg. per Property		$ millions		Avg. per Property		Square Footage		Property Age (years)
Dallas-Fort Worth, TX		1,363		8.5	%	$	226.9	$	166,448	$	219.1	$	160,750		2,216		10.3
Indianapolis, IN		1,292		8.0	%		191.4		148,169		185.4		143,518		1,873		11.6
Greater Chicago area, IL and IN		1,157		7.2	%		186.5		161,208		175.2		151,420		1,867		12.4
Atlanta, GA		1,096		6.8	%		197.0		179,707		178.0		162,439		2,177		13.3
Houston, TX		958		5.9	%		168.4		175,751		168.4		175,751		2,290		9.7
Phoenix, AZ		848		5.3	%		132.3		156,039		122.1		143,942		1,822		11.1
Nashville, TN		748		4.6	%		157.7		210,791		150.2		200,780		2,199		9.5
Jacksonville, FL		741		4.6	%		114.9		155,030		111.0		149,806		1,943		9.9
Cincinnati, OH		733		4.5	%		127.9		174,502		123.6		168,621		1,843		12.1
Tampa, FL		714		4.4	%		144.3		202,150		136.2		190,758		2,107		10.3
All Other ⁽⁴⁾		6,471		40.1	%		1,163.6		179,811		1,126.7		174,113		1,913		11.0

Total / Average		16,121		100.0	%	$	2,810.8	$	174,358	$	2,695.9	$	167,227		1,988		11.1

(1)	Includes 4,778 single-family properties acquired in the Alaska Joint Venture Acquisition on June 11, 2013. Excludes 377 properties owned by the RJ joint ventures.

(2)

For properties that we acquired directly, Estimated Total Investment represents our actual purchase price (including closing costs) and estimated renovation costs plus a 5% acquisition and renovation fee, if applicable. Estimated renovation costs represent the total costs we have incurred or expect to incur to renovate a property to prepare it for rental. These costs typically include paint, flooring, appliances, blinds and landscaping. Estimated Total Investment differs from Estimated Total Book Value only with respect to the properties contributed by AH LLC. For properties contributed by AH LLC, Estimated Total Book Value is an estimate of the properties’ GAAP book value, which includes estimates for renovation costs we expect to incur. These properties were recorded at the net book value of AH LLC as of the date of contribution. See note 3 below. GAAP means U.S. generally accepted accounting principles.

(3)

Estimated Total Book Value represents the estimated book value on a GAAP basis of all properties. In the case of AH LLC’s contribution of properties to us, for GAAP purposes these transactions are considered to be transactions between entities under common control under the provisions of the Accounting Standards Codification, or ASC, 805, Business Combinations . As a result, these properties have been reflected at the net carrying cost of AH LLC. For the properties acquired from the Alaska Joint Venture, the $904.5 million purchase price has been allocated among the properties in accordance with GAAP. For all other properties, Estimated Total Book Value represents the actual purchase price (including closing costs) and renovation costs plus a 5% acquisition and renovation fee. Estimated renovation costs represent the total costs we have incurred or expect to incur to renovate a property to prepare it for rental. These costs typically include paint, flooring, appliances, blinds and landscaping.

(4)	Represents 35 markets in 19 states.

(5)

Estimated Total Investment and Estimated Total Book Value each include estimated renovation costs in the aggregate of approximately $160 million, approximately $105 million of which represents actual renovation costs incurred through May 31, 2013 and approximately $55 million of which represents estimated remaining costs we expect to incur as of that date to complete the renovation of these properties.

The table below summarizes certain information with respect to properties in escrow as of May 31, 2013.

Properties in Escrow ⁽¹⁾


	Properties in Escrow									Estimated Total Investment ⁽²⁾
Market	Units		% of Total			Avg. Sq.Ft.		Avg. Age (years)		$ millions		Avg. per Property
Dallas-Fort Worth, TX		34		2.3	%		2,087		10.7	$	5,674	$	166,874
Indianapolis, IN		201		13.8	%		1,798		11.7		29,329		145,917
Greater Chicago area, IL and IN		80		5.5	%		1,868		12.5		14,472		180,903
Atlanta, GA		17		1.2	%		2,154		9.4		2,512		147,751
Houston, TX		7		0.5	%		2,552		10.4		1,135		162,090
Phoenix, AZ		22		1.5	%		1,701		13.0		3,989		181,301
Nashville, TN		63		4.3	%		2,087		7.2		12,334		195,783
Jacksonville, FL		35		2.4	%		1,734		9.3		4,840		138,278
Cincinnati, OH		139		9.6	%		1,850		11.0		23,053		165,850
Tampa, FL		24		1.6	%		1,958		11.0		4,314		179,742
All Other ⁽³⁾		833		57.3	%		1,875		10.7		145,798		175,028

Total/Average		1,455		100.0	%		1,878		10.8	$	247,450	$	170,068

(1)	Includes properties in escrow subject to customary closing conditions. Does not include properties in escrow subject to lender approval. Properties in escrow are typically not occupied at the closing date.

(2)

Estimated Total Investment represents our actual purchase price (including closing costs) and estimated renovation costs plus a 5% acquisition and renovation fee. Estimated renovation costs represent the total costs we expect to incur to renovate a property to prepare it for rental. These costs typically include paint, flooring, appliances, blinds and landscaping.

(3)	Represents 29 markets in 17 states.

Between June 1, 2013 and , 2013 (the latest practicable date before the commencement of this offering), (1) we acquired approximately properties with an estimated total investment of $ (including properties in escrow as of May 31, 2013) and (2) we entered into escrows with an additional approximately properties with an estimated total investment of $ . These properties are in the same markets and have the same general characteristics as the properties described in the tables above. Approximately % of the properties acquired between June 1, 2013 and , 2013 were purchased in trustee auctions and the balance through other acquisition channels.

Industry Overview and Market Opportunity

Residential housing is the largest real estate asset class in the United States with a size of approximately $17.7 trillion, according to the 2012 fourth quarter Federal Reserve Flow of Funds release. Historically, according to the U.S. Census Bureau, approximately one-third of this asset class has been rented and single-family homes currently comprise roughly one-third of all residential rental housing. While a large and growing asset class, single-family rental properties have historically been managed by relatively small-scale, “mom and pop” owner-operators or by a limited number of local and regional property management organizations. More recently, the ownership profile of single-family rental properties has shifted to larger investors and national owner-operators, including our company, seeking to efficiently acquire large numbers of homes at distressed values, generate attractive rental cash flow streams and benefit from any potential home price appreciation.

After nearly a decade of solid home price appreciation from 1998 to 2006, which we believe in many markets was in excess of underlying fundamentals, a significant over-correction has occurred in the pricing of the single-family housing sector. Home prices declined approximately 35% in some of the largest U.S. housing markets (as measured by the not-seasonally adjusted CoreLogic/Case-Shiller Composite 20 Home Price Index from its peak on July 1, 2006 to its trough on March 1, 2012). While prices have begun to recover, with a 5% recovery of the 30% peak to trough correction nationally per JBREC’s Burns Home Value Index, we believe that a substantial number of non-performing loans, or NPLs, will need to be resolved over the next five years, including through foreclosure, short sale or conversion through a bank deed-for-lease program. As a result, we believe there may be the opportunity for experienced and well-capitalized operators to acquire large volumes of single-family rental homes at attractive pricing.

Over the past two years, the U.S. rental housing market has begun a sustained recovery. In many markets, rental vacancies have fallen and rents have risen, even in areas hardest hit during the housing and economic downturn.

The recent drop in home prices, constraints on mortgage lending, job volatility requiring greater geographic mobility, economic uncertainty, evolving demographics and expanded rental options are changing the way many Americans live. Many people, who in the past might have become homeowners, are instead becoming long-term renters of single-family homes. According to JBREC, for every 1.0% decline in the homeownership rate, the occupants of approximately 1.1 million homes become prospective tenants. The U.S. Census Bureau reports the national homeownership rate was 65.0% in the first quarter of 2013, which is down from a peak of 69.2% in the fourth quarter of 2004. JBREC believes that the homeownership rate will continue to decrease through 2015 and overcorrect at approximately 63%, before increasing again towards the historical average of 65.4%.

There has been an over-correction in housing prices in certain housing markets. As the economy slowly strengthens and the housing market returns to long-term pricing norms, or reverts to mean pricing levels, we believe there is the potential for home price appreciation.

Our Competitive Strengths

We believe that the following strengths enable us to implement our business and growth strategies and compete effectively in the single-family home rental market. For more information, see “Our Business and Properties—Our Competitive Strengths.”

•

Experienced and tenured management team . We believe the significant experience, expertise and relationships of our executive team drive our business and growth. Our executive team, headed by Mr. Hughes, our Chairman, David Singelyn, our Chief Executive Officer, Jack Corrigan, our Chief Operating Officer, and Peter J. Nelson, our Chief Financial Officer, each of whom is a former executive of Public Storage, has a successful track record of managing and growing a publicly traded REIT through all stages of the real estate investment cycle. Among other executive positions they have held, Mr. Singelyn was treasurer of Public Storage and was chief executive officer of Public Storage Canadian Properties, or Public Storage Canada, a real estate company previously listed on the Toronto Stock Exchange, and American Commercial Equities, LLC, or ACE; Mr. Corrigan was the chief financial officer of PS Business Parks, a NYSE-listed REIT; and Mr. Nelson was the chief financial officer of Lennar Partners, Inc. and Alexandria Real Estate Equities, Inc., a NYSE-listed REIT.

•

Large, diversified portfolio of high-quality properties . As of May 31, 2013, we owned 16,121 single-family properties concentrated in select sub-markets of MSAs within 21 states. These homes are located in neighborhoods of cities that we believe remain desirable places to live, despite significantly impacted home prices. In addition, we continually evaluate potential new markets across the country. We are focused on acquiring homes with a number of key property characteristics, including: (i) construction after 1990; (ii) three or more bedrooms; (iii) two or more bathrooms; (iv) a range of

$70,000 estimated minimum valuation to $400,000 maximum bid price; and (v) estimated renovation costs not in excess of 25% of estimated value. We target areas with above average median household incomes, well-regarded school districts and access to desirable lifestyle amenities. We believe that homes in these areas will attract tenants with strong credit profiles, produce high occupancy and rental rates and generate long-term property appreciation. Not all of the homes that we may acquire will meet all of these criteria, especially if acquired as part of a bulk purchase.

Monthly Acquisition, Renovation and Leasing Rates

(As of May 31, 2013)

LOGO

•

Substantial Renovation Capabilities . AH LLC has an in-house team of 253 dedicated personnel to oversee the renovation process. This team focuses on renovating our homes to meet our quality standards prior to leasing. We estimate that AH LLC generally completes property renovations within approximately 90 days after a property is available for renovation. From January 1 to May 31, 2013, we completed renovations on 6,800 properties, 1,604 of which were completed in April and 1,912 of which were completed in May.

•

As of May 31, 2013, we had approximately 7,900 leased properties. The following table summarizes our leasing experience as of May 31, 2013.

Our Leasing Experience


	Number of Properties ⁽¹⁾							Occupancy % ⁽³⁾			Average Annual Scheduled Rent per Property		Number of Properties ⁽¹⁾					Occupancy % ⁽⁵⁾			Average Annualized Scheduled Rent per Property
Market	Not Rent Ready		Available for Rent 30+ Days ⁽²⁾			Leased		Occupancy % ⁽³⁾			Average Annual Scheduled Rent per Property		Available for Rent 90+ Days ⁽⁴⁾			Leased		Occupancy % ⁽⁵⁾			Average Annualized Scheduled Rent per Property
Dallas-Fort Worth, TX		562		678			636		93.8	%	$	17,073		402			377		93.8	%	$	16,781
Indianapolis, IN		518		569			520		91.4	%		14,392		268			250		93.3	%		14,250
Greater Chicago area, IL and IN		737		320			282		88.1	%		18,989		167			155		92.8	%		18,687
Atlanta, GA		207		753			722		95.9	%		15,785		536			523		97.6	%		15,732
Houston, TX		500		388			340		87.6	%		16,993		203			188		92.6	%		16,552
Phoenix, AZ		97		739			646		87.4	%		13,043		577			523		90.6	%		13,087
Nashville, TN		185		497			458		92.2	%		17,906		361			342		94.7	%		18,069
Jacksonville, FL		143		523			515		98.5	%		15,170		388			387		99.7	%		15,268
Cincinnati, OH		255		384			300		78.1	%		16,735		188			172		91.5	%		16,750
Tampa, FL		90		491			380		77.4	%		18,235		260			230		88.5	%		17,640
All Other		2,656		2853	⁽⁶⁾		2,470		86.6	%		16,155		1791	⁽⁷⁾		1,677		93.6	%		16,005

Total / Average		5,950		8,195			7,269		88.7	%	$	16,117		5,141			4,824		93.8	%	$	15,943

(1)	Includes single-family properties acquired in the Alaska Joint Venture Acquisition on June 11, 2013.

(2)	Available for Rent 30+ Days represents the number of properties that have been leased or are available for rent (i.e., “rent-ready”) for a period of greater than 30 days.

(3)	Occupancy percentage is computed by dividing the number of leased properties by the number of properties available for rent 30+ days.

(4)	Available for Rent 90+ Days represents the number of properties that have been leased or are available for rent (i.e., “rent-ready”) for a period greater than 90 days.

(5)	Occupancy percentage is computed by dividing the number of leased properties by the number of properties available for rent 90+ days.

(6)	Represents 27 markets in 16 states.

(7)	Represents 22 markets in 13 states.

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Substantial alignment of interests of AH LLC and management with our shareholders . Through the Management Internalization, our operating partnership acquired our former manager and former property manager from AH LLC, and we became an internally managed REIT with an integrated operating platform, other than the acquisition and renovation services that AH LLC continues to provide us, on an exclusive basis, until December 10, 2014. In connection with the Management Internalization, AH LLC also received convertible equity securities in our operating partnership that are linked to favorable financial metrics and share appreciation. Upon completion of this offering, AH LLC will own approximately % of our Class A common shares on a fully diluted basis (or % if the underwriters exercise their option to purchase additional shares in full), and members of our executive team will collectively own approximately % of our Class A common shares on a fully diluted basis (or % if the underwriters exercise their option to purchase additional shares in full). As a result, we believe that the economic interests of AH LLC and management are substantially aligned with those of our shareholders.

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certain circumstances. In June 2013, we entered into a temporary six-month increase in the credit facility to $1 billion. At June 21, 2013, we had $450 million of borrowings outstanding under our credit facility, all of which we intend to repay with the net proceeds of this offering. At March 31, 2013, we had approximately $1.7 billion in assets.

Our Business and Growth Strategies

Our primary objective is to generate attractive risk-adjusted returns for our shareholders through dividends and capital appreciation. We believe we can achieve this objective by pursuing the following strategies. For more information, see “Our Business and Properties—Our Business and Growth Strategies.”

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Assemble a geographically diversified portfolio. We currently are focusing on acquiring single-family homes in selected sub-markets of MSAs within 21 states, with an emphasis on achieving critical mass within each target market. We continually evaluate potential new markets where we may make investments and establish operations as opportunities emerge. We select our markets based on steady population growth, strong rental demand and a high level of distressed sales of homes that can be acquired below replacement cost, providing for attractive potential yields and capital appreciation.

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Establish a nationally recognized brand. We are striving to establish “American Homes 4 Rent” as a nationally recognized brand because we believe that establishing a brand well-known for quality, value and tenant satisfaction will help attract and retain tenants and qualified personnel, as well as support higher rental rates. We believe our brand is gaining recognition within a number of our markets.

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Optimize capital structure. We may use leverage to increase potential returns to our shareholders, but we will seek to maintain a conservative and flexible balance sheet. We may also access additional financing markets, including issuing preferred shares. Based in part on our executive team’s experience at Public Storage, we believe that preferred shares may provide an attractive source of permanent capital.

Recent Developments

Management Internalization

Summary descriptions of certain components of the Management Internalization are set forth below. For more information regarding the terms of the Management Internalization, see “Certain Relationships and Related Party Transactions—Management Internalization.”

Acquisition of Former Manager and Former Property Manager

Our operating partnership acquired our former manager and our former property manager from AH LLC in exchange for 4,375,000 Series D convertible units of limited partnership interest in our operating partnership, or Series D units, and 4,375,000 Series E convertible units of limited partnership interest in our operating partnership, or Series E units. All administrative, financial, property management, marketing and leasing personnel, including executive management, became fully dedicated to us. Acquisition and renovation personnel have continued to remain employees of AH LLC or its affiliates. After September 10, 2014, we have the right to offer employment to all such personnel, which employment would commence on December 10, 2014, and AH LLC is obligated to cooperate in transitioning those employees who accept our offers of employment. Our Chief Operating Officer, Mr. Corrigan, remains responsible for overall acquisition and renovation activity.

Amended and Restated Agreement on Investment Opportunities

Upon completion of our initial private placement in November 2012, we entered into an agreement on investment opportunities with AH LLC. As part of the Management Internalization, this agreement was amended and restated as follows:

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Exclusive Acquisition Vehicle. Under the original agreement, we were AH LLC’s exclusive vehicle for acquiring single-family properties, subject to certain limited exceptions. However, AH LLC was permitted to render property management and investment advisory fee services for third parties. After the Management Internalization, we now render these services, and AH LLC is precluded from doing so.

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Acquisition Fees . We pay AH LLC a fee equal to 5% of the sum of the purchase price and initial renovation costs of each property that we acquire, and AH LLC pays all expenses related to acquisition and renovation personnel, including all internal and third-party costs related to the investigation of properties not acquired by us. Under the amended and restated agreement, on December 10, 2014, we will cease paying this fee to AH LLC, and AH LLC will cease rendering acquisition and renovation services for us. After September 10, 2014, we will have the right to offer employment that would commence on December 10, 2014 to all of AH LLC’s acquisition and renovation personnel necessary for our operations, and AH LLC is required to cooperate in transitioning any employees who choose to accept our offer. In addition, the amended and restated agreement provides that no acquisition fee was payable to AH LLC by any party in connection with the Alaska Joint Venture Acquisition.

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Intellectual Property Fee . During the period that we pay AH LLC a fee for acquisition and renovation services, AH LLC is required to pay us a monthly fee of $100,000 for maintenance and use of certain intellectual property transferred to us in the Management Internalization.

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Future Investment Vehicles . Under the original agreement on investment opportunities, AH LLC received 80% of the promoted interests in respect of outside capital invested in any investment vehicles formed after our initial private placement and before November 21, 2015 throughout the terms of those vehicles. Under the amended and restated agreement, AH LLC has foregone any right to receive any promoted interests in any investment vehicles formed after the closing of the Management Internalization.

Alaska Joint Venture Acquisition

In July 2012, AH LLC entered into an investment vehicle with the Alaska Permanent Fund Corporation, acting on behalf of funds that the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest, or APFC, which we refer to as the “Alaska Joint Venture.” APFC contributed $600 million to the Alaska Joint Venture, and AH LLC contributed an additional $150 million. AH LLC had a promoted interest in the Alaska Joint Venture in addition to owning 20% of its equity.

As of April 12, 2013, the Alaska Joint Venture owned 4,778 single-family properties for an estimated total investment of $730.4 million (excluding 43 California properties that were sold to a third party for approximately $11.3 million at a gain of approximately $2.2 million) and had an additional 18 properties in escrow that are expected to be acquired, subject to customary closing conditions, for an additional estimated total investment of $2.6 million. As of May 31, 2013, approximately 3,730 of the Alaska Joint Venture’s 4,778 properties were rent-ready, including approximately 3,318 that were leased.

On June 11, 2013, we acquired the Alaska Joint Venture in exchange for 43,609,394 Class A common shares issued to APFC and 12,395,965 Class A units of limited partnership in our operating partnership, or Class A units, issued by our operating partnership to AH LLC, based upon an agreed upon valuation of approximately $904.5 million. On that date, the Alaska Joint Venture became wholly owned by our operating partnership. For more information regarding the Alaska Joint Venture and the Alaska Joint Venture Acquisition, see “Certain Relationships and Related Party Transactions—Alaska Joint Venture Acquisition.”

Transactions Regarding the RJ Joint Ventures

In addition to the Alaska Joint Venture, AH LLC has formed the RJ joint ventures to own and operate residential homes as rental properties. The RJ joint ventures have raised a total of approximately $45 million from high net worth individual investors and currently own an aggregate of 377 homes in 12 markets. In a series of transactions between December 2012 and June 2013, we acquired AH LLC’s approximate one-third interest in the RJ joint ventures for approximately $22 million in exchange for approximately 1,360,000 Class A units. For more information regarding our acquisition of AH LLC’s interest in the RJ joint ventures, see “Certain Relationships and Related Party Transactions—Transactions Regarding the RJ Joint Ventures.”

Option Settlement

Upon completion of our initial private placement in November 2012, we entered into a subscription agreement with AH LLC under which we provided AH LLC the option to purchase $50 million of our Class A common shares for cash at $15.00 per share no later than November 21, 2015 or at the time of our initial public offering, whichever is earlier. On April 16, 2013, we and AH LLC entered into an amendment to the subscription agreement that resulted in our issuance of net Class A common shares to AH LLC having a value, based on $17.25 per share, equal to the excess of $17.25, the then most recent per share price at which our Class A common shares were traded as reported by the FBR PLUS System, over $15.00 per share (i.e., $2.25 per share), multiplied by the number of shares subject to the original option, resulting in a total issuance of 434,783 Class A common shares. These shares are subject to restrictions on resale.

Our Structure

We were formed as a Maryland REIT on October 19, 2012. The following chart illustrates our organizational structure, after giving effect to this offering (assuming no exercise by the underwriters’ option to purchase additional shares):

LOGO

¹	Our trustees, our executive officers, our dedicated personnel and others have been granted options to purchase an aggregate 670,000 of our Class A common shares under the American Homes 4 Rent 2012 Equity Incentive Plan, or the 2012 Incentive Plan.

²	Consists of 3,735,783 Class A common shares and 635,075 Class B common shares.

³	Consists of 13,787,292 Class A units, 31,085,974 Series C convertible units, 4,375,000 Series D units and 4,375,000 Series E units.

Securities Outstanding

Common Shares and Common Units

We have two classes of common shares, Class A common shares, which we and the selling shareholders are selling in this offering, and Class B common shares. Each outstanding Class B common share entitles the holder to 50 votes on all matters on which the holders of Class A common shares are entitled to vote, including the election of trustees, and holders of Class A common shares and Class B common shares will vote together as a single class. Each Class B common share has the same economic interest as a Class A common share, and one Class B common share and 49 units of limited partnership in our operating partnership, or OP units, together represent a similar economic value as 50 Class A common shares. Subject to the rights of holders of Series C convertible units of limited partnership in our operating partnership, or Series C units, Series D units and Series E units, holders of OP units and shareholders of our company will have the same rights to distributions. For a description of voting limitations pertaining to certain shareholders, see “Description of Equity Shares—Common Shares.”

In our initial private placement in November 2012, we issued and sold 35,360,898 of our Class A common shares, at a price per share of $15.00, to certain institutional and individual investors, or the 2012 Investors, resulting in net proceeds of approximately $494.8 million. In December 2012, we issued to AH LLC 3,300,000 Class A common shares and 667 Class B common shares, and our operating partnership issued 32,667 Class A units in exchange for 367 single-family properties. In our follow-on private placement in March 2013, we issued and sold an additional 46,718,750 of our Class A common shares, at a price per share of $16.00, to certain institutional and individual investors, or the 2013 Investors, resulting in net proceeds of approximately $703.5 million.

In June 2013, with the approval of our independent trustees, our operating partnership issued 653,492 Class A units to AH LLC in exchange for its 653,492 3.5% convertible perpetual preferred units. See “Certain Relationships and Related Party Transactions—Transactions Regarding the RJ Joint Ventures.”

Series C Convertible Units

On February 28, 2013, we issued to AH LLC 634,408 of our Class B common shares and our operating partnership issued 31,085,974 Series C units in exchange for the AH LLC Portfolio. Holders of the Series C units will be entitled to distributions equal to the actual net cash flow of the properties in the AH LLC Portfolio up to a maximum of 3.9% per unit per year based on a price per unit of $15.50, but will not be entitled to any distributions of income generated by any other properties or operations of our company or any liquidating distributions. Holders of Class A units, including our company and AH LLC, will be entitled to any net cash flow from the AH LLC Portfolio above the maximum yield on the Series C units, as well as distributions of all other cash available for distribution from our operating partnership. At any time, at the option of the holders, the Series C units may be converted into Class A units. If holders of the Series C units have not exercised their right to convert the Series C units into Class A units by the earlier of (i) the third anniversary of the date of original issuance of the Series C units or (ii) the date of commencement of the dissolution, liquidation or winding up of our operating partnership, then the Series C units will automatically convert into Class A units. Holders of Series C units will vote on all operating partnership matters with holders of Class A units.

Series D Convertible Units and Series E Convertible Units

The Series D units are convertible into Class A units, and the Series E units are convertible into Series D units, or if the Series D units have previously converted into Class A units, into Class A units, as described below.

The Series D units do not participate in distributions for 30 months from the date of issuance and do not have liquidating distributions or any voting rights. The Series D units are automatically convertible into Class A

units on a one-for-one basis only effective as of the later of (1) 30 months from the date of issuance and (2) the earlier of (i) the date on which adjusted funds from operations, or adjusted FFO, per Class A common share aggregates or exceeds $0.80 over four consecutive quarters following the closing date of the Management Internalization or (ii) the date on which the daily closing price of our Class A common shares on the NYSE averages $18.00 or greater for two consecutive quarters following the closing date of the Management Internalization. After 30 months, the Series D units will participate in distributions (other than liquidating distributions) at a rate of 70% of the per unit distributions on the Class A units.

The Series E units do not participate in distributions and do not have any voting rights. The Series E units will automatically convert into Series D units, or if the Series D units have previously converted into Class A units, into Class A units, on February 29, 2016, if certain conditions are satisfied. See “Operating Partnership and the Partnership Agreement—Series D Convertible Units and Series E Convertible Units.”

The tables below set forth the outstanding securities of our company and of our operating partnership, as of June 14, 2013, without giving effect to this offering. For a description of the terms of these securities, see “Description of Equity Shares” and “Operating Partnership and the Partnership Agreement.”


Securities of Our Company	Shares
Class A common shares		129,433,425
Class B common shares		635,075	⁽¹⁾


Securities of Our Operating Partnership ⁽²⁾	Units
Class A units		13,787,292	⁽³⁾
Series C units		31,085,974	⁽⁴⁾
Series D units		4,375,000	⁽⁴⁾
Series E units		4,375,000	⁽⁴⁾

(1)	Convertible into Class A common shares on a one-for-one basis.

(2)	Excludes securities issued to our company.

(3)	Redeemable for cash or, at our option, exchangeable for our Class A common shares on a one-for-one basis.

(4)	Convertible into Class A units on a one-for-one basis if certain conditions are satisfied. See “Operating Partnership and the Partnership Agreement—Series C Convertible Units” and “Operating Partnership and the Partnership Agreement—Series D Convertible Units and Series E Convertible Units.”

Our Tax Status

We intend to qualify and will elect to be taxed as a REIT, commencing with our first taxable year ended December 31, 2012. Our qualification as a REIT, and maintenance of such qualification, will depend upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code of 1986, or the Code, relating to, among other things, the sources of our gross income, the composition and values of our assets, our distributions to our shareholders and the concentration of ownership of our equity shares. We believe that, commencing with our initial taxable year ended December 31, 2012, we have been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and we intend to continue to operate in a manner that will enable us to meet the requirements for qualification and taxation as a REIT. In connection with this offering of our Class A common shares, we will receive an opinion from Hogan Lovells US LLP to the effect that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our current organization and proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT.

As a REIT, we generally will not be subject to U.S. federal income tax on the REIT taxable income that we currently distribute to our shareholders, but taxable income generated by any taxable REIT subsidiary that we may form or acquire will be subject to federal, state and local income tax. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute annually at least 90% of their REIT taxable income to their shareholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our income would be subject to U.S. federal income tax, and we would likely be precluded from qualifying for treatment as a REIT until the fifth calendar year following the year in which we fail to qualify. Even if we qualify as a REIT, we may still be subject to certain U.S. federal, state and local taxes on our income and assets and to U.S. federal income and excise taxes on our undistributed income.

Our Distribution Policy

To qualify as a REIT, we must distribute annually to our shareholders an amount at least equal to 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. We will be subject to income tax on our taxable income that is not distributed and to an excise tax to the extent that certain percentages of our taxable income are not distributed by specified dates. See “Material U.S. Federal Income Tax Considerations.” Income as computed for purposes of the foregoing tax rules will not necessarily correspond to our income as determined for financial reporting purposes. We intend to distribute our taxable income to our shareholders and retain the balance of our cash available for distribution for reinvestment in properties. However, our cash available for distribution may be less than the amount required to meet the distribution requirements for REITs under the Code, and we may be required to borrow money, sell assets or make taxable distributions of our equity shares or debt securities to satisfy the distribution requirements. Additionally, we may pay future distributions from the proceeds from this offering or other securities offerings and thus all or a portion of such distributions may constitute a return of capital for federal income tax purposes.

The timing and frequency of distributions authorized by our board of trustees in its sole discretion and declared by us will be based upon a variety of factors deemed relevant by our board of trustees, which may include among others: our actual and projected results of operations; our liquidity, cash flows and financial condition; revenue from our properties; our operating expenses; economic conditions; debt service requirements; limitations under our financing arrangements; applicable law; capital requirements and the REIT requirements of the Code. We cannot guarantee whether or when we will be able to make distributions or that any distributions will be sustained over time. Distributions to our shareholders generally will be taxable to our shareholders as ordinary income, although a portion of such distributions may be designated by us as capital gain dividends or qualified dividend income, or may constitute a return of capital. We will furnish annually to each of our shareholders a statement setting forth distributions paid during the preceding year and their federal income tax treatment. For a discussion of the federal income tax treatment of our distributions, see “Material U.S. Federal Income Tax Considerations.”

Restrictions on Ownership

Due to limitations on the concentration of ownership of REIT shares imposed by the Code, subject to certain exceptions, our declaration of trust provides that no person may beneficially own more than 8.0% (in value or in number of shares, whichever is more restrictive) of the outstanding common shares or more than 9.9% (in value or in number of shares, whichever is more restrictive) of any class or series of outstanding preferred shares. Our declaration of trust also prohibits any person from, among other matters, beneficially owning equity shares if such ownership would result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a year) effective upon the completion of this offering; transferring equity shares if such transfer would result in our equity shares being owned by less than 100 persons, effective beginning on the date on which we first have 100 shareholders; and beneficially owning equity shares if such beneficial ownership would otherwise cause us to fail to qualify as a REIT under the Code. Our board of trustees may exempt a person from the ownership limits if such person

submits to the board of trustees certain information satisfactory to the board of trustees. See “Description of Equity Shares—Restrictions on Ownership and Transfer.”

Emerging Growth Company Status

We currently qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We have not made a decision whether to take advantage of certain of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our Class A common shares less attractive as a result. The result may be a less active trading market for our Class A common shares, and our share price may be more volatile.

In addition, an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for all public companies which are not emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A common shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Selling Shareholders

Pursuant to, and subject to the terms and conditions of, the registration rights agreements described below, persons who purchased our Class A common shares in our initial private placement in November 2012 and their respective transferees have the right to sell their Class A common shares in this offering, subject to customary terms and conditions. We are including Class A common shares in this offering to be sold by certain selling shareholders. None of these shares are being sold by any of our officers and trustees or any of their affiliates, including AH LLC. See “Selling Shareholders.”

Registration Rights and Lock-Up Agreements

Pursuant to registration rights agreements between us and the initial purchaser/placement agent for our initial private placement in November 2012 and our follow-on private placement in March 2013, we are required, among other things, to:

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file with the Securities and Exchange Commission, or the SEC, a resale shelf registration statement registering all of the Class A common shares sold in our private placements that are not sold by selling

shareholders in this offering no later than November 21, 2013 (unless otherwise extended upon approval by our board of trustees, in which case we may defer such filing until not later than May 20, 2014); and

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use our commercially reasonable efforts to cause the resale shelf registration statement to become effective under the Securities Act as promptly as practicable after the filing of the resale shelf registration statement, and in any event, subject to certain exceptions, no later than 180 days after the initial filing of the resale shelf registration statement, and to maintain the resale shelf registration statement continuously effective under the Securities Act for a specified period.

Pursuant to a registration rights agreement between us and AH LLC that we entered into in connection with the Management Internalization, we are required to file a shelf registration statement with the SEC, once we become eligible, to register for resale the Class A common shares and securities convertible into Class A common shares that are held by AH LLC providing for registration rights exercisable after December 10, 2015. See “Certain Relationships and Related Party Transactions—Management Internalization—Registration Rights Agreement.”

Pursuant to a registration rights agreement between us and APFC that we entered into in connection with the Alaska Joint Venture Acquisition, we are required to file a shelf registration statement with the SEC, once we become eligible, to register the Class A common shares acquired by AH LLC in connection with the Alaska Joint Venture Acquisition. See “Certain Relationships and Related Party Transactions—Alaska Joint Venture Acquisition—Registration Rights.”

Subject to certain exceptions, each of our officers, trustees, AH LLC and APFC have entered into a lock-up agreement with respect to our Class A common shares and securities exchangeable or exercisable for our Class A common shares, restricting the direct or indirect sale of such securities for 180 days after the date of this prospectus without the prior written consent of the underwriters. Additionally, all of our other shareholders have agreed with us not to directly or indirectly sell, offer to sell, grant any option or otherwise transfer or dispose of our Class A common shares for 180 days, in the case of holders who are selling shareholders in this offering, and 60 days, in the case of holders who are not selling shares in this offering, in each case after the date of this prospectus, without the prior written consent of the underwriters.

Summary Risk Factors

An investment in our Class A common shares involves risks. You should consider carefully the risks discussed below and described more fully along with other risks under “Risk Factors” in this prospectus before investing in our Class A common shares.

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We are employing a new and untested business model with no proven track record, which may make our business difficult to evaluate.

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We are a recently organized REIT with a limited operating history, and we may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our shareholders.

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We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business and operating results.

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Because we have not yet identified any specific properties (other than properties held in escrow) to acquire with the net proceeds of this offering remaining after repayment of debt, you will be unable to evaluate the economic merits of our investments made with such net proceeds before making an investment decision to purchase our Class A common shares.

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We intend to continue to rapidly expand our scale of operations and make acquisitions even if the rental and housing markets are not as favorable as they have been in recent months, which could adversely impact anticipated yields.

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Our credit facility contains financial and operating covenants that could restrict our business and investment activities. Failure to satisfy these covenants could result in a default under our credit facility that could accelerate the maturity of our debt obligations, which would have a material adverse effect on our business, liquidity, results of operations and financial condition and our ability to make distributions to our shareholders.

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Our success depends, in part, upon our ability to hire and retain highly skilled managerial, investment, financial and operational personnel, and the past performance of our senior management may not be indicative of future results.

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Our investments are and will continue to be concentrated in our target markets and the single-family properties sector of the real estate industry, which exposes us to downturns in our target markets or in the single-family properties sector.

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We face significant competition for acquisitions of our target properties, which may limit our strategic opportunities and increase the cost to acquire those properties.

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We face significant competition in the leasing market for quality tenants, which may limit our ability to rent our single-family homes on favorable terms or at all.

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The large supply of single-family homes becoming available for purchase as a result of the heavy volume of foreclosures, combined with historically low residential mortgage rates, may cause some potential renters to seek to purchase residences rather than lease them and, as a result, cause a decline in the number and quality of potential tenants.

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Our evaluation of properties involves a number of assumptions that may prove inaccurate, which could result in us paying too much for properties we acquire or overvaluing our properties or our properties failing to perform as we expect.

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The estimates, forecasts and projections relating to our markets prepared by JBREC are based upon numerous assumptions and may not prove to be accurate.

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Single-family properties that are being sold through short sales or foreclosure sales are subject to risks of theft, mold, infestation, vandalism, deterioration or other damage that could require extensive renovation prior to renting and adversely impact our operating results.

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If occupancy levels and rental rates in our target markets do not increase sufficiently to keep pace with rising costs of operations, our income and distributable cash will decline.

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We depend on our tenants and their willingness to renew their leases for substantially all of our revenues. Poor tenant selection and defaults and nonrenewals by our tenants may adversely affect our reputation, financial performance and ability to make distributions to our shareholders.

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Declining real estate values and impairment charges could adversely affect our earnings and financial condition.

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We are self-insured against many potential losses, and uninsured or underinsured losses relating to properties may adversely affect our financial condition, operating results, cash flows and ability to make distributions on our Class A common shares.

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Mortgage loan modification programs and future legislative action may adversely affect the number of available properties that meet our investment criteria.

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Completion of the Management Internalization has exposed us to new and additional responsibilities, costs and risks.

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The contribution agreement we entered into in connection with the Management Internalization was negotiated between a special committee of our board of trustees and AH LLC. Therefore, the terms of the agreement may not have been as favorable to us as if it had been negotiated with unaffiliated third parties.

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Our board of trustees has approved a very broad investment policy and does not review or approve each acquisition decision made by AH LLC.

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We may be adversely affected by lawsuits alleging trademark infringement as such lawsuits could materially harm our brand name, reputation and results of operations.

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Our fiduciary duties as the general partner of our operating partnership could create conflicts of interest, which may impede business decisions that could benefit our shareholders.

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As long as AH LLC continues to perform acquisition and renovation services for us, we will depend on AH LLC for our external growth.

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There is currently no public market for our Class A common shares, a trading market for our Class A common shares may never develop following this offering and the price of our Class A common shares may be volatile and could decline substantially following this offering.

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The availability and timing of cash distributions is uncertain.

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Members of our executive team, our board of trustees, continuing investors, AH LLC and APFC, collectively own a significant amount of our Class A common shares or OP units exchangeable for our Class A common shares, and future sales by these holders of our Class A common shares, or the perception that such sales could occur in the future, could have a material adverse effect on the market price of our Class A common shares.

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Failure to qualify as a REIT, or failure to remain qualified as a REIT, would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distribution to our shareholders.

Organizational Information

Our principal executive offices are located at 22917 Pacific Coast Highway, Suite 300, Malibu, California 90265. Our main telephone number is (310) 494-2200. Our Internet website is http://www.americanhomes4rent.com. The contents of our website are not incorporated by reference in or otherwise a part of this prospectus.

THE OFFERING

Class A Common Shares Offered by Us

Class A Common Shares Offered by the Selling Shareholders

Offering Price

$ per Class A common share

Class A Common Shares, Class B Common Shares, Class A Units, Series C Units, Series D Units and Series E Units Outstanding Immediately After this Offering

Class A common shares, 635,075 Class B common shares, Class A units, 31,085,974 Series C units, 4,375,000 Series D units and 4,375,000 Series E units. ⁽¹⁾

Use of Proceeds

We expect to receive net proceeds from this offering of approximately $ (or approximately $ if the underwriters exercise their option to purchase up to Class A common shares in full), but before offering expenses payable by us estimated to be approximately $ .

We will not receive any of the net proceeds from the sale of our Class A common shares in this offering by the selling shareholders. See “Use of Proceeds.”

Restrictions on Ownership and Transfer

To assist us in qualifying as a REIT, our declaration of trust generally limits beneficial ownership by any person to no more than 8.0% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our equity shares. In addition, our declaration of trust contains various other restrictions on the ownership and transfer of our common shares. See “Description of Equity Shares—Restrictions on Ownership and Transfer.”

Listing

We intend to apply to list our Class A common shares on the NYSE under the symbol “AMH.”

(1)

Excludes: (i) an aggregate of 670,000 of our Class A common shares issuable upon exercise of options previously granted or approved for grant to our trustees, our executive officers, our dedicated personnel and other service providers under the 2012 Incentive Plan that vest ratably over a period of four years from the date of grant; (ii) 5,330,000 of our Class A common shares available for issuance in the future under the 2012 Incentive Plan, subject to certain contingencies; and (iii) up to of our Class A common shares issuable upon the exercise by the underwriters of their option to purchase additional shares in full.

SUMMARY SELECTED FINANCIAL DATA

The following table presents selected historical consolidated financial information and selected portfolio data as of March 31, 2013 (unaudited) and December 31, 2012 and 2011 and for the three months ended March 31, 2013 and 2012 (unaudited), for the year ended December 31, 2012 and the period from June 23, 2011 to December 31, 2011. The selected consolidated financial information presented below under the captions “Consolidated Statements of Operations Data” and “Consolidated Balance Sheets Data” have been derived from our consolidated financial statements. Under the provisions of ASC 805, Business Combinations, we have reflected transactions between businesses under common control retroactively based on the date AH LLC commenced acquiring properties, June 23, 2011. As such, the statements of operations reflect activity prior to our date of formation, and the properties contributed to us by AH LLC are reflected retroactively on the balance sheets based on AH LLC’s net book value. Therefore, our selected consolidated financial data may not be indicative of our past or future results and does not reflect our financial position or results of operations had it been presented as if we had been operating independently during the period presented. Because the information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes, you should read it in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the related notes, included elsewhere in this prospectus.

The financial information presented below has been derived from our historical financial statements and, as such, does not include any consideration of the Alaska Joint Venture Acquisition and the Management Internalization.

Consolidated Statements of Operations Data


	Three Months Ended March 31, 2013 (unaudited)			Three Months Ended March 31, 2012 (unaudited)			Year Ended December 31, 2012			Period from June 23, 2011 to December 31, 2011
	(in thousands, except per share amounts)
Revenue:
Rents from single-family properties	$	6,644		$	96		$	4,540		$	65

Total revenue		6,644			96			4,540			65

Expenses:
Property operating and expenses:
Leased single-family properties		2,566			43			1,744			27
Vacant single-family properties		1,729			22			1,846			12
General and administrative expense		1,625			170			7,199			47
Interest expense		370			—			—			—
Noncash share-based compensation expense		174			—			70			—
Acquisition fees and costs expensed		1,390			—			869			—
Advisory fees		2,742			—			937			—
Depreciation		2,905			25			2,111			21

Total expenses		13,501			260			14,776			107

Noncontrolling interest		895			—			—			—

Net loss attributable to common shareholders	$	(7,752	)	$	(164	)	$	(10,236	)	$	(42	)

Net loss per share—basic and diluted	$	(0.16	)	$	(0.05	)	$	(1.42	)	$	(0.01	)

Consolidated Balance Sheets Data


	As of March 31, 2013		As of December 31,
	As of March 31, 2013		2012		2011
	(in thousands)
Single-family properties, net	$	1,120,843	$	505,713	$	3,495
Cash and cash equivalents		519,410		397,198		—
Rent and other receivables		8,808		6,586		11
Escrow deposits		22,623		10,968		—
Prepaid expenses and other assets		6,577		993		17

Total assets	$	1,678,261	$	921,458	$	3,523

Total liabilities	$	49,798	$	16,294	$	49
Total equity		1,628,463		905,164		3,474

Total liabilities and equity	$	1,678,261	$	921,458	$	3,523

Selected Other Portfolio Data


	As of March 31, 2013		As of December 31,
	As of March 31, 2013		2012		2011
Leased single-family properties		2,338		1,164		19
Vacant single-family properties available for lease		1,356		623		2
Single-family properties being renovated		3,880		1,857		12

Total single-family properties owned		7,574		3,644		33

RISK FACTORS

An investment in our Class A common shares involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors, together with the other information contained in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects, financial condition, results of operations and our ability to make cash distributions to our shareholders could be materially and adversely affected. In that case, the trading price of our Class A common shares could decline significantly, and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements.”

Risks Related to Our Business

We are employing a new and untested business model with no proven track record, which may make our business difficult to evaluate.

Until very recently, the single-family rental business consisted primarily of private and individual investors in local markets and was managed individually or by small, local property managers. Our investment strategy involves purchasing a large number of residential properties and leasing them to suitable tenants. No peer companies exist with an established track record to enable us to predict whether our investment strategy can be implemented successfully over time. It will be difficult for you to evaluate our potential future performance without the benefit of established track records from companies implementing a similar investment strategy. We may encounter unanticipated problems implementing our investment strategy, which may adversely affect our results of operations and ability to make distributions on our Class A common shares and cause our share price to decline significantly. We can provide no assurance that we will be successful in implementing our investment strategy or that we will be successful in achieving our objective of providing attractive risk-adjusted returns to our shareholders.

We are a recently organized REIT with a limited operating history, and we may not be able to successfully operate our business or generate sufficient cash flows to make or sustain distributions to our shareholders.

We were organized in October 2012, and we commenced operations in November 2012 upon completion of our initial private placement. We have a limited operating history and may not be able to successfully operate our business or implement our operating policies and investment strategy as described in this prospectus. Furthermore, we may not be able to generate sufficient cash flows to pay our operating expenses, service any debt we may incur in the future and make distributions to our shareholders. Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors, including:

•

the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy;

•

our ability to contain renovation, maintenance, marketing and other operating costs for our properties;

•

our ability to maintain high occupancy rates and target rent levels;

•

our ability to compete with other investors entering the single-family sector;

•

costs that are beyond our control, including title litigation, litigation with tenants or tenant organizations, legal compliance, real estate taxes, homeowners’ association, or HOA, fees and insurance;

•

judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rents;

•

judicial and regulatory developments affecting banks’ and other mortgage holders’ ability to foreclose on delinquent borrowers;

•

reversal of population, employment or homeownership trends in target markets;

•

interest rate levels and volatility, such as the accessibility of short-and long-term financing on desirable terms; and

•

economic conditions in our target markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy generally.

In addition, we face significant competition in acquiring attractive properties on advantageous terms, and the value of the properties that we acquire may decline substantially after we purchase them.

We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business and operating results.

We have a limited operating history, and we plan to grow our own property portfolio and operations rapidly. From commencement of our operations in November 2012 through May 31, 2013, we have acquired 16,121 single-family properties in 21 states. Our future operating results depend on our ability to effectively manage our rapid growth, which is dependent, in part, upon our ability to:

•

stabilize and manage a rapidly increasing number of properties and tenant relationships while maintaining a high level of tenant satisfaction and building and enhancing our brand;

•

identify and supervise an increasing number of suitable third parties on which we rely to provide certain services to our properties;

•

attract, integrate and retain new management and operations personnel as our organization grows in size and complexity;

•

continue to improve our operational and financial controls and reporting procedures and systems; and

•

scale our technology and other infrastructure platforms to adequately service new properties.

We cannot assure you that we will be able to achieve these results or that we may otherwise be able to manage our growth effectively. Any failure to do so may have an adverse effect on our business and operating results.

Because we have not yet identified any specific properties (other than properties held in escrow) to acquire with the net proceeds of this offering remaining after repayment of debt or committed any portion of the net proceeds of this offering to any specific property investment, you will be unable to evaluate the economic merits of our investments made with such proceeds before making an investment decision to purchase our Class A common shares.

We will have broad authority to invest the net proceeds of this offering in any real estate investments that we may identify in the future, and we may use those proceeds to make investments with which you may not agree. You will be unable to evaluate the economic merits of our properties before we invest in them and will be relying on our ability to select attractive investment properties. We also will have broad discretion in implementing policies regarding tenant creditworthiness, and you will not have the opportunity to evaluate potential tenants. In addition, our investment policies may be amended or revised from time to time at the discretion of our board of trustees, without a vote of our shareholders. These factors will increase the uncertainty and the risk of investing in our Class A common shares.

Although we intend to use the net proceeds of this offering to acquire, renovate and rent single-family properties in our target markets (exclusive of the portion used to repay indebtedness we have incurred or expect

to incur under our senior secured revolving credit facility), including certain escrowed properties, we cannot assure you that we will be able to do so. Our failure to apply the net proceeds of this offering effectively or find suitable properties to acquire in a timely manner or on acceptable terms could result in losses or returns that are substantially below expectations.

Our long-term growth depends on the availability of acquisition opportunities in our target markets at attractive pricing levels. We believe various factors and market conditions have made homes available for purchase at prices that are below replacement costs. We expect that in the future housing prices will stabilize and return to more normalized levels, and therefore future acquisitions may be more costly. There are many factors that may cause a recovery in the housing market that would result in future acquisitions becoming more expensive and possibly less attractive than recent past and present opportunities, including:

•

improvements in the overall economy and job market;

•

a resumption of consumer lending activity and greater availability of consumer credit;

•

improvements in the pricing and terms of mortgage-backed securities;

•

the emergence of increased competition for single-family assets from private investors and entities with similar investment objectives to ours; and

•

tax or other government incentives that encourage homeownership.

We have not adopted and do not expect to adopt a policy of making future acquisitions only if they are accretive to existing yields and distributable cash. We plan to continue acquiring properties as long as we believe such properties offer an attractive total return opportunity. Accordingly, future acquisitions may have lower yield characteristics than recent past and present opportunities and if such future acquisitions are funded through equity issuances, the yield and distributable cash per share will be reduced, and the value of our Class A common shares may decline.

Our revenue and expenses are not directly correlated, and because a large percentage of our costs and expenses are fixed, we may not be able to adapt our cost structure to offset declines in our revenue.

Most of the expenses associated with our business, such as acquisition costs, renovation and maintenance costs, real estate taxes, HOA fees, personal and ad valorem taxes, insurance, utilities, employee wages and benefits and other general corporate expenses, are relatively inflexible and will not necessarily decrease with a reduction in revenue from our business. Our assets also are prone to depreciation and will require a significant amount of ongoing capital expenditures. Our expenses and ongoing capital expenditures also will be affected by inflationary increases, and certain of our cost increases may exceed the rate of inflation in any given period. By contrast, our rental income is affected by many factors beyond our control such as the availability of alternative rental housing and economic conditions in our target markets. In addition, state and local regulations may require us to maintain properties that we own, even if the cost of maintenance is greater than the value of the property or any potential benefit from renting the property. As a result, we may not be able to fully offset rising costs and capital spending by higher rental rates, which could have a material adverse effect on our results of operations and cash available for distribution.

The implementation of our business plan may require that we employ additional qualified personnel. Competition for highly skilled managerial, investment, financial and operational personnel is intense. As

additional, large real estate investors have entered the single-family rental business, we have faced increased challenges in hiring and retaining personnel, and we cannot assure our shareholders that we will be successful in attracting and retaining such skilled personnel. If we are unable to hire and retain qualified personnel as required, our growth and operating results could be adversely affected.

You should not rely upon the past performance of our senior management, as their past performance at Public Storage, which was in the self-storage business, or their other prior professional endeavors may not be indicative of our future results. Other than their experience with our company and AH LLC, which was organized in June 2011, our executive team has no experience in the business of acquiring and renting single-family residences.

We are dependent on our executive officers and dedicated personnel, and the departure of any of our key personnel could materially and adversely affect us.

We rely on a small number of persons to carry out our business and investment strategies. Any of our senior management may cease to provide services to us at any time. The loss of the services of any of our key management personnel, or our inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results. As we expand, we will continue to need to attract and retain qualified additional senior management but may not be able to do so on acceptable terms or at all.

Our investments are and will continue to be concentrated in our target markets and in the single-family properties sector of the real estate industry, which exposes us to downturns in our target markets or in the single-family properties sector.

Our investments in real estate assets are and will continue to be concentrated in target markets and in the single-family properties sector of the real estate industry. A downturn or slowdown in the rental demand for single-family housing caused by adverse economic, regulatory or environmental conditions, or other events, in our target markets may have a greater impact on the value of our properties or our operating results than if we had more fully diversified our investments. While we have limited experience in this sector, we believe that there may be some seasonal fluctuations in rental demand with demand higher in the spring and summer than in the fall and winter. Such seasonal fluctuations may impact our operating results.

In addition to general, regional, national and international economic conditions, our operating performance will be impacted by the economic conditions in our target markets. We acquire, renovate and rent single-family properties in our target markets, which currently include MSAs within 21 states. As of May 31, 2013, approximately 59% of our properties were concentrated in only five states—Texas, Florida, North Carolina, Indiana and Arizona. We base a substantial part of our business plan on our belief that property values and operating fundamentals for single-family properties in these markets will improve significantly over the next several years. However, each of these markets experienced substantial economic downturns in recent years and could experience similar or worse economic downturns in the future. We can provide no assurance as to the extent property values and operating fundamentals in these markets will improve, if at all. If the recent economic downturn in these markets persists or if we fail to accurately predict the timing of economic improvement in these markets, the value of our properties could decline and our ability to execute our business plan may be adversely affected, which could adversely affect our financial condition, operating results and ability to make distributions to our shareholders and cause the value of your investment to decline.

We may rely on local, third-party providers for services that may become limited or unavailable and may harm our brand and reputation and operation results.

We may rely on local, third-party vendors and service providers, including third-party house improvement professionals, leasing agents and property management companies in situations when it is cost-effective to do so or our internal staff is unable to perform these functions. We do not have exclusive or long-term contractual relationships with any of these third-party providers, and we can provide no assurance that we will have

uninterrupted or unlimited access to their services. Furthermore, selecting, managing and supervising these third-party providers require significant management resources and expertise. If we do not select, manage and supervise appropriate third parties for these services, our brand and reputation and operating results may suffer. Moreover, we may not successfully detect and prevent fraud, incompetence or theft by our third-party providers, which could subject us to material liability or responsibility for damages, fines and/or penalties associated with such fraud, incompetence or theft.

In addition, any removal or termination of third-party providers would require us to seek new vendors or providers, which would create delays and adversely affect our operations. If we do not select appropriate third-party providers, or if the third-party providers we do select fail to deliver quality services, our brand and reputation, operating results and cash flows from our properties may be adversely affected, including entities in which we and our affiliates have an interest.

AH LLC may not be able to effectively control the timing and costs relating to the renovation of properties, which may adversely affect our operating results and our ability to make distributions to our shareholders.

Nearly all of our properties require some level of renovation immediately upon their acquisition or in the future following expiration of a lease or otherwise. We may acquire properties that we plan to extensively renovate. We also may acquire properties that we expect to be in good condition only to discover unforeseen defects and problems that require extensive renovation and capital expenditures. To the extent properties are leased to existing tenants, renovations may be postponed until the tenant vacates the premises, and we will pay the costs of renovating. In addition, in order to reposition properties in the rental market, we will be required to make ongoing capital improvements and replacements and may need to perform significant renovations and repairs from time to time that tenant deposits and insurance may not cover.

Our properties have infrastructure and appliances of varying ages and conditions. Consequently, AH LLC routinely retains independent contractors and trade professionals to perform physical repair work, and we are exposed to all of the risks inherent in property renovation, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the timing of receiving necessary work permits, certificates of occupancy and poor workmanship. If our assumptions regarding the costs or timing of renovation across our properties prove to be materially inaccurate, our operating results and ability to make distributions to our shareholders may be adversely affected.

We face significant competition for acquisitions of our target properties, which may limit our strategic opportunities and increase the cost to acquire those properties.

We face significant competition for attractive acquisition opportunities in our target markets from other large real estate investors, some of which have greater financial resources and a lower cost of capital than we do. Several REITs and other funds have recently deployed, and others are expected to deploy in the near future, significant amounts of capital to purchase single-family homes and may have investment objectives that overlap and compete with ours, including in our target markets. This activity has adversely impacted our level of purchases in certain of our target markets. If our business model or a similar model proves to be successful, we can expect competition to intensify significantly. As a result, the purchase price of potential acquisition properties may be significantly elevated, or we may be unable to acquire properties on desirable terms or at all.

We face significant competition in the leasing market for quality tenants, which may limit our ability to rent our single-family homes on favorable terms or at all.

We face competition for tenants from other lessors of single-family properties, apartment buildings and condominium units, and the continuing development of apartment buildings and condominium units in many of our target markets increases the supply of housing and exacerbates competition for tenants. Many of these competitors may successfully attract tenants with better incentives and amenities, which could adversely affect our ability to obtain quality tenants and lease our single-family properties on favorable terms or at all.

Additionally, some competing housing options may qualify for government subsidies that may make such options more affordable and therefore more attractive than our properties. At May 31, 2013, we owned approximately 16,121 single-family properties, approximately 7,900, or 49%, of which were leased. Our operating results and ability to make distributions to our shareholders would be adversely affected if we are not able to lease our properties on favorable terms or at all.

The large supply of foreclosed homes, along with low residential mortgage interest rates currently available and government sponsored programs to promote home ownership, has made home ownership more affordable and more accessible for potential renters who have strong credit. These factors may encourage potential renters to purchase residences rather than lease them, thereby causing a decline in the number and quality of potential tenants available to us.

In determining whether a particular property meets our investment criteria, we make a number of assumptions, including assumptions related to estimated time of possession and estimated renovation costs and time frames, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing and tenant default rates. These assumptions may prove inaccurate. As a result, we may pay too much for properties we acquire or overvalue our properties, or our properties may fail to perform as we expect. Adjustments to the assumptions we make in evaluating potential purchases may result in fewer properties qualifying under our investment criteria, including assumptions related to our ability to lease properties we have purchased. Reductions in the supply of properties that meet our investment criteria may adversely affect our ability to implement our investment strategy and operating results.

Furthermore, the properties that we acquire vary materially in terms of time to possession, renovation, quality and type of construction, location and hazards. Our success depends on our ability to acquire properties that can be quickly possessed, renovated, repaired, upgraded and rented with minimal expense and maintained in rentable condition. AH LLC’s ability to identify and acquire such properties is fundamental to our success. In addition, the recent market and regulatory environments relating to single-family residential properties have been changing rapidly, making future trends difficult to forecast. For example, an increasing number of homeowners now wait for an eviction notice or eviction proceedings to commence before vacating foreclosed premises, which significantly increases the time period between the acquisition and leasing of a property. Such changes affect the accuracy of our assumptions and, in turn, may adversely affect our operating results.

Purchasing single-family properties through the foreclosure auction process will subject us to significant risks that could adversely affect our operating results, cash flows and ability to make distributions to our shareholders.

Our business plan involves acquiring single-family properties through the foreclosure auction process simultaneously in a number of markets, which involves monthly foreclosure auctions on the same day of the month in certain markets. As a result, we are only able to visually inspect properties from the street and must purchase these properties without a contingency period and in “as is” condition with the risk that unknown defects in the property may exist. We also may encounter unexpected legal challenges and expenses in the foreclosure process. Upon acquiring a new property, we may have to evict residents who are in unlawful possession before we can secure possession and control of the property. The holdover occupants may be the former owners or tenants of a property, or they may be squatters or others who are illegally in possession. Securing control and possession from these occupants can be both costly and time-consuming.

Further, when acquiring properties on an “as is” basis, title commitments are often not available prior to purchase, and title reports or title information may not reflect all senior liens, which may increase the possibility of acquiring houses outside predetermined acquisition and price parameters, purchasing residences with title defects and deed restrictions, HOA restrictions on leasing or underwriting or purchasing the wrong residence. The policies, procedures and practices we implement to assess the state of title and leasing restrictions prior to purchase may not be effective, which could lead to a material if not complete loss on our investment in such properties. For properties we acquire through the foreclosure auction process, we do not obtain title commitments prior to purchase, and we are not able to perform the type of title review that is customary in acquisitions of real property. As a result, our knowledge of potential title issues will be limited, and no title insurance protection will be in place. This lack of title knowledge and insurance protection may result in third parties having claims against our title to such properties that may materially and adversely affect the values of the properties or call into question the validity of our title to such properties. Without title insurance, we are fully exposed to, and would have to defend ourselves against, such claims. Further, if any such claims are superior to our title to the property we acquired, we risk loss of the property purchased. Any of these risks could adversely affect our operating results, cash flows and ability to make distributions to our shareholders.

Claims of deficiencies in the foreclosure process may result in rescission of our purchases at auction or reduce the supply of foreclosed properties available to us.

Allegations of deficiencies in foreclosure practices could result in claims challenging the validity of some foreclosures that have occurred to date, potentially placing our claim of ownership to the properties at risk. Since we do not have title insurance policies for properties we acquire through the foreclosure auction process, such instances or such proceedings may result in a complete loss without compensation.

Each state has its own laws governing the procedures to foreclose on mortgages and deeds of trust, and state laws generally require strict compliance with these laws in both judicial and non-judicial foreclosures. Recently, courts and administrative agencies have been more actively involved in enforcing state laws governing foreclosures, and in some circumstances have imposed new rules and requirements regarding foreclosures. Some courts have delayed or prohibited foreclosures based on alleged failures to comply with proper transfers of title, notice, identification of parties in interest, documentation and other legal requirements. Further, foreclosed owners and their representatives, including some prominent and well-financed legal firms, have brought litigation questioning the validity and finality of foreclosures that have already occurred. These developments may slow or reduce the supply of foreclosed houses available to us for purchase and may call into question the validity of our title to houses acquired at foreclosure, or result in rescission rights or other borrower remedies, which could result in a loss of a property purchased by us, an increase in litigation costs incurred with respect to properties obtained through foreclosure, or delays in stabilizing and leasing such properties promptly after acquisition.

Properties acquired through bulk sales may subject us to the risk of acquiring properties that do not fit our target investment criteria and may be costly or time consuming to divest, which may adversely affect our operating results.

We have acquired and expect to continue to acquire properties purchased as portfolios in bulk from other owners of single-family homes. To the extent the management and leasing of such properties has not been consistent with our property management and leasing standards, we may be subject to a variety of risks, including risks relating to the condition of the properties, the credit quality and employment stability of the tenants and compliance with applicable laws, among others. In addition, financial and other information provided to us regarding such portfolios during our due diligence may be inaccurate, and we may not discover such inaccuracies until it is too late to seek remedies against such sellers. To the extent we timely pursue such remedies, we may not be able to successfully prevail against the seller in an action seeking damages for such inaccuracies. If we conclude that certain properties purchased in bulk portfolios do not fit our target investment criteria, we may decide to sell, rather than renovate and rent, these properties, which could take an extended period of time and may not result in a sale at an attractive price.

When a single-family property is put into foreclosure due to a default by the homeowner on its mortgage obligations or the value of the property is substantially below the outstanding principal balance on the mortgage and the homeowner decides to seek a short sale, the homeowner may abandon the property or cease to maintain the property as rigorously as the homeowner normally would. Neglected and vacant properties are subject to increased risks of theft, mold, infestation, vandalism, general deterioration and other maintenance problems that may persist without appropriate attention and remediation. If we begin to purchase a large volume of properties in bulk sales and are not able to inspect them immediately before closing on the purchase, we may purchase properties that may be subject to these problems, which may result in maintenance and renovation costs and time frames that far exceed our estimates. These circumstances could substantially impair our ability to quickly renovate and lease such properties in a cost efficient manner or at all, which would adversely impact our operating results.

If occupancy levels and rental rates in our target markets do not increase sufficiently to keep pace with rising costs of operations, our income and distributable cash will decline.

The success of our business model depends, in part, on conditions in the single-family rental market in our target markets. Our asset acquisitions are premised on assumptions about occupancy levels and rental rates, and if those assumptions prove to be inaccurate, our cash flows and profitability will be reduced. Occupancy levels and rental rates have benefited in recent periods from macro trends affecting the U.S. economy and residential real estate markets in particular, including:

•

a tightening of credit that has made it more difficult to finance a home purchase, combined with efforts by consumers generally to reduce their exposure to credit;

•

weak economic and employment conditions that have increased foreclosure rates and made it more difficult for families to remain in their homes that were purchased prior to the housing market downturn;

•

declining real estate values that have challenged the traditional notion that homeownership is a stable investment; and

•

the unprecedented level of vacant housing comprising the real estate owned, or REO, inventory held for sale by banks, government-sponsored entities and other mortgage lenders or guarantors.

We do not expect these favorable trends in the residential rental market to continue indefinitely. Eventually, a strengthening of the U.S. economy and job growth, coupled with government programs designed to keep home owners in their homes and/or other factors may contribute to a stabilization or reversal of the current trend that favors renting rather than homeownership. In addition, we expect that as investors like us increasingly seek to capitalize on opportunities to purchase housing assets at below replacement costs and convert them to productive uses, the supply of single-family rental properties will decrease and the competition for tenants may intensify. A softening of the rental market in our target areas would reduce our rental income and profitability.

Eminent domain could lead to material losses on our investments in our properties.

Governmental authorities may exercise eminent domain to acquire land on which our properties are built in order to build roads and other infrastructure. Any such exercise of eminent domain would allow us to recover only the fair value of the affected properties. Our investment strategy is premised on the concept that this “fair value” will be substantially less than the real value of the property for a number of years, and we could effectively have no profit potential from properties acquired by the government through eminent domain. Several cities also are exploring proposals to use eminent domain to acquire mortgages to assist homeowners to remain in their homes, potentially reducing the supply of single-family properties in our target markets.

We depend on tenants for substantially all of our revenues. As a result, our success depends in large part upon our ability to attract and retain qualified tenants for our properties. Our reputation, financial performance and ability to make distributions to our shareholders would be adversely affected if a significant number of our tenants fail to meet their lease obligations or fail to renew their leases. For example, tenants may default on rent payments, make unreasonable and repeated demands for service or improvements, make unsupported or unjustified complaints to regulatory or political authorities, use our properties for illegal purposes, damage or make unauthorized structural changes to our properties that are not covered by security deposits, refuse to leave the property upon termination of the lease, engage in domestic violence or similar disturbances, disturb nearby residents with noise, trash, odors or eyesores, fail to comply with HOA regulations, sublet to less desirable individuals in violation of our lease or permit unauthorized persons to live with them. Damage to our properties may delay re-leasing after eviction, necessitate expensive repairs or impair the rental income or value of the property resulting in a lower than expected rate of return. Widespread unemployment and other adverse changes in the economic conditions in our target markets could result in substantial tenant defaults. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord at that property and will incur costs in protecting our investment and re-leasing the property.

Short-term leases of residential property may expose us to the effects of declining market rents, which may adversely affect our operating results and our ability to make distributions to our shareholders.

Substantially all of our leases are of a duration of less than two years and will be one year in the majority of cases. As these leases permit tenants to leave at the end of the lease term without penalty, we anticipate our rental revenues may be affected by declines in market rents more quickly than if our leases were for longer terms. Short-term leases may result in high turnover, which involves costs such as restoring the properties, marketing costs and lower occupancy levels. Because we have a limited track record, we cannot accurately predict our turnover rate or the associated costs we will incur. Moreover, we cannot assure you that our leases will be renewed on equal or better terms or at all. If our tenants do not renew their leases or the rental rates for our properties decrease, our operating results and ability to make distributions to our shareholders could be adversely affected.

Declining real estate values and impairment charges could adversely affect our financial condition and operating results.

We intend to review the carrying value of our properties when circumstances, such as adverse market conditions, indicate potential impairment may exist. If our evaluation indicates that we may be unable to recover the carrying value of a material portion of our real estate investments, an impairment charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the properties. These losses would directly impact our financial condition and operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A declining real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Impairment charges would adversely affect our financial condition and operating results.

Our financial results in the period or periods immediately following completion of this offering may not be reflective of our earning potential and may cause our Class A common share price to decline.

Our financial results in the fiscal periods immediately following completion of this offering may not be representative of our future potential. Prior to the full deployment of the net proceeds from this offering, we may invest the undeployed net proceeds in interest-bearing, short-term, investment-grade securities or money market accounts that are consistent with our intention to qualify as a REIT. We expect that these initial investments will

provide a lower net return than we expect to receive from the investments described in this prospectus. In addition, because we expect to experience rapid growth following this offering, we will have a greater percentage of our portfolio invested in assets in the process of stabilization than we would expect to have as a more mature operation. It will take time and significant cash resources to restore, reposition and lease these properties in the process of stabilization. As a result, newly acquired properties that are not leased at the time of acquisition, will not begin generating revenue for some period of time following this offering and will reduce our overall financial performance.

Our net income and FFO may decrease in the near term as a result of the Management Internalization.

Our net income and FFO may decrease as a result of the Management Internalization. Now that we are self-managed, our expenses include the compensation and benefits of our officers, dedicated personnel and consultants, as well as overhead previously paid by AH LLC and its affiliates. Furthermore, these dedicated personnel provide us services that were provided by AH LLC and its affiliates. We can provide no assurance that we will be able to continue to provide those services at the same level or for the same costs as provided by AH LLC under the advisory management agreement, and there may be unforeseen costs, expenses and difficulties associated with continuing to provide those services on a self-managed basis. If the expenses we assumed as a result of the Management Internalization are higher than any corresponding increase in revenues or decrease in other expenses, our net income and FFO may be lower as a result of the Management Internalization than they otherwise would have been.

We will attempt to ensure that all of the properties we acquire are adequately insured to cover casualty losses. However, many of the policies covering casualty losses may be subject to substantial deductibles and carveouts, and we will be self-insured up to the amount of the deductibles and carveouts. Since some claims against us will not exceed the deductibles under our insurance policies, we will be effectively self-insured for some claims. There are also some losses, including losses from floods, fires, earthquakes, acts of war, acts of terrorism or riots, that may not always be insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses.

In the event that any of the properties we acquire incur a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in these properties and could potentially remain obligated under any recourse debt associated with the property. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate a property after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property. Any such losses could adversely affect our financial condition, operating results, cash flows and ability to make distributions on our Class A common shares. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future.

Contingent or unknown liabilities could adversely affect our financial condition, cash flows and operating results.

We may acquire properties that are subject to contingent or unknown liabilities, including liabilities for or with respect to liens attached to properties, unpaid real estate tax, utilities or HOA charges for which a subsequent owner remains liable, clean-up or remediation of environmental conditions or code violations, claims of customers, vendors or other persons dealing with the acquired entities and tax liabilities, among other things.

Purchases of single-family properties acquired at auction, in short sales, from lenders or in bulk purchases typically involve few or no representations or warranties with respect to the properties. In each case, our acquisition may be without any, or with only limited, recourse against the sellers with respect to unknown liabilities or conditions. As a result, if any such liability were to arise relating to our properties, or if any adverse condition exists with respect to our properties that is in excess of our insurance coverage, we might have to pay substantial amounts to settle or cure it, which could adversely affect our financial condition, cash flows and operating results.

In addition, the properties we acquire may be subject to covenants, conditions or restrictions that restrict the use or ownership of such properties, including prohibitions on leasing or requirements to obtain the approval of HOAs prior to leasing. We may not discover such restrictions during the acquisition process, and such restrictions may adversely affect our ability to utilize such properties as we intend.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business we acquire and store sensitive data, including intellectual property, our proprietary business information and personally identifiable information of our prospective and current tenants, our employees and third-party service providers in our branch offices and on our networks and website. The secure processing and maintenance of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation, which could adversely affect our results of operations and competitive position.

A significant number of our properties are part of HOAs, and we and our tenants are subject to the rules and regulations of such HOAs, which may be arbitrary or restrictive, and violations of such rules may subject us to additional fees and penalties and litigation with such HOAs that would be costly.

A significant number of our properties are part of HOAs, which are private entities that regulate the activities of and levy assessments on properties in a residential subdivision. HOAs in which we own properties may have or enact onerous or arbitrary rules that restrict our ability to renovate, market or lease our properties or require us to renovate or maintain such properties at standards or costs that are in excess of our planned operating budgets. Such rules may include requirements for landscaping, limitations on signage promoting a property for lease or sale, or the use of specific construction materials in renovations. Some HOAs also impose limits on the number of property owners who may rent their homes, which if met or exceeded, would cause us to incur additional costs to resell the property and opportunity costs of lost rental income. Furthermore, many HOAs impose restrictions on the conduct of occupants of homes and the use of common areas and we may have tenants who violate HOA rules and for which we may be liable as the property owner. Additionally, the boards of directors of the HOAs in which we own property may not make important disclosures about the properties or may block our access to HOA records, initiate litigation, restrict our ability to sell our properties, impose assessments or arbitrarily change the HOA rules. We may be unaware of or unable to review or comply with HOA rules before purchasing the property and any such excessively restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from renting such property or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.

Joint venture investments that we make may limit our ability to invest in certain markets and could be adversely affected by our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and disputes between us and our joint venture partners.

We may co-invest in the future with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such event, we may be subject to restrictions that prohibit us from making investments in certain markets until all of the funds in such partnership, joint venture or other entity are invested or committed, and we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity which could, among other things, impact our ability to satisfy the REIT requirements. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions. Joint venture partners may have economic or other business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments also may have the potential risk of impasses on decisions, such as a sale, because neither we nor the partners would have full control over the partnership or joint venture. Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on our business. Consequently, actions by, or disputes with, partners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

We anticipate involvement in a variety of litigation.

We anticipate involvement in a range of legal actions in the ordinary course of business. These actions may include eviction proceedings and other landlord-tenant disputes, challenges to title and ownership rights (including actions brought by prior owners alleging wrongful foreclosure by their lender or servicer), and issues with local housing officials arising from the condition or maintenance of the property. These actions can be time consuming and expensive. While we intend to vigorously defend any non-meritorious action or challenge, we cannot assure you that we will not be subject to expenses and losses that may adversely affect our operating results.

We may be adversely affected by lawsuits alleging trademark infringement as such lawsuits could materially harm our brand name, reputation and results of operations.

Several other companies in the United States, including companies in the real estate industry, may use words, phrases or logos similar to those we develop as part of our brand. As a result, we may face potential claims that the use of our brand infringes on their existing trademarks. For example, on or about November 1, 2012, we received notice of a claim that our “American Homes 4 Rent” brand name may infringe on an existing trademark of a participant in the real estate rental services and rental property management industries. While we intend to vigorously defend against this claim, the defense of any trademark infringement claim can be both costly and disruptive of the time and resources of our management, even if the claim against us is without merit. If we are unable to successfully defend against such a claim, we may be required to pay substantial damages or settlement costs to resolve the claim. In addition, we may be required to re-brand or incur substantial marketing costs to revise our brand to avoid future disputes. Any such trademark infringement claims and potential remedial measures could materially harm our brand name, reputation and results of operations.

Complying with REIT requirements may limit our ability to hedge risk effectively.

The REIT provisions of the Code may limit our ability to hedge the risks inherent to our operations. As mentioned below, from time to time, we may enter into hedging transactions with respect to one or more of our assets or liabilities. Any income or gain derived by us from transactions that hedge certain risks, such as the risk of changes in interest rates, will not be treated as gross income for purposes of either the 75% or the 95% gross income test, as defined below in “Material U.S. Federal Income Tax Considerations,” unless specific

requirements are met. Such requirements include that the hedging transaction be properly identified within prescribed time periods and that the transaction either (i) hedges risks associated with indebtedness issued by us that is incurred to acquire or carry real estate assets or (ii) manages the risks of currency fluctuations with respect to income or gain that qualifies under the 75% or 95% gross income test (or assets that generate such income). To the extent that we do not properly identify such transactions as hedges, hedge other types of indebtedness or enter into hedges with respect to our assets, the income from those transactions is not likely to be treated as qualifying income for purposes of the 75% and 95% gross income tests. As a result of these rules, we may have to limit the use of hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than we would otherwise incur.

Our board of trustees has approved a very broad investment policy and does not review or approve each acquisition decision made by AH LLC.

AH LLC is authorized to follow a very broad investment policy established by our board of trustees. Our board of trustees periodically reviews and updates the investment policy and also reviews our portfolio of residential real estate, but it does not review or approve AH LLC’s specific property acquisitions. In addition, in conducting periodic reviews, our board of trustees may rely primarily on information provided to them by AH LLC and our management. Furthermore, acquisitions may be costly, difficult or impossible to unwind by the time they are reviewed by our board of trustees. AH LLC has great latitude within the broad parameters of the investment policy set by our board of trustees in determining our acquisition strategies, which could result in net returns that are substantially below expectations or that result in material losses, which would adversely affect our business and operating results, or may otherwise not be in the best interests of our shareholders.

As a result of becoming a public company, we will be required to complete an analysis of our internal controls over financial reporting. If we are unable to do so in a timely manner, or if our internal controls are determined to be ineffective, investor confidence in our company may be adversely affected and, as a result, the value of our Class A common shares may decline.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal controls over financial reporting for the first fiscal year beginning after the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting.

We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, investors could lose confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common shares to decline, and we may become subject to investigation or sanctions by the SEC. We will be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company,” as defined in the JOBS Act if we take advantage of the exemptions contained in the JOBS Act. We will remain an “emerging growth company” for up to five years, although we could lose that status if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period or if the market value of our Class A common shares that are held by non-affiliates exceeds $700 million as of any

June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future. In addition, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

If we cannot obtain additional financing, our growth may be limited.

Part of our business strategy may involve the use of debt and equity financing to increase potential returns to our shareholders in the future. Although we do not believe we need to use leverage to execute our business strategy, our inability in the future to obtain additional financing on attractive terms, or at all, could adversely impact our ability to execute our business strategy, which could adversely affect our growth prospects and future shareholder returns. Our access to capital depends, in part, on:

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general business conditions;

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financial market conditions;

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the market’s perception of our business prospects and growth potential;

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the market price of our Class A common shares;

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our current debt levels; and

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our current and expected earnings, cash flow and distributions.

We cannot assure you that we will be able to obtain debt or equity financing on terms favorable or acceptable to us or at all. If we are unable to do so, we may have to curtail our investment activities, which could limit our growth prospects, and we may be forced to dispose of assets at inopportune times in order to maintain our REIT qualification. In addition, if we are unable to obtain debt financing, we may have to rely more heavily on additional equity issuances, which may be dilutive to our shareholders, or on less efficient forms of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities, cash distributions to our shareholders and other purposes.

We may also be limited in the amounts we may borrow under our senior secured revolving credit facility with Wells Fargo. The amount that may be borrowed under our credit facility is generally based on the lower of 50% of the value of our qualifying leased and un-leased properties and certain other measures based in part on the net income generated by our qualifying leased and un-leased properties, which we refer to as the “borrowing base.” Because the borrowing base is determined in part by the estimated value of, and the net income generated by, our qualifying leased and un-leased properties and the quantity, value and rentability of properties in our portfolio may fluctuate from time to time, we may be limited in the amounts we are able to borrow under our credit facility.

Future debt service obligations could adversely affect our operating results, may require us to sell properties and could adversely affect our ability to make distributions to our shareholders.

Our financing strategy contemplates the use of secured or unsecured debt to finance long-term growth. While we intend to limit the sum of the outstanding principal amount of our consolidated indebtedness to up to 50% of our total assets, our governing documents contain no limitations on the amount of debt that we may incur, and our board of trustees may change our financing strategy at any time without shareholder approval. As a result, we may be able to incur substantial additional debt in the future.

Incurring debt could subject us to many risks, including the risks that:

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our cash flows from operations will be insufficient to make required payments of principal and interest;

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our debt may increase our vulnerability to adverse economic and industry conditions;

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we may be required to dedicate a substantial portion of our cash flows from operations to payments on our debt, thereby reducing cash available for distribution to our shareholders, funds available for operations and capital expenditures, future business opportunities or other purposes;

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we violate restrictive covenants in the documents that govern our indebtedness, which would entitle our lenders to accelerate our debt obligations;

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refinancing of the debt may not be available on favorable terms or at all; and

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the use of leverage could adversely affect our ability to make distributions to our shareholders and the market price of our Class A common shares.

If we incur debt in the future and do not have sufficient funds to repay our debt at maturity, it may be necessary to refinance the debt through additional debt or equity financings. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates on refinancings, increases in interest expense could adversely affect our operating results and cash flows and, consequently, cash available for distribution to our shareholders. If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of substantial numbers of properties on disadvantageous terms, potentially resulting in losses. To the extent we cannot meet any future debt service obligations, we will risk losing some or all of our properties that may be pledged to secure our obligations to foreclosure. Any unsecured debt agreements we enter into may contain specific cross-default provisions with respect to specified other indebtedness, giving the unsecured lenders the right to declare a default if we are in default under other loans in some circumstances. Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations.

Our credit facility contains financial and operating covenants, such as debt ratios, minimum liquidity and adjusted tangible net worth tests and other limitations that may restrict our ability to make distributions or other payments to our shareholders and may restrict our investment activities. Among others, our credit facility requires that we maintain financial covenants relating to the following matters: (i) cash and cash equivalents in an aggregate amount of at least $7.5 million; (ii) a maximum leverage ratio of 1.5 to 1; and (iii) adjusted tangible net worth being not less than $500 million. These covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our shareholders. Further, such restrictions could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. Failure to meet our financial covenants could result from, among other things, changes in our results of operations, the incurrence of additional debt, substantial impairments in the value of our properties or changes in general economic conditions. If we violate covenants in our credit facility or future agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, or at all.

Our credit facility permits us to incur significant indebtedness, which could require that we generate significant cash flow to satisfy the payment and other obligations under our credit facility.

We may incur significant indebtedness in connection with draws under our credit facility. This indebtedness may exceed our cash on hand and/or our cash flows from operating activities. Our ability to meet the payment and other obligations under our credit facility depends on our ability to generate sufficient cash flow in the future. Our ability to generate cash flow, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other factors that are beyond our control. It is possible that our business will not generate cash flow from operations, or that future borrowings will be available to us, in amounts sufficient to enable us to meet our payment obligations under our credit facility. If we are not able to

generate sufficient cash flow to service our credit facility and other debt obligations, as well as satisfy the REIT distribution requirement, we may need to refinance or restructure our debt, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under our credit facility, which could materially and adversely affect our liquidity.

Disruptions in the financial markets may materially and adversely affect our ability to secure additional financing.

The credit markets continue to experience significant price volatility, dislocations and liquidity disruptions, the concern of which has led many lenders and institutional investors to reduce, and in some cases cease, to provide credit to businesses and has caused spreads on prospective debt financings to widen considerably. Continued uncertainty in these markets may affect our ability to obtain additional debt financing at all or on terms favorable or acceptable to us. These events also may make it more difficult or costly for us to raise capital through the issuance of our equity securities. Our inability to secure additional financing may impede our ability acquire new properties. Disruptions in the financial markets could have a material adverse effect on us, including our business, results of operations and our financial condition.

Interest expense on our debt may limit our cash available to fund our growth strategies and shareholder distributions.

Higher interest rates could increase debt service requirements on floating rate debt, to the extent we have any, and could reduce funds available for operations, distributions to our shareholders, future business opportunities or other purposes. If we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times which may not permit realization of the maximum return on such investments and could result in significant losses.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations and our ability to make shareholder distributions.

Subject to complying with the requirements for REIT qualification, we may obtain in the future one or more forms of interest rate protection—in the form of swap agreements, interest rate cap contracts or similar agreements—to hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our investments at times which may not permit us to receive an attractive return on our investments in order to meet our debt service obligations.

Risks Related to the Real Estate Industry

Our performance and the value of our properties are subject to general economic conditions and risks associated with our real estate assets.

If the properties we acquire do not generate income sufficient to meet operating expenses, including debt service and capital expenditures, our ability to make distributions to our shareholders could be adversely affected. There are significant expenditures associated with an investment in real estate (such as debt service, real estate taxes, insurance and maintenance costs) that generally do not decline when circumstances reduce the income from the property. Income from and the value of the properties we acquire may be adversely affected by the following factors:

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downturns in international, national, regional and local economic conditions (particularly increases in unemployment);

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the attractiveness of the properties we acquire to potential tenants and competition from other properties;

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increases in the supply of or decreases in the demand for similar or competing properties in our target markets;

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bankruptcies, financial difficulties or lease defaults by our tenants;

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changes in interest rates, availability and terms of debt financing;

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changes in operating costs and expenses and our ability to control rents;

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changes in, or increased costs of compliance with, governmental laws, rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder;

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our ability to provide adequate maintenance;

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changes in the cost or availability of insurance, including coverage for mold or asbestos;

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environmental conditions or retained liabilities for such conditions;

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tenant turnover;

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the illiquidity of real estate investments generally;

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residents’ perceptions of the safety, convenience and attractiveness of our properties and the neighborhoods where they are acquired;

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the ongoing need for capital improvements, particularly in older properties;

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the ability or unwillingness of residents to pay rent increases;

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civil unrest, acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism;

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rent control or rent stabilization or other housing laws, which could prevent us from raising rents; and

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increases in property-level maintenance and operating expenses.

For these and other reasons, we cannot assure you that we will be profitable or that we will realize growth in the value of our real estate properties.

Environmentally hazardous conditions may adversely affect our financial condition, cash flows and operating results.

Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person covered by applicable environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, natural resources or property damage or other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The cost of defending against environmental claims, of compliance with environmental regulatory requirements or of remediating any contaminated property could materially adversely affect our business, financial condition, results of operations and, consequently, amounts available for distribution to our shareholders.

Compliance with new or more stringent environmental laws or regulations or stricter interpretation of existing laws may require material expenditures by us. We may be subject to environmental laws or regulations relating to our properties, such as those concerning lead-based paint, mold, asbestos, proximity to power lines or other issues. We cannot assure you that future laws, ordinances or regulations will not impose any material environmental liability, or that the current environmental condition of our properties will not be affected by the operations of residents, existing conditions of the land, operations in the vicinity of the properties or the activities of unrelated third parties. In addition, we may be required to comply with various local, state and federal fire, health, life-safety and similar regulations. Failure to comply with applicable laws and regulations could result in fines and/or damages, suspension of personnel, civil liability and/or other sanctions.

Tenant relief laws and rent control laws may negatively impact our rental income and profitability.

As landlord of numerous properties, we will be involved regularly in evicting tenants who are not paying their rent or are otherwise in material violation of the terms of their lease. Eviction activities will impose legal and managerial expenses that will raise our costs. The eviction process is typically subject to legal barriers, mandatory “cure” policies and other sources of expense and delay, each of which may delay our ability to gain possession and stabilize the property. Additionally, state and local landlord tenant laws may impose legal duties to assist tenants in relocating to new housing, or restrict the landlord’s ability to recover certain costs or charge tenants for damage tenants cause to the landlord’s premises. Because such laws vary by state and locality, we and any regional and local property managers we hire will need to be familiar with and take all appropriate steps to comply with all applicable landlord tenant laws, and we will need to incur supervisory and legal expenses to ensure such compliance. To the extent that we do not comply with state or local laws, we may be subjected to civil litigation filed by individuals, in class actions or by state or local law enforcement. We may be required to pay our adversaries’ litigation fees and expenses if judgment is entered against us in such litigation, or if we settle such litigation.

Furthermore, rent control laws may affect our rental income. Especially in times of recession and economic slowdown, rent control initiatives can acquire significant political support. If rent controls unexpectedly became applicable to certain of our properties, our revenue from and the value of such properties could be adversely affected.

Class action, tenant rights and consumer demands and litigation could directly limit and constrain our operations and may impose on us significant litigation expenses.

Numerous tenants’ rights and consumers’ rights organizations exist throughout the country and operate in our target markets, and as we grow in scale, we may attract attention from some of these organizations and become a target of legal demands or litigation. Many such consumer organizations have become more active and better funded in connection with mortgage foreclosure-related issues, and with the large settlements identified below and the increased market for single-family rentals arising from displaced homeownership, some of these organizations may shift their litigation, lobbying, fundraising and grass roots organizing activities to focus on landlord tenant issues. While we intend to conduct our business lawfully and in compliance with applicable landlord-tenant and consumer laws, such organizations might work in conjunction with trial and pro bono lawyers in one state or multiple states to attempt to bring claims against us on a class action basis for damages or injunctive relief. We cannot anticipate what form such legal actions might take, or what remedies they may seek. Additionally, these organizations may lobby local county and municipal attorneys or state attorneys general to pursue enforcement or litigation against us, or may lobby state and local legislatures to pass new laws and regulations to constrain our business operations. If they are successful in any such endeavors, they could directly limit and constrain our operations and may impose on us significant litigation expenses, including settlements to avoid continued litigation or judgments for damages or injunctions.

Acquiring properties during periods when the single-family home sector is experiencing substantial inflows of capital and intense competition may result in inflated purchase prices and increase the likelihood that our properties will not appreciate in value and may, instead, decrease in value.

The allocation of substantial amounts of capital for investment in the single-family home sector and significant competition for income producing real estate may inflate the purchase prices for such assets. To the extent we purchased, or in the future purchase, real estate in such an environment, it is possible that the value of our properties may not appreciate and may, instead, decrease in value, perhaps significantly, below the amount we paid for such properties. In addition to macroeconomic and local economic factors, technical factors, such as a decrease in the amount of capital allocated to the single-family home sector and the number of investors participating in the sector, could cause the value of our properties to decline.

Mortgage loan modification programs and future legislative action may adversely affect the number of available properties that meet our investment criteria.

The U.S. government, through the Federal Reserve, the Federal Housing Administration and the Federal Deposit Insurance Corporation, or FDIC, has implemented a number of programs designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures, including the Home Affordable Modification Program, which seeks to provide relief to homeowners whose mortgages are in or may be subject to foreclosure, and the Home Affordable Refinance Program, which allows certain borrowers who are underwater on their mortgage but current on their mortgage payments to refinance their loans. Several states, including states in which our current target markets are located, have adopted or are considering similar legislation. These programs and other loss mitigation programs may involve, among other things, modifying or refinancing mortgage loans or providing homeowners with additional relief from loan foreclosures. Such loan modifications and other measures are intended and designed to lead to fewer foreclosures, which will decrease the supply of properties that meet our investment criteria.

The pace of residential foreclosures is subject to numerous factors. Recently, there has been a backlog of foreclosures due to a combination of volume constraints and legal actions, including those brought by the U.S. Department of Justice, or DOJ, the Department of Housing and Urban Development, or HUD, and State Attorneys General against mortgage servicers alleging wrongful foreclosure practices. Financial institutions also have been subjected to regulatory restrictions and limitations on foreclosure activity by the FDIC. Legal claims brought or threatened by DOJ, HUD and 49 State Attorneys General against the five largest residential mortgage servicers in the country were settled in 2012. As part of this approximately $25 billion settlement, a portion of the settlement funds will be directed to homeowners seeking to avoid foreclosure through mortgage modifications, and servicers are required to adopt specified measures to reduce mortgage obligations in certain situations. It is expected that the settlement will help many homeowners to avoid foreclosures that would otherwise have occurred in the near term, and with lower monthly payments and mortgage debts, for years to come. It is also foreseeable that other residential mortgage servicing companies that were not among the five included in the initial $25 billion settlement will agree to similar settlements that will further reduce the supply of houses in the process of foreclosure.

In addition, numerous federal and state legislatures have considered, proposed or adopted legislation to constrain foreclosures, or may do so in the future. The Dodd-Frank Act also created the Consumer Financial Protection Bureau, which supervises and enforces federal consumer protection laws as they apply to banks, credit unions, and other financial companies, including mortgage servicers. It remains uncertain as to whether any of these measures will have a significant impact on foreclosure volumes or what the timing of that impact would be. If foreclosure volumes were to decline significantly, we would expect real estate owned inventory levels to decline or to grow at a slower pace, which would make it more difficult to find target assets at attractive prices and might constrain our growth or reduce our long-term profitability. Also, the number of families seeking rental housing might be reduced by such legislation, reducing rental housing demand in our target markets.

In addition, allegations of deficiencies in foreclosure practices could result in claims challenging the validity of some foreclosures that have occurred to date, potentially placing our claim of ownership to the properties at risk. We cannot be assured that such proceedings would not result in a complete dispossession of property from us without compensation.

Each state has its own laws governing the procedures to foreclose on mortgages and deeds of trust, and state laws generally require strict compliance with these laws in both judicial and non-judicial foreclosures. Recently, courts and administrative agencies have been more actively involved in enforcing state laws governing foreclosures, and in some circumstances have imposed new rules and requirements regarding foreclosures. Some courts have delayed or prohibited foreclosures based on alleged failures to comply with proper transfers of title, notice, identification of parties in interest, documentation and other legal requirements. The increase in the number of foreclosures since 2007 has led legislatures in many states to consider modifications to foreclosure laws to restrict and reduce foreclosures. For example, in 2012, California enacted a law imposing new limitations on foreclosures while a request for a loan modification is pending. Further, foreclosed owners and their legal representatives, including some prominent and well-financed law firms, have brought litigation questioning the validity and finality of foreclosures that have already occurred. These developments may slow or reduce the supply of foreclosed houses available to us for purchase and may call into question the validity of our title to houses acquired at foreclosure, or result in rescission rights or other borrower remedies, which could result in a loss of a property purchased by us, an increase in litigation and property maintenance costs incurred with respect to properties obtained through foreclosure, or delays in stabilizing and leasing such properties promptly after acquisition.

We may have difficulty selling our real estate investments, and our ability to distribute all or a portion of the net proceeds from such sale to our shareholders may be limited.

Real estate investments are relatively illiquid and, as a result, we may have a limited ability to sell our properties. When we sell any of our properties, we may recognize a loss on such sale. We may elect not to distribute any proceeds from the sale of properties to our shareholders. Instead, we may use such proceeds for other purposes, including:

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purchasing additional properties;

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repaying debt, if any;

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buying out interests of any co-venturers or other partners in any joint venture in which we are a party;

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creating working capital reserves; or

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making repairs, maintenance or other capital improvements or expenditures to our remaining properties.

Our ability to sell our properties may also be limited by our need to avoid the 100% prohibited transactions tax that is imposed on gain recognized by a REIT from the sale of property characterized as dealer property. In order to ensure that we avoid such characterization, we may be required to hold our properties for a minimum period of time and comply with certain other requirements in the Code or dispose of our properties through a taxable REIT subsidiary or “TRS.” For more information on taxable REIT subsidiaries see “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Effect of Subsidiary Entities—Ownership of Interests in Taxable REIT Subsidiaries.”

The estimates, forecasts and projections relating to our markets prepared by JBREC are based upon numerous assumptions and may not prove to be accurate.

This prospectus contains estimates, forecasts and projections relating to our primary markets that were prepared for us for use in connection with this offering by JBREC, a real estate consulting firm. See “Industry Overview and Market Opportunity.” The estimates, forecasts and projections relate to, among other things, home value indices, payroll employment growth, median household income, housing permits and household formation

and are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of JBREC. Although we believe these estimates, forecasts and projections are reasonable, the application of alternative assumptions, judgments or methodologies could result in materially less favorable estimates, forecasts and projections than those contained in this prospectus, and you should not place undue reliance on them.

The forecasts and projections are forward-looking statements and involve risks and uncertainties that may cause actual results to be materially different from the projections. JBREC has made these forecasts and projections based on studying the historical and current performance of the residential housing market and applying JBREC’s qualitative knowledge about the residential housing market. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical, subject to changing consumer and market psychology, and governmental policies related to mortgage regulations and interest rates. There will usually be differences between projected and actual outcomes, because events and circumstances frequently do not occur as expected, and the differences may be material. Accordingly, the forecasts and projections included in this prospectus might not occur or might occur to a different extent or at a different time, and you should not place undue reliance on them. Except as required by law, we are not obligated to, and do not intend to, update the statements in this prospectus to conform to actual outcomes or changes in our or JBREC’s expectations.

Risks Related to our Relationship with AH LLC and Conflicts of Interest

As long as AH LLC continues to perform acquisition and renovations services for us, we will depend on AH LLC for our external growth.

Until December 10, 2014, AH LLC will continue to provide us acquisition and renovation services for a fee equal to 5% of the sum of the purchase price and initial renovation costs of each property that we acquire in consideration for its services in identifying, evaluating, acquiring and overseeing the renovation of its residences. Accordingly, through at least that date, we will depend on AH LLC for our external growth and we could be adversely affected if, for any reason, AH LLC is unable to perform its obligations under its agreement with us.

AH LLC may engage in other activities diverting their attention from our business, which could adversely affect the execution of our business and our results of operations.

We are subject to conflicts of interest arising out of our relationship with AH LLC. AH LLC and its affiliates, officers, directors, employees or personnel may engage in any business (other than acquiring, renovating, leasing and operating single-family homes as rental properties without the approval of the board of trustees). As a result, their time and effort may be diverted from our business.

Completion of the Management Internalization has exposed us to new and additional responsibilities, costs and risks.

Completion of the Management Internalization has exposed us to new and additional responsibilities, costs and risks. For example, while we no longer bear the external costs of the advisory management fee paid to our former manager, our direct overhead will increase, as we are now responsible for compensation and benefits of our officers and other personnel that were previously paid by our former manager. If our properties do not perform as anticipated or if we fail to raise additional financing, we may not be able to cover such additional overhead. We also now are subject to those potential liabilities that are commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances. Accordingly, the Management Internalization could adversely affect our financial condition and operating results.

Our fiduciary duties as the general partner of our operating partnership could create conflicts of interest, which may impede business decisions that could benefit our shareholders.

As the sole general partner of our operating partnership, we have a fiduciary duty to the other limited partners in the operating partnership, the discharge of which may conflict with the interests of our shareholders.

AH LLC is the limited partner of our operating partnership. AH LLC, as the limited partner of our operating partnership, has agreed that, in the event of a conflict in the fiduciary duties owed by us to our shareholders and in our capacity as the general partner of our operating partnership, to such limited partner, we are under no obligation to give priority to the interests of such limited partner.

In addition, AH LLC, as well as any other limited partners, has the right to vote on certain amendments to the operating partnership agreement and to approve certain amendments that would adversely affect their rights. These voting rights may be exercised in a manner that conflicts with the interests of our shareholders.

The contribution agreement and other agreements we entered into in connection with the Management Internalization were negotiated between a special committee of our board of trustees and AH LLC. Therefore, the terms of such agreements may not have been as favorable to us as if they had been negotiated with unaffiliated third parties.

AH LLC is owned, directly or indirectly, by family members or trusts for family members or heirs of B. Wayne Hughes, our non-executive Chairman, David P. Singelyn, our Chief Executive Officer and a trustee, Jack Corrigan, our Chief Operating Officer and a trustee, David Goldberg, our Executive Vice President, and other parties. HF Investments 2010, LLC, which is comprised of trusts established by Mr. Hughes for certain of his heirs, owns an approximately 88.66% membership interest in AH LLC. Additionally, membership interests of AH LLC are owned by family members or trusts for family members of Mr. Singelyn (4.93% membership interest), Mr. Corrigan (4.93% membership interest) and Mr. Goldberg (1% membership interest). Accordingly, such trustees and executive officers received substantial economic benefits as a result of the Management Internalization. As a result of the foregoing, the interests of certain of our trustees and executive officers may differ from, and be in conflict with, the interests of our shareholders. The contribution agreement and other agreements we entered into in connection with the Management Internalization were negotiated between a special committee comprised of all of our independent trustees and AH LLC, and their terms, including the consideration payable to AH LLC, may not be as favorable to us as if they had been negotiated with unaffiliated third parties. In addition, we did not obtain a third-party appraisal of our former manager or our former property manager.

If we determine that AH LLC breached any of the representations, warranties or covenants made by it in the contribution agreement related to the Management Internalization, we may choose not to enforce, or to enforce less vigorously, our rights because of our desire to maintain our ongoing relationship with AH LLC. Moreover, the representations, warranties, covenants and indemnities in the contribution agreement are subject to limits and qualifiers, which may also limit our ability to enforce any remedy under the agreement.

Messrs. Hughes, Singelyn, Corrigan and Goldberg are subject to certain conflicts of interest with regard to enforcing the indemnification provisions contained in the contribution agreement for the Management Internalization and enforcing some of the ancillary agreements to be entered into by us in connection with the Management Internalization.

Messrs. Hughes, Singelyn, Corrigan and Goldberg received beneficial economic interests in our operating partnership’s Series D units and Series E units through their direct or indirect interests in AH LLC, which received 4,375,000 Series D units and 4,375,000 Series E units as a result of the Management Internalization. Certain provisions of the contribution agreement and the ancillary agreements executed in connection with the Management Internalization may have significant financial impacts on AH LLC. In particular, Messrs. Hughes, Singelyn, Corrigan and Goldberg are subject to conflicts of interest in connection with the enforcement against AH LLC of indemnification obligations under the contribution agreement and other transaction documents that could directly impact their or their family’s economic interests.

Because the acquisition and renovation functions will not be internalized earlier than December 10, 2014, we expect to continue to pay AH LLC significant fees, and certain of our executive officers and trustees will have a conflict of interest in connection with decisions regarding internalization of those functions.

We will continue to pay AH LLC a fee equal to 5% of the sum of the purchase price and initial renovation costs of each property that we acquire in consideration for its services in identifying, evaluating, acquiring and overseeing the renovation of its residences. If, for example, we invest $1.5 billion in acquisitions after the closing of the Management Internalization and before December 10, 2014, we will pay AH LLC acquisition and renovation fees of $75 million. AH LLC would continue to bear all of the costs of investigating properties that we do not acquire. After September 10, 2014, we will have the right to offer employment that would commence on December 10, 2014 to all of AH LLC’s acquisition and renovation personnel necessary for our operations, and AH LLC will be required to cooperate to transition any employees who choose to accept our offer. If we elect not to transition employees from AH LLC, we could engage AH LLC or a third party on mutually acceptable terms to continue to provide acquisition and renovation services. Because we may still be paying significant fees to AH LLC, Messrs. Hughes, Singelyn, Corrigan and Goldberg, as a result of their personal or family financial interests in AH LLC, will be subject to conflicts of interest in connection with decisions regarding whether to pursue internalization of the acquisition and renovation functions after December 10, 2014 or to enter into a new agreement with AH LLC for these services.

Risks Related to Our Organization and Structure

Provisions of our declaration of trust may limit the ability of a third party to acquire control of us by authorizing our board of trustees to issue additional securities.

Our board of trustees may, without shareholder approval, amend our declaration of trust to increase or decrease the aggregate number of our shares or the number of shares of any class or series that we have the authority to issue and to classify or reclassify any unissued common or preferred shares, and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of trustees may authorize the issuance of additional shares or establish a series of common or preferred shares that may delay or prevent a change in control of our company, including transactions at a premium over the market price of our shares, even if shareholders believe that a change in control is in their interest. These provisions, along with the restrictions on ownership and transfer contained in our declaration of trust and certain provisions of Maryland law described below, could discourage unsolicited acquisition proposals or make it more difficult for a third party to gain control of us, which could adversely affect the market price of our securities. See “Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws.”

Provisions of Maryland law may limit the ability of a third party to acquire control of us by requiring our board of trustees or shareholders to approve proposals to acquire our company or effect a change in control.

Certain provisions of the Maryland General Corporation Law, or the MGCL, applicable to Maryland real estate investment trusts may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide our shareholders with the opportunity to realize a premium over the then-prevailing market price of their shares, including:

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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting share or an affiliate or associate of us who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding share) or an affiliate of any interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes two super-majority shareholder voting requirements on these combinations, unless, among other conditions, our common shareholders receive a minimum price, as defined in the MGCL, for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its shares; and

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“control share” provisions that provide that our “control shares” (defined as voting shares which, when aggregated with all other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by our officers or by our employees who are also trustees of our company.

By resolution of our board of trustees, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our board of trustees (including a majority of trustees who are not affiliates or associates of such persons). In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our board of trustees may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amending our bylaws, opt in to the control share provisions of the MGCL in the future.

In addition, the “unsolicited takeover” provisions of Title 3, Subtitle 8 of the MGCL permits our board of trustees, without shareholder approval and regardless of what is currently provided in our declaration of trust or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a trustee. Such takeover defenses may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our common shareholders with the opportunity to realize a premium over the then-current market price.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit your recourse in the event of actions not in your best interests.

Under Maryland law, generally, a trustee will not be liable if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our declaration of trust limits the liability of our trustees and officers to us and our shareholders for money damages, except for liability resulting from:

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actual receipt of an improper benefit or profit in money, property or services; or

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active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our declaration of trust authorizes us to indemnify our trustees and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each trustee and officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our trustees and officers. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist absent the current provisions in our declaration of trust and bylaws or that might exist with other companies. See “Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws—Limitation of Trustees’ and Officers’ Liability and Indemnification.”

Our board of trustees may change our strategy or investment policies, financing strategy or leverage policies without shareholder consent.

Our board of trustees may change any of our strategies, policies or procedures with respect to property acquisitions and divestitures, asset allocation, growth, operations, indebtedness, financing and distributions at any time without the consent of shareholders, which could result in the acquisition of properties that are different

from, and possibly riskier than, the types of single-family residential real estate investments described in this prospectus. These changes could adversely affect our financial condition, risk profile, results of operations, the market price of our Class A common shares and our ability to make distributions to shareholders.

The ability of our board of trustees to revoke our REIT election without shareholder approval may cause adverse consequences to our shareholders.

Our declaration of trust provides that our board of trustees may revoke or otherwise terminate our REIT election, without the approval of our shareholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we would become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our shareholders, which may have adverse consequences on the total return to our shareholders.

Risks Related to This Offering and Ownership of Our Class A Common Shares

Prior to this offering, there has not been a public market for our Class A common shares. An active trading market for our Class A common shares may never develop or be sustained, which may affect your ability to sell your Class A common shares and could depress their market price. In addition, the initial public offering price will be determined through negotiations between us and the representatives of the underwriters and may bear no relationship to the price at which the Class A common shares may trade upon completion of this offering.

We expect to list our Class A common shares on the NYSE. The stock markets, including the NYSE, have experienced significant price and volume fluctuations. As a result, the market price of our common shares is likely to be similarly volatile, and investors in our Class A common shares may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common shares could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this prospectus, our financial performance, government regulatory action or inaction, tax laws, interest rates and general market conditions and others such as:

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actual or anticipated variations in our quarterly operating results, financial condition, liquidity or changes in business strategy or prospects;

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equity issuances by us or resales by our shareholders, or the perception that such issuances or resales may occur;

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increases in market interest rates that may lead investors to demand a higher dividend yield or seek alternative investments paying higher rates;

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publication of research reports about us or the real estate industry;

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changes in market valuations of similar companies;

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adverse market reaction to any increased indebtedness we incur in the future;

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additions or departures of key personnel;

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actions by shareholders;

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speculation in the press or investment community;

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general market, economic and political conditions, including an economic slowdown or dislocation in the global credit or capital markets;

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our operating performance and the performance of other similar companies;

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failure to maintain our REIT qualification;

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changes in accounting principles or actual or anticipated accounting problems; and

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passage of legislation or other regulatory developments that adversely affect us or our industry.

The NYSE or another nationally recognized exchange may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We intend to apply to list our Class A common shares on the NYSE under the symbol “AMH,” subject to official notice of issuance. In order to remain listed, we will be required to meet the continued listing requirements of the NYSE or, in the alternative, any other nationally recognized exchange to which we may apply. We may be unable to satisfy these listing requirements, and there is no guarantee that our Class A common shares will remain listed on a nationally recognized exchange. If our Class A common shares are delisted from the NYSE or any other nationally recognized exchange, we could face significant material adverse consequences, including:

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a limited availability of market quotations for our Class A common shares;

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reduced liquidity with respect to the market for our Class A common shares;

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a determination that our Class A common shares are “penny shares,” which will require brokers trading in our Class A common shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Class A common shares;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional Class A common shares or obtain additional financing in the future.

We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common shares less attractive to investors.

We currently qualify as an “emerging growth company” as defined in the JOBS Act and may take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A common shares less attractive because we may rely on these exemptions. If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares, and our share price may be more volatile.

The availability and timing of cash distributions is uncertain.

Our board of trustees determines the amount and timing of distributions. In making this determination, our trustees will consider all relevant factors, including the amount of cash available for distribution, capital expenditures, applicable laws and general operational requirements. We intend over time to make regular quarterly distributions to holders of our Class A common shares. However, we bear all expenses incurred by our operations, and the funds generated by our operations, after deducting these expenses, may not be sufficient to cover desired levels of distributions to our shareholders. In addition, our board of trustees, in its discretion, may retain any portion of such cash in excess of the amount required to satisfy the REIT distribution requirements for working capital. We cannot assure you how long it may take to generate sufficient available cash flow to fund distributions nor can we assure you that sufficient cash will be available to make distributions to you. With no prior operations, we cannot predict the amount of distributions you may receive, and we may be unable to pay, maintain or increase distributions over time.

There are many factors that can affect the availability and timing of cash distributions to shareholders. Because we may receive income from interest or rents at various times during our fiscal year, distributions paid may not reflect our income earned in that particular distribution period. The amount of cash available for distributions will be affected by many factors, including without limitation, the amount of time it takes for us to deploy the net proceeds of this offering in our target assets, the amount of income we earn from those investments, the levels of our operating expense and many other variables. Actual cash available for distribution may vary substantially from estimates.

While we intend to fund the payment of quarterly distributions to our shareholders entirely from distributable cash flows, we may fund our quarterly distributions to our shareholders from a combination of available net cash flows, equity capital and proceeds from borrowings. In the event we are unable to consistently fund future quarterly distributions to our shareholders entirely from distributable cash flows, the value of our shares may be negatively impacted.

Holders of OP units that acquire our Class B common shares will have a significant vote in matters submitted to a vote of our shareholders.

In connection with contributions of assets by AH LLC in December 2012, AH LLC has an option to elect to receive one share of our Class B common shares instead of one OP unit for every 50 OP units it would otherwise receive in the contribution. Each outstanding Class B common share entitles the holder thereof to 50 votes on all matters on which Class A common shareholders are entitled to vote, including the election of trustees. Notwithstanding the foregoing, holders of our Class B common shares will not be entitled to vote on any matter requiring Partnership Approval, including as described in “Operating Partnership and Partnership Agreement—Partnership Approval for Transfers, Mergers, Sales of Assets.” In addition, in no event may holders of shares beneficially owned by Mr. Hughes or HF Investments 2010, LLC, as determined in accordance with Rule 13d-3 under the Exchange Act, vote more than 30% of the total votes entitled to be cast on any particular matter nor more than 18% of the total votes of the Class A common shares. Holders of the Class B common shares will be entitled to share equally, on a per share basis, in all distributions payable with respect to our Class A common shares. Holders of the Class B common shares may have interests that differ from those holders of our Class A common shares, including by reason of their interest in our operating partnership, and may accordingly vote as a shareholder in ways that may not be consistent with the interests of holders of our Class A common shares. This significant voting influence over certain matters may have the effect of delaying, preventing or deterring a change of control of our company, or could deprive holders of our Class A common shares of an opportunity to receive a premium for their Class A common shares as part of a sale of our company.

Members of our executive team, our board of trustees, continuing investors, AH LLC and APFC collectively own a significant amount of our Class A common shares or OP units exchangeable for our Class A common shares, and future sales by these holders of our Class A common shares, or the perception that such sales could occur in the future, could have a material adverse effect on the market price of our Class A common shares.

Members of our executive team, our board of trustees, continuing investors and AH LLC will beneficially own, upon completion of this offering, an aggregate of approximately % of our outstanding Class A common shares, assuming that all of AH LLC’s OP units are redeemed for Class A common shares. APFC beneficially owns an aggregate of % of our outstanding Class A common shares. Future sales by these holders of our Class A common shares, or the perception that such sales could occur in the future, could have a material adverse effect on the market price of our Class A common shares.

In connection with our initial private placement and our follow-on private placement, we entered into registration rights agreements requiring us to use commercially reasonable efforts to file with the SEC, no later than November 21, 2013, shelf registration statements with respect to the shares sold in those private placements and to use commercially reasonable efforts to cause the shelf registration statements to become effective under the Securities Act as soon as practicable after filing, and in any event, subject to certain exceptions, no later than

180 days after the initial filing of the shelf registration statement. In addition, all holders of the Class A common shares sold in our initial private placement may elect to participate in this offering as selling shareholders, and holders of Class A common shares have made such an election. As a result, upon completion of this offering, holders of Class A common shares acquired in our initial private placement and follow-on private placement have registration rights that obligate us to register their shares under the Securities Act. Once we register the shares, they can be freely sold in the public market, subject to any applicable lock-up agreements. See “Shares Eligible for Future Sale.”

In connection with the Management Internalization, we entered into a registration rights agreement with AH LLC providing for registration rights exercisable after December 10, 2015. After June 10, 2015, if we are eligible to file a shelf registration statement under the Securities Act, AH LLC has a right to request that we file and maintain a shelf registration statement to register for resale the Class A common shares and securities convertible into Class A common shares that are held by AH LLC. In addition, AH LLC has the right to request that we cooperate with AH LLC in up to three underwritten offerings of our Class A common shares under the shelf registration statement, provided such right may be invoked not more often than once every six months (subject to suspension rights in favor of the Company) and each such underwritten offering generally must yield gross proceeds to AH LLC of not less than $100 million per offering. After December 10, 2015, AH LLC has unlimited “piggyback” registration rights to include the Class A common shares and securities convertible into Class A common shares that AH LLC owns in other registration statements that we may initiate, subject to certain conditions and limitations (including cut-back rights in favor of the Company). See “Description of Equity Shares—Registration Rights” for more discussion on the registration rights of our continuing investors and AH LLC.

Further, in connection with the Alaska Joint Venture Acquisition, APFC received 43,609,394 Class A common shares subject to a 180 day lock-up period following this offering. In connection with the Alaska Joint Venture Acquisition, we entered into a registration rights agreement with APFC. Under the terms of such agreement, after we become eligible to file a shelf registration statement, APFC has a right to request that we file and maintain a shelf registration statement to register for resale the Class A common shares acquired by APFC in connection with the Alaska Joint Venture Acquisition and the right to request that we cooperate with APFC in up to three underwritten offerings of our Class A common shares under the shelf registration statement. Beginning 180 days after the date of this prospectus, APFC has unlimited “piggyback” registration rights to include the Class A common shares that APFC acquired through the Alaska Joint Venture Acquisition in other registration statements that we may initiate, subject to certain conditions and limitations.

Future sales of our Class A common shares or other securities convertible into our Class A common shares could cause the market value of our Class A common shares to decline and could result in dilution of your shares.

Our board of trustees is authorized, without shareholder approval, to cause us to issue additional common shares or to raise capital through the issuance of preferred shares (including equity or debt securities convertible into Class A common shares), options, warrants and other rights, on terms and for consideration as our board of trustees in its sole discretion may determine. Sales of substantial amounts of our Class A common shares could cause the market price of our Class A common shares to decrease significantly. We cannot predict the effect, if any, of future sales of our Class A common shares or the availability of our Class A common shares for future sales on the value of our Class A common shares.

We and the selling shareholders are offering Class A common shares, as described in this prospectus. Sales of substantial amounts of our Class A common shares, or the perception that such sales could occur, may adversely affect the market price of our Class A common shares. Immediately prior to this offering, we had 85,389,248 Class A common shares issued and outstanding.

Distributions on the Series C units will initially be higher than distributions on the Class A units.

Holders of the Series C units will be entitled to distributions equal to the actual net cash flow of the properties in the AH LLC Portfolio up to a maximum of 3.9% per unit per year based on a price per unit of

$15.50 but will not be entitled to any distributions of income generated by any other properties or operations of our company or any liquidating distributions. Holders of Class A units, including our company and AH LLC, will be entitled to any net cash flow from the AH LLC Portfolio above the maximum yield on the Series C units, as well as distributions of all other cash available for distribution from our operating partnership. Initially, per unit distributions to the holders of Series C units will be more than per unit distributions to holders of Class A units. If holders of the Series C units have not exercised their right to convert the Series C units into Class A units by the earlier of (i) the third anniversary of the original issuance of the Series C units or (ii) the date of commencement of the dissolution, liquidation or winding up of our operating partnership, then the Series C units will automatically convert into Class A units.

Future issuances of our or our operating partnership’s debt and equity securities that rank senior to our Class A common shares may adversely affect the market price of our Class A common shares.

We and our operating partnership are permitted, without shareholder approval, to issue debt or equity securities that have priority over our Class A common shares. Upon bankruptcy or liquidation, holders of our or our operating partnership’s debt securities and preferred shares or units and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our Class A common shares. These securities have, and our preferred shares, if issued, could have, a preference on liquidating distributions or a preference on dividend payments or both that limit our ability to pay a dividend or other distribution to the holders of our Class A common shares. Our decision to issue securities in the future will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future issuances, and purchasers of our Class A common shares in this offering bear the risk of our future issuances reducing the market price of our Class A common shares and diluting their ownership interest in our company.

An increase in market interest rates may have an adverse effect on the market price of our Class A common shares and our ability to pay distributions to our shareholders.

One of the factors that investors may consider in deciding whether to buy or sell our Class A common shares is our dividend rate as a percentage of our share price, relative to market interest rates. If market interest rates increase, prospective investors may demand a higher dividend rate on our Class A common shares or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and capital market conditions can affect the market price of our Class A common shares. For instance, if interest rates rise without an increase in our dividend rate, the market price of our Class A common shares could decrease because potential investors may require a higher dividend yield on our Class A common shares as market rates on our interest-bearing instruments such as bonds rise. In addition, to the extent we have variable rate debt, rising interest rates would result in increased interest expense on our variable rate debt, thereby adversely affecting our cash flow and our ability to service our indebtedness and pay distributions to our shareholders.

Risks Related to Qualification and Operation as a REIT

Qualifying as a REIT involves highly technical and complex provisions of the Code.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. New legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for us to qualify as a REIT. Certain rules applicable to REITs are particularly difficult to interpret or to apply in the case of REITs investing in real estate mortgage loans that are acquired at a discount, subject to work-outs or modifications, or reasonably expected to be in default at the time of acquisition. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third

parties over which we have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the instrument hedges interest rate risk on liabilities used to carry or acquire real estate assets or manages the risk of certain currency fluctuations, and such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. See “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Gross Income Tests—Income from Hedging Transactions.” As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried back or forward against past or future taxable income in the TRS.

Complying with the REIT requirements may cause us to forgo and/or liquidate otherwise attractive investments.

To qualify as a REIT, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts that we distribute to our shareholders and the ownership of our shares. To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider advantageous. For instance, in order to satisfy the gross income or asset tests applicable to REITs under the Code, we may be required to forgo investments that we otherwise would make. Furthermore, we may be required to liquidate from our portfolio otherwise attractive investments. In addition, we may be required to make distributions to shareholders at disadvantageous times or when we do not have funds readily available for distribution. These actions could reduce our income and amounts available for distribution to our shareholders. Thus, compliance with the REIT requirements may hinder our investment performance.

We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT and that our current organization and proposed method of operation will enable us to continue to qualify as a REIT. However, we have not requested and do not intend to request a ruling from the Internal Revenue Service, or the IRS, that we qualify as a REIT. As a result, we cannot assure you that we qualify or that we will remain qualified as a REIT.

If we fail to qualify as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we will face serious tax consequences that will substantially reduce the funds available for distributions to our shareholders because:

•

we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;

•

we could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and

•

unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our common shares. See “Material U.S. Federal Income Tax Considerations” for a discussion of material U.S. federal income tax consequences relating to us and our common shares.

Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. In addition, we could, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our qualification as a REIT. See “Material U.S. Federal Income Tax Considerations—Taxation of the Company as a REIT.” Any of these taxes would decrease cash available for distribution to our shareholders. In addition, in order to meet the REIT qualification requirements, or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we hold some of our assets through a TRS or other subsidiary corporations that are subject to corporate-level income tax at regular rates. Our TRS may have tax liability with respect to “phantom income” if it is treated as a “dealer” for U.S. federal income tax purposes which would require the TRS to mark to market its assets at the end of each taxable year. In addition, our TRS is subject to federal, state and local corporate taxes. Any of these taxes would decrease cash available for distribution to our shareholders. For more information on taxable REIT subsidiaries see “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Effect of Subsidiary Entities—Ownership of Interests in Taxable REIT Subsidiaries.”

Failure to make required distributions would subject us to U.S. federal corporate income tax.

We believe that we have operated and we intend to continue to operate in a manner so as to qualify as a REIT for U.S. federal income tax purposes. In order to qualify as a REIT, we generally are required to distribute at least 90% of our “REIT taxable income,” determined without regard to the dividends paid deduction and excluding any net capital gain, each year to our shareholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our shareholders in a calendar year is less than a minimum amount specified under the Code. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends, which could adversely affect the value of our Class A common shares if they are perceived as less attractive investments.

The maximum rate applicable to “qualified dividend income” paid by regular “C” corporations to U.S. shareholders that are individuals, trusts and estates generally is 20%. Dividends payable by REITs, however, generally are not eligible for the current reduced rate, except to the extent that certain holding requirements have been met and a REIT’s dividends are attributable to dividends received by a REIT from taxable corporations (such as a REIT’s taxable REIT subsidiaries), to income that was subject to tax at the REIT/corporate level, or to dividends properly designated by the REIT as “capital gains dividends.” Although the reduced rates applicable to dividend income from regular “C” corporations do not adversely affect the taxation of REITs or dividends payable by REITs, it could cause investors who are non-corporate taxpayers to perceive investments in REITs to be relatively less attractive than investments in the shares of regular “C” corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our Class A common shares.

The prohibited transactions tax may limit our ability to engage in transactions.

A REIT’s net income from “prohibited transactions” is subject to a 100% tax. In general, “prohibited transactions” are sales or other dispositions of property other than foreclosure property, held primarily for sale to

customers in the ordinary course of business. We may be subject to the prohibited transactions tax equal to 100% of net gain upon a disposition of real property or debt instruments that we hold. Although a safe harbor to the characterization of the sale of property by a REIT as a prohibited transaction is available, we cannot assure you that we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain sales of our properties or debt instruments or we may conduct such sales through our TRS, which would be subject to U.S. federal and state income taxation. In addition, we may have to sell numerous properties to a single or a few purchasers, which could cause us to be less profitable than would be the case if we sold properties on a property-by-property basis. For example, if we decide to acquire properties or debt instruments opportunistically to renovate in anticipation of immediate resale, we will need to conduct that activity through our TRS to avoid the 100% prohibited transactions tax.

The 100% tax described above may limit our ability to enter into transactions that would otherwise be beneficial to us. For example, if circumstances make it profitable or otherwise uneconomical for us to remain in certain states or geographical markets, the 100% tax could delay our ability to exit those states or markets by selling our assets in those states or markets other than through a TRS, which could harm our operating profits and the trading price of our Class A common shares.

We may pay taxable dividends in our Class A common shares and cash, in which case shareholders may be required to pay income taxes in excess of the cash dividends they receive.

The IRS has issued private letter rulings to other REITs treating certain distributions that are paid partly in cash and partly in shares as taxable dividends that would satisfy the REIT annual distribution requirement and qualify for the dividends paid deduction for U.S. federal income tax purposes. Those rulings may be relied upon only by taxpayers to whom they were issued, but we could request a similar ruling from the IRS. In addition, the IRS previously issued a revenue procedure authorizing publicly traded REITs to make elective cash/share dividends, but that revenue procedure does not apply to our 2013 and future taxable years. Various aspects of such a taxable cash/share dividend are uncertain and have not yet been addressed by the IRS. No assurance can be given that the IRS will not impose additional requirements in the future with respect to taxable cash/share dividends, including on a retroactive basis, or assert that the requirements for such taxable cash/share dividends have not been met. Accordingly, it is unclear whether and to what extent we will be able to make taxable dividends payable in cash and Class A common shares.

If we made a taxable dividend payable in cash and Class A common shares, taxable shareholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, shareholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received.

If the operating partnership fails to qualify as a partnership for federal income tax purposes, we could fail to qualify as a REIT and suffer other adverse consequences.

We believe that our operating partnership is organized and will be operated in a manner so as to be treated as a partnership and not an association or a publicly traded partnership taxable as a corporation, for U.S. federal income tax purposes. As a partnership, our operating partnership will not be subject to U.S. federal income tax on its income. Instead, each of the partners will be allocated its share of our operating partnership’s income. No assurance can be provided, however, that the IRS will not challenge our operating partnership’s status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. Also, the failure of the operating partnership to qualify as a partnership would cause it to become subject to U.S. federal corporate income tax, which would reduce significantly the amount of its cash available for distribution to its partners, including us.

The ability of our board of trustees to revoke our REIT qualification without shareholder approval may cause adverse consequences to our shareholders.

Our declaration of trust provides that our board of trustees may revoke or otherwise terminate our REIT election, without shareholder approval, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and would no longer be required to distribute most of our taxable income to our shareholders, which may have adverse consequences on our total return to our shareholders.

Our ownership of our TRS will be subject to limitations and our transactions with our TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

The Code provides that no more than 25% of the value of a REIT’s assets may consist of shares or securities of one or more TRSs. This requirement limits the extent to which we can conduct activities through TRSs. In addition, the Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We monitor the value of our respective investments in our TRS for the purpose of ensuring compliance with TRS ownership limitations and we intend to structure our transactions with our TRS on terms that we believe are arm’s-length to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the 25% taxable REIT subsidiaries limitation or to avoid application of the 100% excise tax. For more information on taxable REIT subsidiaries see “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Effect of Subsidiary Entities—Ownership of Interests in Taxable REIT Subsidiaries.”

You may be restricted from acquiring or transferring certain amounts of our common shares.

The share ownership restrictions of the Code for REITs and the 8.0% common share ownership limit that applies to all shareholders, other than the Hughes family which is subject to the “excepted holder limit” (as defined in the declaration of trust) and “designated investment entities” (as defined in the declaration of trust) which are subject to a 9.9% common share ownership limit, all as provided in our declaration of trust may inhibit market activity in our equity shares and restrict our business combination opportunities. See “Description of Equity Shares—Restrictions on Ownership and Transfer.”

In order to qualify as a REIT for each taxable year beginning with our taxable year ending December 31, 2013, five or fewer individuals, as defined in the Code, may not own, beneficially or constructively, more than 50% in value of our issued and outstanding equity shares at any time during the last half of a taxable year. Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our equity shares under this requirement. Additionally, at least 100 persons must beneficially own our equity shares during at least 335 days of a taxable year for each taxable year after 2012. To help insure that we meet these tests, our declaration of trust restricts the acquisition and ownership of our equity shares.

Our declaration of trust, with certain exceptions, authorizes our trustees to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of trustees, our declaration of trust prohibits any person, other than the Hughes family which is subject to the “excepted holder limit” (as defined in the declaration of trust) and “designated investment entities” (as defined in the declaration of trust), from beneficially or constructively owning more than 8.0% in value or number of shares, whichever is more restrictive, of our outstanding common shares. Our board of trustees may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of 8.0% of the value of our outstanding common shares would result in our failing to qualify as a REIT. These restrictions on ownership and transfer will not apply, however, if our board of trustees determines that it is no longer in our best interest to continue to qualify as a REIT.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common shares.

At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended, possibly with retroactive effect. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and whether any such law, regulation, or interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such change in or any new U.S. federal income tax law, regulation or administrative interpretation.

We may be required to report taxable income for certain investments in excess of the economic income that we ultimately realize from them.

Our TRS may invest in mortgages, including NPLs, for less than their face amount. The amount of such discount is generally be treated as “market discount” for U.S. federal income tax purposes. Accrued market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is made, unless we elect to include accrued market discount in income as it accrues. Principal payments on certain loans are made monthly, and consequently accrued market discount may have to be included in income each month as if the debt instrument were assured of ultimately being collected in full. If we collect less on the debt instrument than our purchase price plus the market discount we had previously reported as income, we may not be able to benefit from any offsetting loss deductions.

In the event that any debt instruments acquired by us are delinquent as to mandatory principal and interest payments, or in the event payments with respect to a particular debt instrument are not made when due, we may nonetheless be required to continue to recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate collectability. While we would in general ultimately have an offsetting loss deduction available to us when such interest was determined to be uncollectible, the utility of that deduction could depend on our having taxable income in that later year or thereafter.

Finally, we or our TRS may recognize taxable “phantom income” as a result of modifications, pursuant to agreements with borrowers, of debt instruments that we acquire if the amendments to the outstanding debt are “significant modifications” under the applicable Treasury regulations. In addition, our TRS may be treated as a “dealer” for U.S. federal income tax purposes, in which case the TRS would be required to mark to market its assets at the end of each taxable year and recognize taxable gain or loss on those assets even though there has been no actual sale of those assets.

FORWARD-LOOKING STATEMENTS

Various statements contained in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including those discussed under “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, contingencies and uncertainties include, but are not limited to, the following:

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We are employing a new and untested business model with no proven track record, which may make our business difficult to evaluate.

•

We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business and operating results.

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We face significant competition for acquisitions of our target properties, which may limit our strategic opportunities and increase the cost to acquire those properties.

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We face significant competition in the leasing market for quality tenants, which may limit our ability to rent our single-family homes on favorable terms or at all.

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The estimates, forecasts and projections relating to our markets prepared by JBREC are based upon numerous assumptions and may not prove to be accurate.

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If occupancy levels and rental rates in our target markets do not increase sufficiently to keep pace with rising costs of operations, our income and distributable cash will decline.

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Declining real estate values and impairment charges could adversely affect our earnings and financial condition.

•

Mortgage loan modification programs and future legislative action may adversely affect the number of available properties that meet our investment criteria.

•

Completion of the Management Internalization has exposed us to new and additional responsibilities, costs and risks.

•

Our board of trustees has approved a very broad investment policy and does not review or approve each acquisition decision made by AH LLC.

•

We may be adversely affected by lawsuits alleging trademark infringement as such lawsuits could materially harm our brand name, reputation and results of operations.

•

Our fiduciary duties as the general partner of our operating partnership could create conflicts of interest, which may impede business decisions that could benefit our shareholders.

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As long as AH LLC continues to perform acquisition and renovation services for us, we will depend on AH LLC for our external growth.

•

The availability and timing of cash distributions is uncertain.

•

Members of our executive team, our board of trustees, continuing investors, AH LLC and APFC collectively own a significant amount of our Class A common shares or OP units exchangeable for our

Class A common shares, and future sales by these holders of our Class A common shares, or the perception that such sales could occur in the future, could have a material adverse effect on the market price of our Class A common shares.

•

While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance, and you should not unduly rely on them. The forward-looking statements in this prospectus speak only as of the date of this prospectus. We are not obligated to update or revise these statements as a result of new information, future events or otherwise, unless required by applicable law.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our Class A common shares in this offering will be approximately $ , based on the midpoint of the price range set forth on the cover of this prospectus (or approximately $ if the underwriters exercise their option to purchase up to additional shares in full), after deducting the underwriting discount and other estimated offering expenses payable by us.

We will contribute the net proceeds of this offering to our operating partnership in exchange for OP units. Our operating partnership intends to use the net proceeds received from our contribution (i) to repay the indebtedness we have incurred or expect to incur under our credit facility, (ii) to acquire and renovate single-family properties, including the escrowed properties listed under “Summary—Our Properties,” in accordance with our business strategy described in this prospectus and (iii) for general business purposes. As of May 31, 2013, we had 1,455 properties in escrow, with an estimated total investment of $247 million. At June 21, 2013, we had $450 million of borrowings outstanding under our credit facility, which was incurred to acquire and renovate single family properties. Our credit facility bears interest at 30 day LIBOR plus 2.75%. We may borrow under our credit facility until March 7, 2015, which period may be extended for an additional year, subject to the satisfaction of certain financial covenant tests. Our credit facility will mature one year after the expiration of such period.

Pending application of any portion of the net proceeds, we or our operating partnership will invest such funds in interest-bearing accounts and short-term interest-bearing securities consistent with our intention to qualify for taxation as a REIT. These investments are expected to provide lower net returns than we will seek to achieve with our target assets.

We will not receive any of the net proceeds from the sale of our Class A common shares in this offering by the selling shareholders.

DISTRIBUTION POLICY

The amount, timing and frequency of distributions authorized by our board of trustees will be based upon a variety of factors, including:

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actual results of operations;

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our level of retained cash flows;

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the timing of the investment of the net proceeds of this offering;

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restrictions under Maryland law;

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any debt service requirements and compliance with covenants under our credit facility;

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our taxable income;

•

the annual distribution requirements under the REIT provisions of the Code;

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distributions to senior equity security holders; and

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other factors that our board of trustees may deem relevant.

Our ability to make distributions to our shareholders will depend upon the ability of our management team to invest the net proceeds of this offering in our target assets in accordance with our business strategy and the performance of our properties. Distributions will be made in cash to the extent that cash is available for distribution. We may not be able to generate sufficient net interest income to pay distributions to our shareholders. In addition, our board of trustees may change our distribution policy in the future. We may not pay an initial distribution until a significant portion of the proceeds of this offering have been invested. See “Risk Factors.”

Our declaration of trust allows us to issue preferred shares that could have a preference on distributions. If we do issue preferred shares, the distribution preference on the preferred shares could limit our ability to make distributions to the holders of our common shares. Our board of trustees will set the level of distributions. We intend to distribute our taxable income to our shareholders and retain the balance of our cash available for distribution for reinvestment in properties. However, our cash available for distribution may be less than the amount required to meet the distribution requirements for REITs under the Code, and we may be required to borrow money, sell assets or make taxable distributions of our equity shares or debt securities to satisfy the distribution requirements. Additionally, we may pay future distributions from the proceeds from this offering or other securities offerings and thus all or a portion of such distributions may constitute a return of capital for federal income tax purposes. We also may elect to pay all or a portion of any distribution in the form of a taxable distribution of our shares or debt securities.

The timing and frequency of distributions authorized by our board of trustees in its sole discretion and declared by us will be based upon a variety of factors deemed relevant by our board of trustees, which may include among others: our actual and projected results of operations; our liquidity, cash flows and financial condition; revenue from our properties; our operating expenses; economic conditions; debt service requirements; limitations under our financing arrangements; applicable law; capital requirements and the REIT requirements of the Code. Our actual results of operations will be affected by a number of factors, including the revenue we receive from our assets, our operating expenses, interest expenses and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see “Risk Factors.”

We cannot guarantee whether or when we will be able to make distributions or that any distributions will be sustained over time. Distributions to our shareholders generally will be taxable to our shareholders as ordinary income, although a portion of such distributions may be designated by us as capital gain dividends or qualified dividend income, or may constitute a return of capital. We will furnish annually to each of our shareholders a statement setting forth distributions paid during the preceding year and their federal income tax treatment. For a discussion of the federal income tax treatment of our distributions, see “Material U.S. Federal Income Tax Considerations.”

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2013 on a historical basis and as adjusted to give effect to the sale by us of Class A common shares in this offering at an assumed initial public offering price of $ share, based on the mid-point of the price range set forth on the front cover of this prospectus, less underwriting discounts and commissions and other estimated offering expenses payable by us. You should read this table together with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.


	As of March 31, 2013
	Historical		As Adjusted
	(dollars in thousands)
Debt:		—		—
Shareholders’ equity:
Preferred shares—$0.01 par value per share, 100,000,000 shares authorized, no shares issued and outstanding	$	—	$	—
Class A common shares—$0.01 par value per share, 450,000,000 shares authorized, 85,382,748 shares issued and outstanding at March 31, 2013, ⁽¹⁾ and shares as adjusted		854
Class B common shares—$0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at March 31, 2013, and shares as adjusted		6
Additional paid-in capital		1,261,141

Shareholders’ equity		1,262,001

Noncontrolling interest		384,492

Total capitalization	$	1,646,493	$

(1)

Excludes: (i) an aggregate of 670,000 of our Class A common shares issuable upon exercise of options previously granted to members of our board of trustees and our former manager’s executive team, employees and other service providers under the 2012 Incentive Plan that vest ratably over a period of four years from the date of grant; (ii) 5,330,000 of our Class A common shares available for issuance in the future under the 2012 Incentive Plan, subject to certain contingencies; (iii) Class A common shares issuable upon the exercise in full by the underwriters of their option to purchase additional Class A common shares from us at the initial public offering price; (iv) 434,783 Class A common shares issued in April 2013 upon exercise of AH LLC’s subscription agreement option; (v) 4,375,000 Series D units issued in June 2013 in connection with the Management Internalization, each of which are convertible into Class A units (or Class B units in certain circumstances) on a one-for-one basis only effective as of the later of (1) 30 months from the date of issuance, and (2) upon achieving certain financial metrics or share appreciation targets; (vi) 4,375,000 Series E units issued in June 2013 in connection with the Management Internalization, each of which are convertible into Series D units, or if the Series D units have previously converted into Class A units or Class B units in certain circumstances, into Class A units (or Class B units in certain circumstances) on February 29, 2016 if certain conditions are met; (vii) 43,609,394 Class A common shares and 12,395,965 Class A units issued in June 2013 in connection with the Alaska Joint Venture Acquisition; (viii) 705,167 Class A units issued in June 2013 in connection with AH LLC’s contribution of its interests in RJ American Homes 4 Rent Two, LLC, or RJ2, to our operating partnership; (ix) 653,492 Class A units issued in June 2013 upon conversion of 653,492 3.5% convertible perpetual preferred units in connection with AH LLC’s transfer of the remaining 80% of the promoted interest in RJ American Homes 4 Rent One, LLC, or RJ1, to our operating partnership; (x) 31,085,974 Series C units issued in connection with our operating partnership’s acquisition of the AH LLC Portfolio in February 2013, each of which are convertible into Class A units; and (xi) 32,667 Class A units issued in connection with our operating partnership’s acquisition of 367 single-family properties from AH LLC in December 2012. In general, beginning 12 months after the date of issuance, holders of our Class A units have the right to require our operating partnership to redeem part or all of their Class A units for cash or, at our election, our Class A common shares on a one-for-one basis.

DILUTION

Purchasers of our Class A common shares offered in this prospectus will experience an immediate dilution in the net tangible book value per Class A common share from the initial public offering price. As of March 31, 2013, we had a pro forma combined net tangible book value of $ million, or $ per Class A common share. After giving effect to the sale of our Class A common shares offered hereby, including the use of proceeds as described under “Use of Proceeds,” and the deduction of underwriting discounts and commissions and estimated offering expenses, the pro forma net tangible book value as of March 31, 2013 attributable to common shareholders would have been $ million, or $ per Class A common share, assuming the redemption of Class A units representing limited partner interests in our operating partnership for our Class A common shares on a one-for-one basis. This amount represents an immediate increase in net tangible book value of $ per share to existing investors and an immediate dilution in pro forma net tangible book value of $ per share to new public investors. The following table illustrates this per share dilution:


Assumed initial public offering price per share based on the midpoint of the price range set forth on the cover page of this prospectus		$
Net tangible book value per share at March 31, 2013, before this offering		$
Net increase in pro forma net tangible book value per share attributable to this offering		$
Pro forma net tangible book value per share after this offering		$
Dilution in pro forma net tangible book value per share to investors in this offering		$

Differences Between New Investors and Existing Investors

The table below summarizes, as of March 31, 2013, on a pro forma basis after giving effect to this offering, the differences between the average price per share paid by our existing investors and the new investors purchasing shares in this offering, the total consideration paid and the average price per common share or OP unit paid by the existing investors in and paid in cash by the new investors purchasing shares in this offering (based on the midpoint of the price range set forth on the cover page of this prospectus).


	Shares / OP Units Issued / Granted		Pro Forma Net Tangible Book Value of Contribution / Cash		Average Price Per Share
	Number	Percentage	Amount	Percentage	Average Price Per Share
Existing investors
New investors

Total

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected historical consolidated financial information and selected portfolio data as of March 31, 2013 (unaudited) and December 31, 2012 and 2011 and for the three months ended March 31, 2013 and 2012 (unaudited), for the year ended December 31, 2012 and the period from June 23, 2011 to December 31, 2011. The selected consolidated financial information presented below under the captions “Consolidated Statements of Operations Data” and “Consolidated Balance Sheets Data” have been derived from our consolidated financial statements. Under the provisions of ASC 805, Business Combinations, we have reflected transactions between businesses under common control retroactively based on the date AH LLC commenced acquiring properties on June 23, 2011. As such, the statements of operations reflect activity prior to our date of formation, and the properties contributed to us by AH LLC are reflected retroactively on the balance sheets based on AH LLC’s net book value. Therefore, our selected consolidated financial data may not be indicative of our past or future results and does not reflect our financial position or results of operations had it been presented as if we had been operating independently during the period presented. Because the information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes, you should read it in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the related notes, included elsewhere in this prospectus.

Consolidated Statements of Operations Data


	Three Months Ended March 31, 2013 (Unaudited)			Three Months Ended March 31, 2012 (Unaudited)			Year Ended December 31, 2012			Period from June 23, 2011 to December 31, 2011
	(in thousands, except per share amounts)
Revenue:
Rents from single-family properties	$	6,644		$	96		$	4,540		$	65

Total revenue		6,644			96			4,540			65

Expenses:
Property operating and expenses:
Leased single-family properties		2,566			43			1,744			27
Vacant single-family properties		1,729			22			1,846			12
General and administrative expense		1,625			170			7,199			47
Interest expense		370			—			—			—
Noncash share-based compensation expense		174			—			70			—
Acquisition fees and costs expensed		1,390			—			869			—
Advisory fees		2,742			—			937			—
Depreciation		2,905			25			2,111			21

Total expenses		13,501			260			14,776			107

Noncontrolling interest		895			—			—			—

Net loss attributable to common shareholders	$	(7,752	)	$	(164	)	$	(10,236	)	$	(42	)

Net loss per share—basic and diluted	$	(0.16	)	$	(0.05	)	$	(1.42	)	$	(0.01	)

Consolidated Balance Sheets Data


	As of March 31, 2013		As of December 31, 2012		As of December 31, 2011
	(in thousands)		(in thousands)		(in thousands)
Single-family properties, net	$	1,120,843	$	505,713	$	3,495
Cash and cash equivalents		519,410		397,198		—
Rent and other receivables		8,808		6,586		11
Escrow deposits		22,623		10,968		—
Prepaid expenses and other assets		6,577		993		17

Total assets	$	1,678,261	$	921,458	$	3,523

Total liabilities	$	49,798	$	16,294	$	49
Total equity		1,628,463		905,164		3,474

Total liabilities and equity	$	1,678,261	$	921,458	$	3,523

Selected Other Portfolio Data


	As of March 31, 2013		As of December 31, 2012		As of December 31, 2011
Leased single-family properties		2,338		1,164		19
Vacant single-family properties available for lease		1,356		623		2
Single-family properties being renovated		3,880		1,857		12

Total single-family properties owned		7,574		3,644		33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the “Selected Consolidated Financial Data,” “Our Business and Properties,” and the consolidated financial statements and related notes that are included elsewhere in this prospectus. The following discussion includes information derived from our March 31, 2013 and 2012 condensed consolidated financial statements and December 31, 2012 and 2011 consolidated financial statements located elsewhere in this prospectus, which do not include the effects of the Management Internalization, the Alaska Joint Venture Acquisition or this offering. This discussion contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Forward-Looking Statements” or in other parts of this prospectus. As used in this section, unless the context otherwise requires,

Overview

Our Company

We are a Maryland REIT focused on acquiring, renovating, leasing and operating single-family homes as rental properties. We commenced operations in November 2012 to continue the investment activities of AH LLC, which was founded by our chairman, Mr. Hughes, in 2011 to take advantage of the dislocation in the single-family home market. Mr. Hughes has over 40 years of experience in the real estate business and a successful track record as co-founder and former chairman and chief executive officer of Public Storage, a REIT listed on the NYSE. Upon consummation of the Management Internalization, we will have an integrated operating platform that consists of approximately 205 personnel dedicated to property management, marketing, leasing, financial and administrative functions. Our acquisition and renovation functions are performed by AH LLC, to whom we pay an acquisition and renovation fee.

As of May 31, 2013, we owned 11,335 single-family properties with an estimated total investment of $1.9 billion and had an additional 1,447 properties in escrow that we expected to acquire, subject to customary closing conditions, for an estimated total investment of $246 million. As of May 31, 2013, we owned properties in selected sub-markets of MSAs in 20 states, and we continually evaluate potential new target markets that fit our underwriting criteria and are located where we believe we can achieve sufficient scale for internalized property management.

We intend to become a leader in the single-family home rental industry by aggregating a geographically diversified portfolio of high quality single-family homes and developing “American Homes 4 Rent” into a nationally recognized brand that is well-known for quality, value and tenant satisfaction and is well respected in our communities. Our objective is to generate attractive, risk-adjusted returns for our shareholders through dividends and capital appreciation. We intend to use the net proceeds of this offering to (i) repay indebtedness we have incurred or expect to incur under our credit facility, (ii) continue to acquire and renovate single-family properties (including escrowed properties) in accordance with our business strategy described in this prospectus and (iii) for general business purposes.

Our consolidated financial statements retroactively reflect two transactions between us and AH LLC as transactions between businesses under common control. In December 2012, AH LLC contributed 367 properties to us with an agreed-upon value of $49,444,000 and made a cash investment of $556,000, in exchange for 3,300,000 Class A common shares, 667 Class B common shares, and 32,667 Class A units of our operating partnership. In February 2013, AH LLC contributed the AH LLC Portfolio to us with an agreed-upon value of $491,666,000, in exchange for 31,085,974 Series C units of our operating partnership and 634,408 of our Class B common shares. The accounts relating to the properties acquired in those transactions have been reflected retroactively at AH LLC’s net book value.

AH LLC commenced acquiring these properties on June 23, 2011, and, accordingly, the statements of operations reflect activity prior to our date of formation. Our consolidated financial statements are not indicative of our past or future results and do not reflect our financial position, results of operations, changes in equity and cash flows had they been presented as if we had been operated independently during the period presented. Accordingly, this discussion of our financial statements encompasses certain aspects of the historical operations of AH LLC.

Substantially all of our operations are conducted through our operating partnership. We are the sole general partner, and, as of March 31, 2013 and December 31, 2012, we owned approximately 99.96% and 99.9%, respectively, of the Class A common units. As general partner, we have the exclusive power to manage and conduct the business of our operating partnership. AH LLC is the sole limited partner and owned approximately 0.04% and 0.1% of the Class A common units as of March 31, 2013 and December 31, 2012, respectively, and has no authority to transact business on behalf of our operating partnership or participate in management activities of our operating partnership. Class A common units may be redeemed for cash or, at our option, exchanged for our Class A common shares on a one-for-one basis.

Prior to June 10, 2013, we were advised by our former manager and our properties were managed by our former property manager, both of which were subsidiaries of AH LLC. Under the terms of an advisory management agreement with our former manager and a property management agreement with our former property manager, AH LLC and its affiliates provided services that were essential to us.

Recent Transactions

As discussed elsewhere in this prospectus, the Company closed the below described Management Internalization and Alaska Joint Venture Acquisition transactions prior to the commencement of this offering. Our historical financial statements located elsewhere in this prospectus, which have been used as a basis for management’s discussion and analysis of our financial condition and results of operations within this section, do not include the effects of the Management Internalization or the Alaska Joint Venture Acquisition. For more information regarding the pro forma effects of the Management Internalization and the Alaska Joint Venture Acquisition, see “Pro Forma Condensed Consolidated Financial Information (unaudited).”

Management Internalization

Pursuant to a contribution agreement among AH LLC, us and our operating partnership, the Company acquired our former manager and our former property manager from AH LLC in exchange for 4,375,000 subordinated Series D units and 4,375,000 subordinated Series E units. Under terms of the Management Internalization, all administrative, financial, property management, marketing and leasing personnel, including executive management, became fully dedicated to us. Acquisition and renovation personnel have continued to remain employees of AH LLC or its affiliates and will until December 10, 2014. After September 10, 2014, we have the right to offer employment to such acquisition and renovation personnel that will commence in December 10, 2014. Until such time as we have completed our hiring of such acquisition and renovation personnel as described above, AH LLC pays us a monthly fee of $100,000 for maintenance and use of certain intellectual property transferred to us in the Management Internalization. For more information on the Management Internalization, see “Certain Relationships and Related Party Transactions—Management Internalization.”

The consummation of the Management Internalization impacted how transactions of a similar nature between the Company and AH LLC were recorded in the consolidated financial statements. As described in

Note 8 to our consolidated financial statements included elsewhere in this prospectus, AH LLC exercised control over the Company through the contractual rights provided to our former manager in the advisory management agreement. Accordingly, contributions of AH LLC-controlled businesses to the Company were treated as common control transactions that were recorded based on AH LLC’s carrying value and retroactively reflected in the Company’s historical consolidated financial statements. In connection with the Management Internalization, the advisory management agreement was terminated, and, as a result, AH LLC no longer exercises control over us. As control of the management entities is transitory, the Management Internalization and any transactions of a similar nature in the future will be treated as business combinations in accordance with ASC 805, Business Combinations.

Similarly, our results will be significantly impacted by the Management Internalization. The Company no longer pays the advisory management fee that it had been paying to our former manager and no longer pays a property management fee to our former property manager. In addition, by December 10, 2014, we will no longer be obligated to pay to AH LLC an acquisition fee. We believe that elimination of these fees will be offset to some extent by an increase in general and administrative expenses as we have assumed direct responsibility for advising the Company and managing our properties. However, we believe that, over time, the increases in general and administrative expenses will be significantly less than the reduction in the fees associated with the Management Internalization.

Alaska Joint Venture Acquisition

On June 10, 2013, we consummated a transaction with APFC and AH LLC to acquire a portfolio of 4,778 single-family properties for a total purchase price of $904,487,000, consisting of the issuance of 43,609,394 Class A common shares of the Company to APFC and 12,395,965 Class A units of the Company’s operating partnership to AH LLC. For more information on the Alaska Joint Venture Acquisition, see “Certain Relationships and Related Party Transactions—Alaska Joint Venture Acquisition.”

Factors That Affect Our Results of Operations and Financial Condition

Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. Key factors that impact our results of operations and financial condition include our ability to identify and acquire properties, our pace of property acquisitions, the time and cost required to remove any existing occupants and then to renovate and lease a newly acquired property at acceptable rental rates, occupancy levels, rates of tenant turnover, the length of vacancy in properties between tenant leases, our expense ratios, our ability to raise capital and our capital structure.

Property Acquisitions

We have rapidly but systematically grown our portfolio of single-family homes and intend to continue to do so. Our ability to identify and acquire single-family homes that meet our investment criteria is impacted by home prices in our target markets, the inventory of properties available for sale through our acquisition channels and competition for our target assets.

AH LLC’s acquisition and renovation platform, together with the breadth and depth of our executive team has provided processes and systems to accumulate and regularly evaluate relevant data on a real-time basis to track and manage key aspects of our business, such as acquisition costs, renovation costs and the amount of time required to convert an acquired single-family home to a rental property. See “Our Business and Properties—Our Business and Growth Strategies.”

Property Operations

Once a home is acquired, if it is not occupied, we access, renovate, market and lease the property. The acquisition of properties involves capital expenditures in addition to payment of the purchase price, including payments for acquisition fees, property inspections, closing costs, title insurance, transfer taxes, recording fees,

broker commissions, property taxes and HOA fees (when applicable). In addition, we typically incur between $5,000 and $20,000 to renovate a home to prepare it for rental. Renovation work varies, but may include paint, flooring, carpeting, cabinetry, appliances, plumbing hardware and other items required to prepare the home for rental. The time and cost involved in accessing our homes and preparing them for rental can significantly impact our financial performance. The time to renovate a newly acquired property can vary significantly among properties for several reasons, including the property’s acquisition channel, the age and condition of the property and whether the property was vacant when acquired. Our operating results also are impacted by the amount of time it takes to market and lease a property, as well as the length of stay by our tenants. The period of time to market and lease a property can vary greatly and is impacted by local demand, our marketing techniques and the size of our available inventory. We actively monitor these measures and trends.

Revenue

Our revenue is derived primarily from rents collected under lease agreements related to our single-family properties. These include short-term leases that we enter into directly with our tenants, which typically have a term of six months to two years. Our rental revenue was approximately $6,644,000 and $96,000 for the three months ended March 31, 2013 and 2012, respectively, and $4,540,000 and $65,000 for the year ended December 31, 2012 and the period from June 23, 2011 (inception) through December 31, 2011, respectively. The most important drivers of revenue, aside from the overall growth of our portfolio, are rental rates and occupancy levels. Our rental rates and occupancy levels are affected by macroeconomic factors and local and property-level factors, including market conditions, seasonality and tenant defaults, and the amount of time it takes to renovate and re-lease properties when tenants vacate. We generally do not offer free rent or other concessions in connection with leasing our properties. For a more detailed discussion of important factors that impact our revenue, see “Our Business and Properties.”

The growth of our portfolio has been significant in recent months, as we have increased the rate at which we acquire properties. To fuel our acquisition pipeline, we continue to broaden our targeted markets, and are now currently active in 45 markets in 21 states.

We expect that the occupancy of our portfolio will increase as the proportion of recently acquired properties declines relative to the size of our entire portfolio. Nevertheless, in the near term, our ability to drive revenue growth will depend in large part on our ability to efficiently renovate and lease newly acquired properties, maintain occupancy in the rest of our portfolio and acquire additional properties, both leased and vacant. For more information on our leasing performance, properties under renovation, rent-ready occupancy and average scheduled monthly rents for leased properties, see the table entitled “Our Leasing Performance” in the prospectus summary.

Expenses

We monitor the following categories of expenses that we believe most significantly affect our results of operations.

Property Expenses

Once a property is available for lease, which we refer to as “rent-ready,” we incur ongoing property-related expenses, primarily marketing expenses, HOA fees (when applicable), property taxes and insurance, which may not be subject to our control.

Property Management

Historically, our former property manager provided all property management functions for our properties. These functions included overseeing and directing the leasing, management and advertising of our single-family properties, including collecting rents and interacting with our tenants. We paid our former property manager a fee

equal to 6% of collected rents and a leasing fee equal to one-half of the monthly rent for a twelve-month term (prorated for the actual term of the lease) upon execution of each lease and renewal. Such fees have been reflected in our consolidated statements of operations. In addition to these fees, we also were responsible for all direct property expenses. In connection with the Management Internalization, our operating partnership acquired our former property manager, and we have assumed the responsibility to perform these functions internally. Following the Management Internalization, we will incur costs such as salary expenses for property management personnel, lease expenses for property management offices and technology expenses for maintaining the property management platform. Property management and leasing fees have been discontinued.

Overhead

In our consolidated statements of operations appearing elsewhere in this prospectus, advisory fees payable to our former manager have been reflected as an expense. General and administrative expenses includes costs directly incurred by us during the periods presented and primarily consists of audit and tax fees, trustees’ fees and trustee and officers’ insurance costs. It also includes allocated general and administrative expenses incurred by AH LLC that are either clearly applicable to or have been reasonably allocated to the operations of the properties contributed by AH LLC in connection with our initial private placement and the AH LLC Portfolio.

Following the Management Internalization, we will incur significant general and administrative expenses, including those related to our internal management platform. In the near term, as our business grows, and as a result of the Management Internalization, we expect to hire additional personnel, which will increase our general and administrative expenses. In addition, we will incur additional costs related to operating as a public company due to increased legal, insurance, accounting and other expenses related to corporate governance, SEC reporting and other compliance matters. Over time as our portfolio grows, we expect these costs to decline as a percentage of revenue.

Results of Operations

Property Operations

Three months ended March 31, 2013 and 2012

As of March 31, 2013 and 2012, we owned 7,574 and 158 single-family properties (including contributed properties), respectively, 31% and 25% of which were leased, respectively, generating rental revenue of approximately $6,644,000 and $96,000, respectively. As of March 31, 2013 and 2012, 51% and 66% of our properties were in the process of being renovated, respectively, and 18% and 9% of our properties had been renovated and were rent-ready, respectively. The following is a summary of property operations by category:


	Three Months Ended March 31, 2013
	Vacant Properties (In Renovation and Rent Ready)			Leased Properties		Total
	(in thousands, except for number of properties)
Property revenues	$	—		$	6,644	$	6,644
Property operating expense		1,729			2,566		4,295

Net property operating income (loss)	$	(1,729	)	$	4,078	$	2,349

Number of properties at March 31, 2013		1,356			2,338		3,694


	Three Months Ended March 31, 2012
	Vacant Properties (In Renovation and Rent Ready)			Leased Properties		Total
	(in thousands, except for number of properties)
Property revenues	$	—		$	96	$	96
Property operating expense		22			43		65

Net property operating income (loss)	$	(22	)	$	53	$	31

Number of properties at March 31, 2012		15			39		54

During the three months ended March 31, 2013 and 2012, our former property manager earned an aggregate property management fee of $203,000 and $0, respectively, which has been included in property operating expenses in the condensed consolidated statements of operations. During the three months ended March 31, 2013 and 2012, our former property manager earned aggregate leasing fees of $427,000 and $0, respectively, which have been included in other assets and are being amortized over the terms of the respective lease agreements. Following the completion of the Management Internalization, we no longer pay property management fees.

Year Ended December 31, 2012 and Period From June 23, 2011 to December 31, 2011

As of December 31, 2012 and 2011, we owned 3,644 and 33 single-family properties (including contributed properties), respectively, 32% and 58% of which were leased, respectively, generating rental revenue of approximately $4,540,000 and $65,000, respectively. As of December 31, 2012 and 2011, 51% and 36% of our properties were in the process of being renovated, respectively, and 17% and 6% of our properties had been renovated and were rent-ready, respectively. The following is a summary of property operations by category:


	Year Ended December 31, 2012
	Vacant Properties (In Renovation and Rent Ready)			Leased Properties		Total
	(in thousands, except for number of properties)
Property revenues	$	—		$	4,540	$	4,540
Property operating expense		1,846			1,744		3,590

Net property operating income (loss)	$	(1,846	)	$	2,796	$	950

Number of properties at December 31, 2012		623			1,164		1,787


	Period From June 23, 2011 to December 31, 2011
	Vacant Properties (In Renovation and Rent Ready)			Leased Properties		Total
	(in thousands, except for number of properties)
Property revenues	$	—		$	65	$	65
Property operating expense		12			27		39

Net property operating income (loss)	$	(12	)	$	38	$	26

Number of properties at December 31, 2011		2			19		21

In 2012, our former property manager earned an aggregate property management fee of $12,000 and an additional $55,000 in leasing fees. Property management fees are recognized in property operating expenses in the consolidated statements of operations and leasing fees are included in other assets and are amortized over the terms of the respective lease agreements. Following the completion of the Management Internalization, we no longer pay property management fees.

General and Administrative Expense

General and administrative expense consists of trustees’ and officers’ insurance expenses, audit fees, trustee fees and other expenses associated with our operations. General and administrative expense for the three months ended March 31, 2013 and the year ended December 31, 2012 was $632,000 and $250,000, respectively. General and administrative expense also includes allocated general and administrative expenses incurred by AH LLC that are either clearly applicable to or reasonably allocated to the operations of the properties contributed by AH LLC in connection with our initial private placement and our acquisition of the AH LLC Portfolio. Allocated general and administrative expenses for the three months ended March 31, 2013 and 2012 were $993,000 and $170,000, respectively. Allocated general and administrative expenses were $6,949,000, and $47,000 for the year ended December 31, 2012 and for the period from June 23, 2011 (inception) to December 31, 2011, respectively. Allocated general and administrative expenses include salaries, rent, consulting services, travel expenses, temporary services and accounting and legal services.

Noncash Share-Based Compensation Expense

Noncash share-based compensation expense was $174,000 and $70,000 for the three months ended March 31, 2013 and for the year ended December 31, 2012, respectively, and relates to options to purchase Class A common shares issued to our trustees and certain officers and directors of AH LLC and our former property manager.

Acquisition Fees and Costs Expensed

Acquisition fees and costs expensed are incurred in connection with the acquisition of properties with existing leases (including AH LLC’s acquisition and renovation fee equal to 5% of the actual purchase price and renovation costs of a property). For properties that are leased at the time of acquisition, these costs are expensed, rather than capitalized as a component of the acquisition cost. For the three months ended March 31, 2013, acquisition fees and costs expensed include $994,000 of acquisition fees associated with single-family properties acquired with in-place leases and $396,000 of costs to transfer title to us for single-family properties we acquired from AH LLC. No acquisition fees or costs were expensed during the three months ended March 31, 2012. For the year ended December 31, 2012 and the period from June 23, 2011 (inception) through December 31, 2011, acquisition fees and costs expensed include $414,000 and $0 of acquisition fees associated with single-family properties acquired with in-place leases, respectively, and $455,000 and $0 of costs to transfer title to us for single-family properties we acquired from AH LLC, respectively. Following the completion of the Management Internalization, we will continue to pay AH LLC’s acquisition and renovation fee until December 10, 2014. Additionally, after September 10, 2014, we will have the right to offer employment to all of AH LLC’s acquisition and renovation personnel that will commence on December 10, 2014.

Advisory Fees

Advisory fees represent fees paid to our former manager pursuant to the terms of an advisory management agreement. Under the terms of this agreement, our former manager was responsible for designing and implementing our business strategy and administrating our business activities and day-to-day operations, subject to oversight by our board of trustees. Our former manager was also responsible for conducting our acquisition activities and performing all of our ongoing administrative functions. The advisory fee was calculated as 1.75% per year of a defined shareholders’ equity calculated and paid quarterly in arrears. Concurrently with our acquisition of the AH LLC Portfolio on February 28, 2013, our former manager agreed to a permanent reduction in the advisory fee of $9,800,000 per year. Upon completion of the Management Internalization, the advisory management agreement was terminated, and we no longer pay the corresponding advisory fee.

Depreciation and Amortization

Depreciation and amortization expense consists primarily of depreciation of buildings. Depreciation of our assets is calculated over their useful lives, which is calculated on a straight-line basis over 5 to 30 years. Depreciation expense was $2,905,000 and $25,000 for the three months ended March 31, 2013 and 2012, respectively, and $2,111,000 and $21,000 for the year ended December 31, 2012 and for the period from June 23, 2011 (inception) to December 31, 2011, respectively.

Cash Flows

Our cash flows from (or used in) operating activities primarily depends on numerous factors, including the occupancy level of our properties, the rental rates achieved on our leases, the collection of rent from our tenants and the level of property operating expenses, advisory fee and general and administrative expenses. Net cash provided by operating activities was $5,379,000 for the three months ended March 31, 2013 and net cash used in operating activities was $139,000 for the three months ended March 31, 2012. For the year ended December 31, 2012 and from June 23, 2011 (inception) to December 31, 2011, net cash used in operating activities was $6,549,000 and $21,000, respectively. Before any property we own begins generating revenue, we take possession of, renovate, market and lease the property.

Our net cash used in investing activities primarily consists of the acquisition cost of properties (including acquisition fees paid to AH LLC) and the costs of renovating our properties. Net cash used in investing activities for the three months ended March 31, 2013, and for the year ended December 31, 2012, includes $49,118,000 and $2,571,000, respectively, of renovation costs to prepare the properties for rental. These costs typically include paint, flooring, appliances, blinds and landscaping.

Our net cash provided by financing activities for the three months ended March 31, 2013 and for the year ended December 31, 2012 primarily consists of $703,497,000 from the issuance of our Class A common shares sold in our March 2013 private placement and $494,839,000 from the issuance of our Class A common shares sold in our November 2012 private placement, respectively. Net cash provided by financing activities was $703,178,000 and $139,000 for the three months ended March 31, 2013 and 2012, respectively, and $501,217,000 and $21,000 for the year ended December 31, 2012 and for the period from June 23, 2011 (inception) to December 31, 2011.

Critical Accounting Policies and Estimates

Our discussion and analysis of our historical financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see “Notes to Unaudited Condensed Consolidated Financial Statements, Note 2—Significant accounting policies” and “Notes to Consolidated Financial Statements, Note 2—Significant accounting policies.”

Investment in Real Estate

Single-family properties acquired but not subject to an existing lease are treated as asset acquisitions, and as such are recorded at their purchase price including acquisition fees, allocated between land, building and improvements based upon their relative fair values at the date of acquisition. Transactions in which single-family properties acquired with an existing lease are recorded as business combinations under the guidance of ASC 805, Business Combinations , and as such are recorded at fair value (approximated by the purchase price), allocated to land, building and the existing lease based upon their relative fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. The cost of single-family properties is allocated between

land and building based upon their relative fair values at the date of acquisition. Fair value is determined based on ASC 820, Fair Value Measurements and Disclosures , primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating purchase price, we utilize our own market knowledge and published market data. In this regard, we also utilize information obtained from county tax assessment records to assist in the determination of the fair value of the land and building. Single-family properties contributed by AH LLC are deemed to be transactions under common control. Accordingly, the assets and liabilities (if any) of the properties we have acquired from AH LLC are recorded by us at AH LLC’s net book value.

For single-family properties acquired with in-place leases, the estimated fair value of acquired in-place leases are the estimated costs we would have incurred to lease the property under similar terms. Such cost is amortized over the remaining life of the lease. For these properties, acquisition fees are expensed as incurred and are included in acquisition fees and costs expensed in our consolidated statements of operations.

The nature of our business requires that in certain circumstances we acquire single-family properties subject to existing liens. Liens that we expect to be extinguished in cash are estimated and accrued on the date of acquisition and recorded as a cost of the property.

We incur costs to prepare our acquired properties to be rented. These costs, along with related holding costs during the period of renovation, are capitalized to the cost of the building. Upon completion of the renovation of our properties, all costs of operations, including repairs and maintenance, are expensed as incurred.

Impairment of Long-Lived Assets

We evaluate our long-lived assets for impairment periodically or whenever events or circumstances indicate that their carrying amount may not be recoverable. Significant indicators of impairment may include, but are not limited to, declines in home values, rental rates and occupancy percentages and significant changes in the economy. If an impairment indicator exists, we compare the expected future undiscounted cash flows against its net carrying amount. If the sum of the estimated undiscounted cash flows is less than the net carrying amount, we would record an impairment loss for the difference between the estimated fair value of the individual property and the carrying amount of the property at that date. No impairments were recorded during the period from June 23, 2011 (inception) through March 31, 2013.

Leasing Costs

Direct and incremental costs that we incur to lease the properties are capitalized and amortized over the term of the leases, which generally have a term of six months to two years. Under the property management agreement, we paid our former property manager a leasing fee equal to one-half of each lease’s monthly rent.

Depreciation and Amortization

Depreciation is computed on a straight-line basis over the estimated useful lives of the buildings and improvements; buildings are depreciated on a straight-line basis over 30 years, and improvements are generally depreciated over five years. We consider the value of in-place leases in the allocation of the purchase price, and the amortization period reflects the remaining terms of the leases. The unamortized portion of in-place leases is included in other assets.

Cash and Cash Equivalents

We consider all demand deposits, cashier’s checks, money market accounts and certificates of deposit with a maturity of three months or less to be cash equivalents. We maintain our cash and cash equivalents and escrow deposits at financial institutions. The combined account balances typically exceed the FDIC insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit. We believe that the risk is not significant.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses that may result from the inability of tenants or borrowers to make required rent or other payments. This allowance is estimated based on payment history and current credit status. As of March 31, 2013 and December 31, 2012, we had recorded no allowance for doubtful accounts.

Rescinded Properties

In certain jurisdictions, our purchases of single-family properties at foreclosure and judicial auctions are subject to the right of rescission. When we are notified of a rescission, the amount of the purchase price is reclassified as a receivable. As of March 31, 2013 and December 31, 2012, rescission receivables totaled $425,000 and $1,612,000, respectively.

Escrow Deposits

Escrow deposits include refundable and non-refundable cash earnest money deposits for the purchase of properties of $9,604,000 and $2,162,000, as of March 31, 2013 and December 31, 2012, respectively. In addition, as of March 31, 2013 and December 31, 2012, escrow deposits include $13,019,000 and $8,806,000, respectively, in amounts paid for single-family properties in certain states that require a judicial order when the risk and rewards of ownership of the property are transferred and the purchase is finalized.

Revenue and Expense Recognition

We lease single-family properties that we own directly to tenants who occupy the properties under operating leases, generally, with terms of six months to two years. Rental revenue, net of any concessions, is recognized on a straight-line basis over the term of the lease, which is not materially different than if it were recorded when due from tenants and recognized monthly as it is earned. We estimate losses that may result from the inability of our tenants to make rental payments required under the terms of the lease. As of March 31, 2013 and December 31, 2012, we had no allowances for such losses.

We accrue for property taxes and HOA assessments based on amounts billed, and, in some circumstances, estimates and historical trends when bills or assessments are not available. If these estimates are not correct, the timing and amount of expenses recorded could be incorrect.

Accrued and Other Liabilities

Accrued and other liabilities consist primarily of trade payables, HOA fees, property tax accruals and accrued fees that are payable to our former manager and our former property manager as of the end of the respective period presented. It also consists of contingent loss accruals, if any. Such losses are accrued when they are probable and estimable. When it is reasonably possible that a significant contingent loss has occurred, we disclose the nature of the potential loss and, if estimable, a range of exposure.

Income Taxes

We intend to elect to be taxed as a REIT under Sections 856 to 860 of the Code, commencing with our taxable year ended December 31, 2012. We believe that we have operated in such a manner as to satisfy the requirements for qualification as a REIT. Accordingly, we will not be subject to federal income tax, provided that we qualify as a REIT and our distributions to our shareholders equal or exceed our REIT taxable income.

However, qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code related to the percentage of income that we earn from specified sources, the percentage of our assets that fall within specified categories, the diversity of our equity share ownership, and the

percentage of our earnings that we distribute. Accordingly, no assurance can be given that we will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates, and we may be ineligible to qualify as a REIT for four subsequent tax years. Even if we qualify as a REIT, we may be subject to certain state or local income taxes, and our TRS will be subject to federal, state and local taxes on its income.

Share-based Compensation

Our 2012 Incentive Plan is accounted for under the provisions of ASC 718, Compensation—Stock Compensation , and ASC 505-50, Equity-Based Payments to Non-Employees . Noncash share-based compensation expense related to options to purchase our Class A common shares issued to trustees is based on the fair value of the options on the grant date and amortized over the service period. Noncash share-based compensation expense related to options granted to employees of our former property manager and former manager who were considered non-employees is based on the estimated fair value of the options and is re-measured each period until the earlier of the performance commitment date or the performance completion date. See “Notes to Consolidated Financial Statements, Note 7—Shareholders’ equity.” These options are recognized in expense over the service period.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between two willing parties. The carrying amount of rents and other receivables, escrow deposits, prepaid expenses, accounts payable and accrued expenses and amounts payable to affiliates approximate fair value because of the short maturity of these amounts.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These exemptions provide that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

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be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer;

•

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act and instead provide a reduced level of disclosure concerning executive compensation; and

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be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although we are still evaluating the JOBS Act, we currently may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company,” except that we have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act.

We could remain as an “emerging growth company” for up to five years, or until the earliest of:

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the last day of the first fiscal year in which our annual gross revenues exceed $1.0 billion;

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the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our Class A common shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or

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the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

Liquidity and Capital Resources

Our liquidity and capital resources as of March 31, 2013 and December 31, 2012 included cash and cash equivalents of $519,410,000 and $397,198,000, respectively. Additionally, as of March 31, 2013, we had access to a credit facility and a bridge loan (see “—Credit Facility” and “—Bridge Loan” below).

Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, make distributions to our shareholders and meet other general requirements of our business. Our liquidity, to a certain extent, is subject to general economic, financial, competitive and other factors beyond our control. Our near-term liquidity requirements consist primarily of acquiring properties in our target markets, renovating newly-acquired rental properties, and funding our operations. Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition, restoration and maintenance of our properties, HOA fees (as applicable), real estate taxes, non-recurring capital expenditures, interest and principal payments on our indebtedness, payment of distributions to our shareholders and general and administrative expenses.

The nature of our business, our growth plans and the requirement that we distribute at least 90% of our REIT taxable income may cause us to have substantial liquidity needs over the long term, although we have not had any taxable income to date. We will seek to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities (including OP units), property dispositions and joint venture transactions. We have financed our operations and acquisitions to date through the issuance of equity securities. Going forward, we expect to meet our operating liquidity requirements generally through cash on hand and cash provided by operations. We believe our rental income net of operating expenses will generally provide cash flow sufficient to fund our operations and dividend distributions. However, our properties are not fully stabilized. In addition, our real estate assets are illiquid in nature. A timely liquidation of assets might not be a viable source of short-term liquidity should a cash flow shortfall arise, and we may need to source liquidity from other financing alternatives.

To date, we have not declared any dividends. To qualify as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We intend to pay quarterly dividends to our shareholders, which in the aggregate approximately equal our net taxable income in the relevant year. The commencement and amount of future dividends cannot be determined at this time.

Credit Facility

On March 7, 2013, we entered into a $500 million senior secured revolving credit facility with Wells Fargo that, in June 2013, was temporarily increased to $1 billion through November 2013. The amount that may be borrowed under our credit facility is generally based on the borrowing base. Borrowings under our credit facility (other than borrowings under the temporary increase in our credit facility) are available for a period of two years following the closing of our credit facility, which period may be extended for an additional year, subject to the satisfaction of certain financial covenant tests. Our credit facility will mature one year after the expiration of such period. Our credit facility bears interest at 30 day LIBOR plus 2.75%. Our credit facility contains financial and operating covenants, such as debt ratios, minimum liquidity and adjusted tangible net worth tests and other limitations that may restrict our ability to make distributions or other payments to our

shareholders and may restrict our investment activities. Among others, our credit facility requires that we maintain financial covenants relating to the following matters: (i) cash and cash equivalents in an aggregate amount of at least $7.5 million; (ii) a maximum leverage ratio of 1.5 to 1; and (iii) adjusted tangible net worth being not less than $500 million. As of June 21, 2013, we had borrowed $450 million under our credit facility. We expect to use a portion of the net proceeds from this offering to repay all outstanding borrowings under our credit facility, and we expect to extinguish the commitments under the $500 million temporary increase in our credit facility.

Bridge Loan

In February 2013, we entered into a $250 million bridge loan with Wells Fargo. The bridge loan is guaranteed by Tamara Hughes Gustavson, the daughter of Mr. Hughes, the chairman of our board of trustees. This loan expired in May 2013. Ms. Gustavson received no payment or other forms of compensation from us in connection with the guarantee. We borrowed $115 million under this bridge loan through March 14, 2013, and on March 14, 2013, we repaid the bridge loan with the proceeds from the March 2013 private placement.

Other Transactions with AH LLC and its Affiliates

December 2012 Acquisition of Properties Owned by AH LLC

In connection with our initial 2012 private placement, on December 31, 2012, AH LLC contributed 367 single-family properties with an agreed-upon value of approximately $49.4 million and made a cash investment of approximately $0.6 million. In connection with this acquisition, AH LLC received 3,300,000 of our Class A common shares, 667 of our Class B common shares and 32,667 Class A units. The agreed-upon value of this contribution was $50.0 million, with the value of the single-family properties contributed based on their purchase price together with renovation costs, holding costs and transfer costs incurred by AH LLC, and a 5% acquisition fee to AH LLC. Because the transaction has been deemed to be between “entities under common control” under the provisions of ASC 805, Business Combinations , the single-family properties acquired have been recorded at AH LLC’s net carrying cost of approximately $46.7 million as of the date of the acquisition, without consideration of the acquisition fees which were expensed. Costs to transfer title to the properties of approximately $0.5 million to us have been expensed and are included in acquisition fees and costs expensed in our consolidated statements of operations.

Acquisition of the AH LLC Portfolio

On February 28, 2013, pursuant to a contribution agreement with AH LLC, we acquired the AH LLC Portfolio with an agreed-upon value of approximately $491.7 million in exchange for 31,085,974 Series C units and 634,408 Class B common shares, in each case based on a price per unit or share of $15.50. Because the transaction is also considered to be between businesses under common control, the accounts relating to the properties acquired have been reflected retroactively in our consolidated financial statements based on the results of operations and net book value recorded by AH LLC. Holders of the Series C units are entitled to distributions equal to actual net cash flow of the properties in the AH LLC Portfolio up to a maximum of 3.9% per unit per annum based on a price per unit of $15.50. Pursuant to the contribution agreement, AH LLC is responsible for all costs to transfer the properties and for paying costs associated with the completion of initial renovation of the properties after we acquire them. Concurrently with this transaction, our former manager agreed to a permanent reduction in the advisory management fee of $9,800,000 per year in connection with the increased shareholder’s equity.

Holders of the Series C units have a one-time right to convert all such units into Class A common units. If on the date of conversion, the contributed properties are not initially leased for at least 98% of the scheduled rents (determined on an aggregate basis), the Series C units with respect to the single-family properties leased for at least 98% of the scheduled rents (determined on an aggregate basis) will convert into Class A units on a one for one basis, and the Series C units associated with the remaining single-family properties will convert into a number of Class A units determined by dividing AH LLC’s “aggregate cost” of the properties (including the acquisition fees) by $15.50, with proportionate reductions in Class B shares. As of June 14, 2013, approximately 81% of the contributed properties have been leased, with average initial rents under such leases exceeding 99% of scheduled rents.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements. We have not participated in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

Contractual Obligations

In connection with the renovation of single-family properties after they are purchased, we enter into contracts for necessary improvements. As of March 31, 2013 and December 31, 2012, we had aggregate outstanding commitments of $5,944,000 and $1,694,000, respectively, in connection with these contracts. As of March 31, 2013 and December 31, 2012, we had commitments to acquire 768 and 462 single-family properties, respectively, with an aggregate purchase price of approximately $115,260,000 and $70,082,000, respectively. It is likely that some of these properties will not be acquired for various reasons.

Quantitative and Qualitative Disclosures about Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We may in the future use derivative financial instruments to manage, or hedge, interest rate risks related to any borrowings we may have. We expect to enter into such contracts only with major financial institutions based on their credit ratings and other factors. We do not currently have any market risk sensitive instruments.

INDUSTRY OVERVIEW AND MARKET OPPORTUNITY

Unless otherwise indicated, all information in this Industry Overview and Market Opportunity section is derived from a market study prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC, or JBREC, a real estate consulting firm. You should read the following discussion together with the information under the caption “Risk Factors.”

Industry Overview

The following chart provides information about the inventory of U.S. housing as of May 2013 by unit.

U.S. Housing Inventory

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Source: JBREC, May 2013.

Market Opportunity

management organizations. More recently, the ownership profile of single-family rental properties has shifted to larger investors and national owner-operators, including American Homes 4 Rent, seeking to efficiently acquire large numbers of homes at distressed values, generate attractive rental cash flow streams and benefit from any potential home price appreciation.

After nearly a decade of solid home price appreciation from 1998 to 2006, which we believe in many markets was in excess of underlying fundamentals, a significant over-correction has occurred in the pricing of the single-family housing sector. Home prices declined approximately 35% in some of the largest U.S. housing markets (as measured by the not-seasonally adjusted CoreLogic/Case-Shiller Composite 20 Home Price Index from its peak on July 1, 2006 to its trough on March 1, 2012). While prices have begun to recover, with a 5% recovery of the 30% peak to trough correction nationally per JBREC’s Burns Home Value Index, we believe that a substantial number of non-performing loans will need to be resolved over the next five years, including through foreclosure, short sale or conversion through a bank deed-for-lease program. As a result, we believe there may be the opportunity for experienced and well-capitalized operators to acquire large volumes of single-family rental homes at attractive pricing.

While single-family prices are in the early stages of recovery, multi-family prices have been improving during the last two years and have returned to levels on par with early 2006, as measured by the NCREIF Index, published by the National Council for Real Estate Investment Fiduciaries.

Due to significant distress in the housing market and additional macroeconomic factors, demand for rental housing has been increasing at a strong rate. The rentership rate, which is the inverse of the homeownership rate, reached 35% in the first quarter of 2013 and the highest level since 1995. The ability to acquire single-family homes at favorable prices, combined with improving housing demand characteristics, may offer a significant opportunity to those with a scalable real estate management and acquisitions platform and access to capital.

We believe the return profile, from rental yields and potential for future home price appreciation, is significant enough to encourage investment in the systems, structures and technologies that can make possible economies of scale, resulting in an opportunity for broader industry consolidation by larger and better-capitalized investors that are introducing a higher standard of institutional management to this asset class.

Supply of Single-Family Housing

Following the eight-year period of solid price appreciation that ended in late 2006, home prices fell precipitously. From the peak in the third quarter of 2006 through the trough in the third quarter of 2011, the aggregate value of real estate owned by U.S. households declined by approximately $6.4 trillion or 28.6% (per the Federal Reserve Flow of Funds), an extraordinary reduction of value in the housing sector. This sudden decrease in home values has contributed to approximately 11.2 million home borrowers with negative equity or in some stage of delinquency as of the first quarter of 2013, according to JBREC.

Foreclosure-related activity peaked in 2009 and has since begun to decline, but is still substantially above historical averages. From September 2008 through December 2012, there were approximately 4.1 million completed loan foreclosures (according to CoreLogic). While an unprecedented number of foreclosures have occurred, a large number of delinquent loans remain outstanding. As of the first quarter of 2013, approximately 10.3% of all mortgage loans (measured by loan count based on Mortgage Bankers Association data) in the nation are in some level of non-performance.

Non-Performing Single-Family Residential Mortgage Loans

(as of March 2013)

(Total Non-Performing Loans: 4.2 million)

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Source: MBA Mortgage Bankers Association — 1st Quarter 2013 National Delinquency Survey.

The chart below illustrates the increase in the level of delinquency to relatively high levels. According to Mortgage Bankers Association data, a total of 4.2 million single-family residential mortgage loans are currently non-performing.

U.S. Single-Family Residential Mortgage Delinquency and Foreclosure Units

(Q4 1990 – Q1 2013)

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Source: MBA Mortgage Bankers Association — 1 ^st Quarter 2013 National Delinquency Survey.

Note: 2013 is as of Q1 2013.

Over the next five years, a substantial number of non-performing loans will need to be resolved, including through foreclosure, short sale or conversion through a bank deed-for-lease program. At the current rate of delinquency and non-performance, it appears that over 4.2 million homeowners in the United States will be affected. Even if fewer than half of the delinquent or non-performing loans proceed through the foreclosure process or are sold through the short sale process, the supply of inventory available for acquisition could be large.

Rental Market Demand Overview

In addition to a growing trend of a mobile workforce, America is undergoing a shift in demographics. Core baby boomer households are becoming empty nesters, and the number of 20- to 34-year-olds is growing at an accelerated pace, as members of “Generation Y” come of home buying age. In the context of high unemployment, labor insecurity and a desire to maintain mobility, “Generation Y,” defined as those born between 1980 and 1999, numbers more than 80 million members, and is likely to show a higher tendency to rent rather than own their homes. Additionally, the rising cost of college education and the corresponding burden of student loans leave many young people deep in debt and less willing or able to take on mortgage debt.

The chart below illustrates the strength of the overall rental market (including both single-family and multi-family rental housing), which has seen increases in occupancy and rental rates (despite the macroeconomic headwinds that the United States economy has been facing). According to the U.S. Census Bureau, out of the total 78 million family households in the United States, 32 million have two members, and are more likely candidates for multi-family rentals, whereas 46 million have three or more members, and are more likely candidates for single-family rentals.

Single-Family and Multi-Family Rental Occupancy and Rental Rate

(as of December 31, 2011, most recent)

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Source: U.S. Census Bureau, 2005-2011 American Community Surveys

Single-Family Rental Demand

Many homeowners who have been displaced by the housing bubble are looking to live in a home with similar characteristics and amenities to their former home and, for this population, single-family rentals may present the best available option. In the wake of the worst housing downturn in history, renting has, in many cases, become more compelling for consumers, and, with the growth of the single-family rental market, these consumers are now offered alternative rental options.

While multi-family and single-family housing seem to be natural competitors in the rental sector, each generally appeals to a different type of tenant. The two rental markets are largely segmented by lifecycle. Singles, couples without children, people with roommates, newly divorced individuals and empty nesters dominate the multi-family market, because they have smaller space needs, less demand for associated acreage and generally prefer denser, transit-centric submarkets. On the other hand, the single-family market (both owner-occupied and tenant-occupied) serves larger households that are primarily families with children, whose preferences tend to focus on the need for additional space, quality of schools and neighborhood safety.

Within the broader rental market, the single-family rental segment has continued to grow its relative market share compared to other types of rental housing.

Relative Size of the Single-Family Rental Market

(as of December 31, 2011, most recent)

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Source: U.S. Census Bureau, 2005-2011 American Community Survey

Two of the primary factors driving the increase in demand for single-family rental properties are constraints on home mortgage financing and the displacement of homeowners.

Constraints on Home Mortgage Financing.

Even with the increased affordability of homes, many would-be home buyers — including some with no history of foreclosure — are finding it difficult to qualify for a mortgage. Lenders have reverted to more stringent underwriting standards (such as limitations on aggregate indebtedness and restrictions on the percentage of income allocable to mortgage payments) and require larger down payments, which together have made it difficult for many potential home buyers to obtain mortgage financing.

Displaced Owners Forced to Rent

In some cases, the shift from owning to renting is a function of foreclosure, short sales, or other adverse credit or economic events. A home foreclosure, for example, can have a significant adverse effect on credit status and can limit the ability to obtain mortgage debt to finance future homeownership for up to seven years. Distressed owners are effectively converted to renters, many of whom prefer to live in a single-family unit, which has characteristics and amenities similar to their former homes, as opposed to an apartment. Families renting single-family homes may be able to keep their children enrolled in the schools they are accustomed to, and in proximity to friends and sports or recreational programs. In addition, single-family homes are frequently located in stable neighborhoods, and include private yards for children and pets to play safely.

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Source: U.S. Census Bureau

Single-Family Home Prices

As the economy slowly strengthens and the housing market returns to long-term pricing norms, or reverts to mean pricing levels, we believe there is the potential for home price appreciation. The chart below illustrates the magnitude of the decrease in home prices in American Homes 4 Rent’s top eight markets and the subsequent rebound, which remains significantly below the peak.

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Source: JBREC, April 2013.

(1)	Peak occurred during either 2006 or 2007 for all markets. Trough occurred during 2011 or 2012 for most markets, but Houston bottomed in December 2008. Burns Home Value Index estimates all home values in a market, not just recent transactions.

Atlanta-Sandy Springs-Marietta, Georgia MSA: “Atlanta”

Atlanta Economic Overview

According to the U.S. Census Bureau’s 2011 American Community Survey, the Atlanta MSA had approximately 5.4 million people and is the ninth-largest MSA in the United States by population, according to the Census Bureau’s 2012 Statistical Abstract of the United States. There are twenty-eight counties in the Atlanta MSA. Atlanta is projected to average population growth of 1.8% annually from 2013 through 2015, which is slightly above the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).

Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Atlanta, with 35,500 jobs added in the 12 months ended December 31, 2011 and 43,900 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 183,500 jobs between 2008 and 2010. In the 12 months ended February 2013, Atlanta has added 57,800 jobs for 2.5% growth compared to 1.6% growth nationally. The unemployment rate declined from 10.2% in 2010 to 8.7% in 2012 and 8.3% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Atlanta to grow by an average of 48,800 jobs annually from 2013 through 2015, or annual growth of 2.1%. In comparison, JBREC forecasts annual employment growth nationally of 1.6% through 2015.

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Metro Economy. The Atlanta economy includes the state capital and several colleges and universities, numerous Fortune 500 companies, and one of the busiest airports in the world. Atlanta also has one of the fastest growing tech sectors with 13,000 companies and nearly 200,000 employees. The metro development authority reports Atlanta has the 2 ^nd largest telecom presence nationally with over 44,000 employed in this cluster.

Median Household Income. After decreasing in 2009 and 2010, the median household income in Atlanta has picked up, experiencing a 0.6% and 1.2% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Atlanta will increase to $59,659 by 2015, which is a 2.1% average annual increase, compared to a forecast of 1.7% nationally during the same period.

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Atlanta Housing Market Overview

The total market size of housing stock in Atlanta is estimated to be $259 billion, or approximately 2.2 million homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing once again, and permits to build new single-family and multi-family homes as of December 31, 2012 were at 14,331; the Atlanta MSA peaked in 2004 at 74,007 permits. In the 12 months ended February 28, 2013, single-family permits increased by 56% to 10,027 units and multifamily permits were up 57% to 5,383 units. Home values dropped modestly from 2011 to 2012, but were down 33.5% at the trough in 2012 from the 2007 peak (according to JBREC’s Burns Home Value Index). The homeownership rate hovered between 66% and 68% from 2005-2011 but subsequently declined to 62% in 2012.

We believe that there remains opportunity in the Atlanta market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a “shadow inventory” of delinquent mortgages that have not been resolved of approximately 87,500 homes as of December 31, 2012, representing approximately $8.9 billion in value (assuming the median sales price of $101,536 per home as of December 31, 2012).

Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what was the trough during 2009 in Atlanta. Household growth in Atlanta has increased from lows in 2010 to an estimated 25,200 households added in 2012. JBREC forecasts that household growth will steadily increase from 33,300 new households in 2013 to 47,900 new households added in 2015. Total permits are forecasted to reach 30,000 units in 2015, a level last reached in 2007. JBREC forecasts approximately 128,100

new households will be formed in Atlanta from 2013 through 2015 compared to 70,500 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.

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Homeownership Levels. The homeownership rate hovered between 66% and 68% from 2005 through 2011, but dipped in 2012 to 62%.

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Burns Home Value Index. According to JBREC, home values in Atlanta dropped slightly from 2011 to the 2012 trough. The 2012 value is down 33.5% from the 2007 peak and JBREC forecasts home values will increase through 2015. The median resale price for a detached home was $101,189 as of December 31, 2012 and has risen to $106,282 as of April 2013. Home values in the Atlanta metro area are forecasted to rise at an average annual rate of 12.4% from 2013 to 2015, according to the Burns Home Value Index.

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Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Atlanta, while the vacancy rate is declining. After peaking at 16.6% in 2010, the vacancy rate has decreased to 10.8% as of March 2013 and is down from 11.8% in March 2012. The average monthly rental rate is $1,036 as of March 2013, up from $992 in March 2012.

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Chicago-Joliet-Naperville, Illinois Metropolitan Division: “Chicago”

Chicago Economic Overview

According to the U.S. Census Bureau, 2011 Population Estimates, the Chicago metropolitan division had 7.9 million people and, according to the 2012 U.S. Census Bureau Statistical Abstract of the United States, is the third-largest MSA in the United States by population when combined with the neighboring Gary, IN and Lake County-Kenosha County, IL-WI metropolitan divisions (an additional 1.6 million people, according to the U.S. Census Bureau, 2011 Population Estimates). There are eight counties in the Chicago Metropolitan Division. Chicago is projected to average population growth of 0.5% annually from 2013 through 2015, which is below the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).

Annual Employment Growth and Unemployment Rate. Employment growth is positive in Chicago, with 48,700 jobs added in the 12 months ended December 31, 2011 and 53,400 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 266,000 jobs between 2008 and 2010. In the 12 months ended February 2013, Chicago has added 55,000 jobs for 1.5% growth compared to 1.6% growth nationally. The unemployment rate declined from 10.4% in 2010 to 8.8% in 2012, but has increased to 10.3% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Chicago to grow by an average of 57,800 jobs annually from 2013 through 2015, or annual growth of 1.7%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.

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Metro Economy. The Chicago economy is diversified, with concentrations in manufacturing, transportation, information technology, R&D, and green energy. This metro employs nearly 1 million employees in the business and financial services industries, and 10% of the regional economy can be attributed to manufacturing, which employs over 400,000.

Median Household Income. After decreasing in 2009 and 2010, the median household income growth rate in Chicago increased 1.3% period over period the year ended December 31, 2011 and then declined -0.3% for the year ended December 31, 2012. JBREC forecasts the median income in Chicago will increase to $60,692 by 2015, which is a 1.7% average annual increase, compared to a forecast of 1.7% nationally during the same period.

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Chicago Housing Market Overview

The total market size of housing stock in the greater Chicago MSA is estimated to be $604 billion, or approximately 3.8 million homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing since 2011 and permits to build new single-family and multi-family homes as of December 31, 2012 were at 7,343, down from peak activity of 43,976 permits in 2005. In the 12 months ended February 28, 2013, single-family permits increased by 36% to 4,079 units, and multifamily permits were up by 24% to 3,602 units. Home values appear to have reached trough values in 2012, down 36% from the 2006 peak levels (according to JBREC’s Burns Home Value Index). Homeownership has declined, from 70.0% in 2005 to a trough of 66.9% as of September 30, 2012, rising only slightly to 67.5% as of December 31, 2012. This decrease in recent years indicates that many traditional homeowners continue to seek housing alternatives, including through single-family rentals.

We believe that there remains opportunity in the Chicago market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a “shadow inventory” of delinquent mortgages that have not been resolved of approximately 152,000 homes as of December 31, 2012, representing approximately $25.1 billion in value (assuming the December 31, 2012 median sales price of $165,000 per home).

Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2009 in Chicago. Household growth in Chicago has increased from lows in 2011 to an estimated 13,900 households added in 2012. JBREC forecasts that household growth will steadily increase from 15,900 new households in 2013 to 24,800 new households in 2015. Total permits are forecasted to reach 15,400 units in 2015, a level last reached in 2007. JBREC forecasts approximately 62,500 new households will be formed in Chicago from 2013 through 2015 compared to 38,200 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.

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Homeownership Levels. As of December 31, 2012, the homeownership rate in Chicago was 67.5%, which is down from 70.0% in 2005.

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Burns Home Value Index. According to JBREC, home prices in Chicago are decreasing less rapidly than in previous years. The Burns Home Value Index was down 2.2% in 2012 from 2011, and the median resale price for a detached home was $172,450 as of December 31, 2012. Home values in the Chicago metropolitan division are projected to show an average annual increase of 10.3% from 2013 to 2015, according to the Burns Home Value Index.

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Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Chicago, while the vacancy rate is declining. After peaking at 12.2% in 2010, the vacancy rate has decreased to 7.6% as of March 2013 and is down from 7.8% in March 2012. The average monthly rental rate is $1,359 as of March 2013, up from $1,269 in March 2012.

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Dallas-Fort Worth-Arlington, Texas MSA: “Dallas-Fort Worth”

Dallas-Fort Worth Economic Overview

According to the U.S. Census Bureau, 2011 American Community Survey, the Dallas-Fort Worth MSA had approximately 6.5 million people and, according to the 2012 U.S. Census Bureau Statistical Abstract of the United States, is the fourth-largest MSA in the United States by population. Data for the Dallas-Fort Worth metropolitan area covers twelve counties. Dallas-Fort Worth is projected to average population growth of 2.1% annually from 2013 through 2015, which is above the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).

Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Dallas-Fort Worth, with 70,200 jobs added in the 12 months ended December 31, 2011 and 83,800 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 111,700 jobs between 2009 and 2010. In the 12 months ended February 28, 2013, Dallas-Fort Worth has added 108,900 jobs for 3.9% growth compared to 1.6% growth nationally. The unemployment rate declined from 8.2% in 2010 to 6.7% in 2012, and fell down to 6.3% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Dallas–Fort Worth to grow by an average of 82,733 jobs annually from 2013 through 2015, or annual growth of 2.7%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.

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Metro Economy. The Dallas-Fort Worth metropolitan area has three primary industries that are the lifeblood of the economy: logistics and trade, technology, and advanced services such as the financial and technological sectors. The metro’s location provides for strong trade advantages, with robust infrastructure in place to allow businesses to move products quickly and cost-effectively.

Median Household Income. After decreasing in 2009, the median household income in Dallas-Fort Worth has increased, experiencing a 3.1% and 2.7% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Dallas-Fort Worth will increase to $62,529 by 2015, which is a 2.0% average annual increase, compared to a forecast of 1.7% nationally during the same period.

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Dallas-Fort Worth Housing Market Overview

The total market size of housing stock in Dallas-Fort Worth is estimated to be $277 billion, or approximately 2.5 million homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing since 2010 and permits to build new single-family and multi-family homes as of December 31, 2012 were at 33,799, down from the 2005 peak in Dallas-Fort Worth of 59,895. In the 12 months ended February 28, 2013, single-family permits increased by 15.5% to 18,295 units, with multifamily permits up 51% to 15,681 units. Home values over the past decade have remained fairly constant (compared to other markets) with only a 12.0% drop from peak to trough values (according to JBREC’s Burns Home Value Index). Homeownership has remained fairly constant over the past decade at approximately 62%, declining to 61.3% as of December 31, 2012.

We believe that there remains opportunity in the Dallas-Fort Worth market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a “shadow inventory” of delinquent mortgages that have not been resolved of approximately 66,700 homes in Dallas-Fort Worth as of December 31, 2012, representing approximately $11.0 billion in value (assuming of the median sales price of $177,700 per home in Dallas and $139,614 in Fort Worth as of December 31, 2012).

Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2009 in Dallas-Fort Worth. Household growth in Dallas-Fort Worth has increased from lows in 2010 to an estimated 49,300 households added in 2012. JBREC forecasts that household growth will steadily increase from 52,100 new households in 2013 to 63,699 new households added in 2015. Total permits are forecasted to reach 47,000 units in 2015, a level last reached in 2006. JBREC forecasts approximately 173,400 new households will be formed in Dallas-Fort Worth from 2013 through 2015 compared to 129,420 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.

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Homeownership Levels. As of December 31, 2012, the homeownership rate in Dallas-Fort Worth was 61.3%, which is down from a high of 63.8% in 2010.

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Burns Home Value Index. According to JBREC, home values in Dallas-Fort Worth were relatively flat in 2012 from 2011, up just 0.01%. The median resale price for a detached home was $156,823 as of December 31, 2012 and has risen to $157,075 as of April 2013. Home values in the Dallas-Fort Worth metro area are forecasted to rise at an average annual rate of 6.8% from 2013 to 2015, according to the Burns Home Value Index.

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Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Dallas-Fort Worth, while the vacancy rate is declining. After peaking at 13.5% in 2010, the vacancy rate has decreased to 9.7% as of March 2013 and is down from 10.7% in March 2012. The average monthly rental rate is $1,175 as of March 2013, up from $1,130 in March 2012.

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Houston-Sugar Land-Baytown, Texas MSA: “Houston”

Houston Economic Overview

According to the U.S. Census Bureau’s 2011 American Community Survey, the Houston MSA had approximately 5.9 million people and is the sixth-largest MSA in the United States by population, according to the Census Bureau’s 2012 Statistical Abstract of the United States. There are ten counties in the Houston MSA. Houston is projected to experience population growth of 1.9% annually from 2013 through 2015, which is slightly above the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).

Annual Employment Growth and Unemployment Rate. Employment growth is positive in Houston, with 64,600 jobs added in the 12 months ended December 31, 2011 and 99,300 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 74,000 jobs between 2009 and 2010. In the 12 months ended February 2013, Houston has added 118,700 jobs for 4.5% growth compared to 1.6% growth nationally. The unemployment rate declined from 8.5% in 2010 to 6.8% in 2012 and dropped further to 6.3% as of February 2013. JBREC forecasts employment in Houston to grow by an average of 77,200 jobs annually from 2013 through 2015, or annual growth of 2.8%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.

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Metro Economy. The Houston metro area is home to twenty-five Fortune 500 companies, the third highest concentration in the U.S, as well as a substantial oil and gas cluster and a very active, international port. Houston’s strong infrastructure supports growing industries, including energy, health care, nanotechnology, aerospace, and information technology. The Texas Medical Center is the largest complex in the world, with 54 institutions employing 106,000 and treating over 7 million patients annually.

Median Household Income. After decreasing in 2009, the median household income in Houston has steadily increased, experiencing a 3.5% and 2.0% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Houston will increase to $60,959 by 2015, which is a 1.4% average annual increase compared to a forecast of 1.7% nationally during the same period.

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Houston Housing Market Overview

The total market size of housing stock in Houston is estimated to be $237 billion or approximately 2.3 million homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing since 2012 and permits to build new single-family and multi-family homes as of December 31, 2012 were at 43,450, down from Houston’s peak of 71,719 permits in 2006. In the 12 months ended February 28, 2013, single-family permits increased by 25% to 29,806 units and multifamily permits were up 43% to 14,394 units. Home values in Houston remained fairly steady in the mid-2000s (according to JBREC’s Burns Home Value Index), and were up 2.9% in 2012 year-over-year. The homeownership rate peaked in 2008 at 65%, and has subsequently declined to 62% on average for 2012, declining to 60% as of December 31, 2012.

We believe that there remains opportunity in the Houston market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a “shadow inventory” of delinquent mortgages that have not been resolved of approximately 56,800 homes as of December 31, 2012, representing approximately $9.7 billion in value (assuming the median sales price of $171,300 per home as of December 31, 2012).

Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits have been trending up since the 2010 trough in Houston. Household growth in Houston has increased from the low in 2007 to an estimated 42,900 households added in 2012. JBREC forecasts that households will steadily increase from 45,100 new households added in 2013 to 49,900 new households in 2015. Total permits are forecasted to reach 62,000 units in 2015, a level last reached in 2007. JBREC forecasts approximately 141,900 new households will be formed in Houston from 2013 through 2015 compared to 163,000 total residential permits issued over the same period.

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Homeownership Levels. While the homeownership rate averaged 62.2% in 2012, as of December 31, 2012, the homeownership rate in Houston was 60.4%, down from a high of 64.8% in 2008.

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Burns Home Value Index. According to JBREC, home values in Houston experienced a 2.9% increase in 2012 from 2011. The median resale price for a detached home was $163,562 as of December 31, 2012 and was down slightly to $160,900 as of February 2013. Home values in the Houston metro area are forecasted to rise at an average annual rate of 6.0% from 2013 to 2015, according to the Burns Home Value Index.

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Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Houston, while the vacancy rate is declining. After peaking at 16.2% in 2010, the vacancy rate has decreased to 11.6% as of March 2013 and is down from 12.5% in March 2012. The average monthly rental rate is $1,212 as of March 2013, up from $1,157 in March 2012.

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Indianapolis-Carmel, Indiana MSA: “Indianapolis”

Indianapolis Economic Overview

According to the U.S. Census Bureau’s 2011 American Community Survey, the Indianapolis MSA had approximately 1.8 million people and is the thirty-fourth-largest MSA in the United States by population, according to the Census Bureau’s 2012 Statistical Abstract of the United States. The Indianapolis metropolitan area includes ten counties. Indianapolis is projected to average population growth of 1.3% annually from 2013 through 2015, which is slightly above the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).

Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Indianapolis, with 17,500 jobs added in the 12 months ended December 31, 2011 and 25,200 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 45,200 jobs between 2008 and 2010. In the 12 months ended February 2013, Indianapolis has added 15,000 jobs for 1.7% growth compared to 1.6% growth nationally. The unemployment rate declined from 9.1% in 2010 to 7.7% in 2012, but has increased to 8.5% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Indianapolis to grow by an average of 15,500 jobs annually from 2013 through 2015, or annual growth of 1.7%. In comparison, JBREC forecasts annual employment growth nationally of 1.6% through 2015.

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Metro Economy. The Indianapolis economy has concentrations in amateur and professional sports-oriented events and tourism, insurance, manufacturing and meat packing activities. The economic development agency is pursuing numerous clusters, including advanced manufacturing that builds on the metro area’s manufacturing history and over 4,600 companies producing pharmaceuticals to furniture and automotive components.

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Median Household Income. After decreasing in 2009 and 2010, the median household income in Indianapolis has remained relatively flat, experiencing a 0.4% and 0.2% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Indianapolis will increase to $52,500 by 2015, which is a 1.1% average annual increase, compared to a forecast of 1.7% nationally during the same period.

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Indianapolis Housing Market Overview

The total market size of housing stock in Indianapolis is estimated to be $78 billion, or approximately 762,000 homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing since 2010, and permits to build new single-family and multi-family homes as of December 31, 2012 were at 4,895, the trough annual level in the Indianapolis MSA since its peak of 17,185 in 2001. In the 12 months ended February 28, 2013, single-family permits increased by 12% to 4,091 units, while multifamily permits declined by 35% to 981 units. Home values dropped modestly from 2003 to 2011, declining 15.0% from peak to trough annual values (according to JBREC’s Burns Home Value Index) before increasing by 1.6% in 2012. The homeownership rate peaked as high as 79.0% in 2006 but has subsequently declined to 67.1% on average for 2012, rising slightly to 67.8% as of December 31, 2012.

We believe that there remains opportunity in the Indianapolis market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a “shadow inventory” of delinquent mortgages that have not been resolved of approximately 27,172 homes as of December 31, 2012, representing approximately $3.5 billion in value (assuming the median sales price of $129,916 per home as of December 31, 2012).

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Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2012 in Indianapolis. Household growth in Indianapolis has increased from lows in 2010 to an estimated 8,900 households added in 2012. JBREC forecasts that household growth will steadily increase from 10,700 new households in 2013 to 11,800 new households in 2015. Total permits are forecasted to reach 10,000 units in 2015, a level last reached in 2006. JBREC forecasts approximately 34,000 new households will be formed in Indianapolis from 2013 through 2015 compared to 24,200 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.

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Homeownership Levels. The homeownership rate in Indianapolis declined from a peak of 79.0% in 2006 to 67.1% on average for 2012, rising slightly to 67.8% as of December 31, 2012.

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Burns Home Value Index. According to JBREC, home values in Indianapolis experienced a 1.6% increase in 2012 from 2011, after declining 15.0% from 2003 through 2011. The median resale price for a detached home was $127,835 as of December 31, 2012 and has risen to $133,406 as of April 2013. Home values in the Indianapolis metro area are forecasted to rise at an average annual rate of 6.3% from 2013 to 2015, according to the Burns Home Value Index.

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Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Indianapolis, while the vacancy rate is declining. After peaking at 13.9% in 2010, the vacancy rate has decreased to 8.6% as of March 2013 and is down from 9.2% in March 2012. The average monthly rental rate is $934 as of March 2013, up from $912 in March 2012.

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Phoenix-Mesa-Glendale, Arizona MSA: “Phoenix”

Phoenix Economic Overview

According to the U.S. Census Bureau, 2011 American Community Survey, the Phoenix metropolitan area had 4.3 million people and, according to the 2012 U.S. Census Bureau Statistical Abstract of the United States, is the fourteenth-largest MSA in the United States by population and home to approximately 66% of Arizona’s population. There are two counties in the Phoenix MSA. Phoenix is projected to average population growth of 2.6% annually from 2013 through 2015, which is above the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).

Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Phoenix, with 25,200 jobs added in the 12 months ended December 31, 2011 and 41,500 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 228,500 jobs between 2008 and 2010. In the 12 months ended February 2013, Phoenix has added 41,500 jobs for 2.4% growth compared to 1.6% growth nationally. The unemployment rate declined from 9.8% in 2010 to 7.2% in 2012 and reached 6.7% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts Phoenix employment to grow by an average of 56,466 jobs annually from 2013 through 2015, or annual growth of 3.1%. In comparison, JBREC forecasts annual employment growth of 1,6% nationally through 2015.

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Metro Economy. The Phoenix economy has diverse concentrations in renewable energy, biomedicine, manufacturing, aerospace, and emerging technology. Local leaders have expressed their commitment to bringing in high-quality, high-wage jobs to the area and creating opportunities through business tax credits and other economic development plans.

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Median Household Income. After decreasing in 2009 and 2010, the median household income in Phoenix has started to increase; experiencing a 0.9% and 2.5% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Phoenix will increase to $57,048 by 2015, which is a 2.8% average annual increase, compared to a forecast of 1.7% nationally during the same period.

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Phoenix Housing Market Overview

The total market size of housing stock in Phoenix is estimated to be $203 billion, or approximately 1.8 million homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing since 2011 and permits to build new single-family and multi-family homes as of December 31, 2012 were at 15,882, still below the peak of 69,230 in 2005. In the 12 months ended February 28, 2013, single-family permits increased by 51% to 12,136 units and multifamily permits were up 33% to 3,616 units. Home values dropped 55.1% since its 2006 peak to 2011 trough annual values (according to JBREC’s Burns Home Value Index) before increasing by 15.8% YOY in 2012. The homeownership rate peaked as high as 75% in 2004 but has subsequently declined to 63% on average for 2012.

We believe that there remains opportunity in the Phoenix market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a “shadow inventory” of delinquent mortgages that have not been resolved of approximately 38,600 homes as of December 31, 2012, representing approximately $6.3 billion in value (assuming the December 31, 2012 median sales price of $162,657 per home).

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Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2010 in Phoenix. Household growth in Phoenix has increased from lows in 2009 to an estimated 21,900 households added in 2012. JBREC forecasts that household growth will steadily increase from 42,500 new households in 2013 to 50,400 new households in 2015. Total permits are forecasted to reach 39,000 units in 2015, a level last reached in 2007. JBREC forecasts approximately 140,100 new households will be formed in Phoenix from 2013 through 2015 compared to 89,500 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.

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Homeownership Levels. The homeownership rate peaked at 72.5% in 2006, but has subsequently declined to 63% in 2012.

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Burns Home Value Index. According to JBREC, home values in Phoenix experienced a 15.8% increase from 2011 to 2012. The median resale price for a detached home was $147,907 as of December 31, 2012, and has risen to $175,000 as of April 2013. Home values in the Phoenix metro area are forecasted to rise at an average annual rate of 14.6% from 2013 to 2015, according to the Burns Home Value Index.

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Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Phoenix, while the vacancy rate is declining. After peaking at 18.3% in 2009, the vacancy rate has decreased to 10.1% as of March 2013 and is down from 11.3% in March 2012. The average monthly rental rate is $1,056 as of March 2013, up from $997 in March 2012.

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Tampa-St. Petersburg-Clearwater, Florida MSA: “Tampa”

Tampa Economic Overview

According to the U.S. Census Bureau’s 2011 American Community Survey, the Tampa MSA had approximately 2.8 million people, and is the nineteenth-largest MSA in the United States by population according to the Census Bureau’s 2012 Statistical Abstract of the United States. There are four counties in the Tampa MSA. Tampa is projected to experience population growth of 1.4% annually from 2013 through 2015, which is slightly above the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).

Annual Employment Growth and Unemployment Rate . Employment growth has been positive in Tampa, with 17,700 jobs added in the 12 months ended December 31, 2011 and 26,000 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 123,300 jobs between 2007 and 2010. In the 12 months ended February 2013, Tampa has added 33,200 jobs for 2.9% growth compared to 1.6% growth nationally. The unemployment rate declined from 11.8% in 2010 to 8.8% in 2012 and hit 7.4% as of February 2013. JBREC forecasts employment in Tampa to grow by an average of 30,000 jobs annually from 2013 through 2015, or annual growth of 2.5%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.

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Metro Economy. The Tampa economy is diverse, with leading industries including tourism, agriculture, construction, finance, health care, technology, and maritime industry. Tampa’s port leads the state in cargo by tonnage and also handles a million cruise passengers annually. Local leaders are pursuing four clusters which currently employ over 350,000 and account for nearly 25% of the region’s economic base: Applied Medicine & Human Performance; High Tech Electronics & Instruments; Business, Financial & Data Services and Marine & Environmental Activities.

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Median Household Income. After decreasing from 2008 through 2010, the median household income in Tampa increased, experiencing a 3.1% and 1.8% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Tampa will increase to $48,700 by 2015, which is a 2.4% average annual increase compared to a forecast of 1.7% nationally during the same period.

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Tampa Housing Market Overview

The total market size of housing stock in Tampa is estimated to be nearly $129 billion, or approximately 1.36 million homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing since 2009, with a dip in 2012, and permits to build new single-family and multi-family homes as of December 31, 2012 were at 10,298, down from the peak in the Tampa MSA of 34,174 in 2005. In the 12 months ended February 28, 2013, single-family permits increased by 36% to 6,226 units and multifamily permits rose 247% to 5,674 units. Home values dropped dramatically from the 2006 peak to the 2011 trough, down 47% (according to JBREC’s Burns Home Value Index) before increasing by 2.1% in 2012. The homeownership rate peaked as high as 73% in 2007 but has subsequently declined to 67% on average for 2012 and 66% as of December 31, 2012.

We believe that there remains opportunity in the Tampa market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a large “shadow inventory” of delinquent mortgages that have not been resolved of approximately 66,100 homes as of December 31, 2012, representing approximately $8.1 billion in value (assuming the median single-family existing home sales of $122,700 per home as of December 31, 2012).

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Supply and Demand Dynamics. Household growth in Tampa has increased from lows in 2009 to an estimated 9,100 households added in 2012. JBREC forecasts that households will steadily increase from 13,700 new households added in 2013 to 20,500 new households added in 2015. Total permits started to trend upwards in 2012 and are forecasted to reach 16,000 units in 2015, a level last reached in 2006. JBREC forecasts approximately 51,200 new households will be formed in Tampa from 2013 through 2015 compared to 41,500 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.

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Homeownership Levels. The homeownership rate in Tampa declined from a peak of 73.0% in 2007 to 67.0% on average for 2012 and 66% as of December 31, 2012.

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Burns Home Value Index. According to JBREC, home values in Tampa experienced a 2.0% increase in 2012 from 2011, after declining 47% from 2006 through 2011. The median resale price for a detached home was $115,289 as of December 31, 2012 and has remained relatively flat at $114,400 as of February 2013. Home values in the Tampa metro area are forecasted to rise at an average annual rate of 8.6% from 2013 to 2015, according to the Burns Home Value Index.

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Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Tampa, while the vacancy rate is declining. After peaking at 12.6% in 2010, the vacancy rate has decreased to 11.2% as of March 2013, and is down from 11.7% in March 2012. The average monthly rental rate is $1,128 as of March 2013, up from $1,089 in March 2012.

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OUR BUSINESS AND PROPERTIES

Our Company

We are an internally managed Maryland REIT focused on acquiring, renovating, leasing and operating single-family homes as rental properties. We commenced operations in November 2012 to continue the investment activities of AH LLC, which was founded by our chairman, Mr. Hughes, in 2011 to take advantage of the dislocation in the single-family home market. Mr. Hughes has over 40 years of experience in the real estate business and a successful track record as co-founder and former chairman and chief executive officer of Public Storage, a REIT listed on the NYSE. We have an integrated operating platform that consists of approximately 205 personnel dedicated to property management, marketing, leasing, financial and administrative functions. Our acquisition and renovation functions are performed by AH LLC, to whom we will continue to pay an acquisition and renovation fee through December 2014.

As of May 31, 2013, we owned 16,121 single-family properties for an estimated total investment of $2.8 billion and had an additional 1,455 properties in escrow that we expected to acquire, subject to customary closing conditions, for an estimated total investment of $247 million. As of May 31, 2013, we owned properties in selected sub-markets of MSAs in 21 states, and we continually evaluate potential new target markets that fit our underwriting criteria and are located where we believe we can achieve sufficient scale for internalized property management.

We intend to use the net proceeds of this offering to continue to acquire and renovate single-family properties, including certain escrowed properties, and to repay indebtedness we have incurred or expect to incur under our credit facility. In addition to single-family properties, we may also seek to invest in condominium units, townhouses and real estate-related debt investments. Our investments may be made directly or through investment vehicles with third-party investors. In addition to individual property purchases, we may pursue bulk acquisitions from financial institutions, government agencies and competitors.

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Our Properties

The table below summarizes certain information with respect to our owned properties as of May 31, 2013.

Our Owned Properties ⁽¹⁾


Market	Properties Owned					Estimated Total Investment ⁽²⁾ ⁽⁵⁾				Estimated Total Book Value ⁽³⁾ ⁽⁵⁾				Averages per Property
	Properties Owned					Estimated Total Investment ⁽²⁾ ⁽⁵⁾				Estimated Total Book Value ⁽³⁾ ⁽⁵⁾				Square Footage		Property Age (years)
	Units		% of Total			$ millions		Avg. per Property		$ millions		Avg. per Property		Square Footage		Property Age (years)
Dallas-Fort Worth, TX		1,363		8.5	%	$	226.9	$	166,448	$	219.1	$	160,750		2,216		10.3
Indianapolis, IN		1,292		8.0	%		191.4		148,169		185.4		143,518		1,873		11.6
Greater Chicago area, IL and IN		1,157		7.2	%		186.5		161,208		175.2		151,420		1,867		12.4
Atlanta, GA		1,096		6.8	%		197.0		179,707		178.0		162,439		2,177		13.3
Houston, TX		958		5.9	%		168.4		175,751		168.4		175,751		2,290		9.7
Phoenix, AZ		848		5.3	%		132.3		156,039		122.1		143,942		1,822		11.1
Nashville, TN		748		4.6	%		157.7		210,791		150.2		200,780		2,199		9.5
Jacksonville, FL		741		4.6	%		114.9		155,030		111.0		149,806		1,943		9.9
Cincinnati, OH		733		4.5	%		127.9		174,502		123.6		168,621		1,843		12.1
Tampa, FL		714		4.4	%		144.3		202,150		136.2		190,758		2,107		10.3
All Other ⁽⁴⁾		6,471		40.1	%		1,163.6		179,811		1,126.7		174,113		1,913		11.0

Total / Average		16,121		100.0	%	$	2,810.8	$	174,358	$	2,695.9	$	167,227		1,988		11.1

(1)	Includes 4,778 single-family properties acquired in the Alaska Joint Venture Acquisition on June 11, 2013. Excludes 377 properties owned by the RJ joint ventures.

(2)

For properties that we acquired directly, Estimated Total Investment represents our actual purchase price (including closing costs) and estimated renovation costs plus a 5% acquisition and renovation fee, if applicable. Estimated renovation costs represent the total costs we have incurred or expect to renovate a property to prepare it for rental. These costs typically include paint, flooring, appliances, blinds and landscaping. Estimated Total Investment differs from Estimated Total Book Value only with respect to the properties contributed by AH LLC. For properties contributed by AH LLC, Estimated Total Book Value is an estimate of the properties’ GAAP book value, which includes estimates for renovation costs we expect to incur. These properties were recorded at the net book value of AH LLC as of the date of contribution. See note 3 below.

(3)

Estimated Total Book Value represents the estimated book value on a GAAP basis of all properties. In the case of AH LLC’s contribution of properties to us, for GAAP purposes these transactions are considered to be transactions between entities under common control under the provisions of ASC 805, Business Combinations . As a result, these properties have been reflected at the net carrying cost of AH LLC. For the properties acquired from the Alaska Joint Venture, the $904.5 million purchase price has been allocated among the properties in accordance with GAAP. For all other properties, Estimated Total Book Value represents the actual purchase price (including closing costs) and renovation costs plus a 5% acquisition and renovation fee. Estimated renovation costs represent the total costs we have incurred or expect to incur to renovate a property to prepare it for rental. These costs typically include paint, flooring, appliances, blinds and landscaping.

(4)	Represents 35 markets in 19 states.

(5)

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The table below summarizes certain information with respect to properties in escrow as of May 31, 2013.

Properties in Escrow ⁽¹⁾


	Properties in Escrow									Estimated Total Investment ⁽²⁾
Market	Units		% of Total			Avg. Sq.Ft.		Avg. Age (years)		$millions		Avg. per Property
Dallas-Fort Worth, TX		34		2.3	%		2,087		10.7	$	5,674	$	166,874
Indianapolis, IN		201		13.8	%		1,798		11.7		29,329		145,917
Greater Chicago area, IL and IN		80		5.5	%		1,868		12.5		14,472		180,903
Atlanta, GA		17		1.2	%		2,154		9.4		2,512		147,751
Houston, TX		7		0.5	%		2,552		10.4		1,135		162,090
Phoenix, AZ		22		1.5	%		1,701		13.0		3,989		181,301
Nashville, TN		63		4.3	%		2,087		7.2		12,334		195,783
Jacksonville, FL		35		2.4	%		1,734		9.3		4,840		138,278
Cincinnati, OH		139		9.6	%		1,850		11.0		23,053		165,850
Tampa, FL		24		1.6	%		1,958		11.0		4,314		179,742
All Other ⁽³⁾		833		57.3	%		1,875		10.7		145,798		175,028

Total / Average		1,455		100.0	%		1,878		10.8	$	247,450	$	1 70,068

(1)	Includes properties in escrow subject to customary closing conditions. Does not include properties in escrow subject to lender approval. Properties in escrow are typically not occupied at the closing date.

(2)

(3)	Represents 29 markets in 17 states.

Between June 1, 2013 and , 2013 (the latest practicable date before the commencement of this offering), (1) we acquired approximately properties with an estimated total investment of $ (including properties in escrow as of May 31, 2013) and (2) we entered into escrows with an additional approximately properties with an estimated total investment of $ . These properties are in the same markets and have the same general characteristics as the properties described in the tables above. Approximately % of the properties acquired between May 31, 2013 and , 2013 were purchased in trustee auctions and the balance through other acquisition channels.

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Property and Management Footprint (As of May 31, 2013) ⁽¹⁾

LOGO

(1)	Shaded states represent states in which we currently own properties. American Homes 4 Rent signs represent markets in which we currently maintain, or are in the process of establishing, in-house property management operations.

We lease office space in Malibu, California, for our company headquarters and lease property management office space in 13 locations in 10 states.

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The graphs below set forth various characteristics of our portfolio as of May 31, 2013.


Portfolio by Total Investment		Portfolio by Square Footage


Portfolio by State ⁽¹⁾		Portfolio by Number of Bedrooms

⁽¹⁾	Based on estimated total investment.

Our Competitive Strengths

We believe that the following strengths enable us to implement our business and growth strategies and compete effectively in the single-family home rental market:

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Experienced and tenured management team . We believe the significant experience, expertise and relationships of our executive team drive our business and growth. Our executive team, headed by Mr. Hughes, our Chairman, Mr. Singelyn, our Chief Executive Officer, Mr. Corrigan, our Chief Operating Officer, and Mr. Nelson, our Chief Financial Officer, each of whom is a former executive of Public Storage, has a successful track record of managing and growing a publicly traded REIT through all stages of the real estate investment cycle. Among other executive positions they have held, Mr. Singelyn was treasurer of Public Storage and was chief executive officer of Public Storage Canada, a real estate company previously listed on the Toronto Stock Exchange, and ACE; Mr. Corrigan was the chief financial officer of PS Business Parks, a NYSE-listed REIT; and Mr. Nelson was the chief financial officer of Lennar Partners, Inc. and Alexandria Real Estate Equities, Inc., a NYSE-listed REIT.

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impacted home prices. In addition, we continually evaluate potential new markets across the country. We are focused on acquiring homes with a number of key property characteristics, including: (i) construction after 1990; (ii) three or more bedrooms; (iii) two or more bathrooms; (iv) a range of $70,000 estimated minimum valuation to $400,000 maximum bid price; and (v) estimated renovation costs not in excess of 25% of estimated value. We target areas with above average median household incomes, well-regarded school districts and access to desirable lifestyle amenities. We believe that homes in these areas will attract tenants with strong credit profiles, produce high occupancy and rental rates and generate long-term property appreciation. Not all of the homes that we may acquire will meet all of these criteria, especially if acquired as part of a bulk purchase.

Our acquisition process remains flexible, and we expect AH LLC’s acquisition channel focus to shift as we strategically source opportunities in this evolving market. The following table summarizes AH LLC’s acquisition, renovation, and leasing activity by month through May 31, 2013.

Monthly Acquisition, Renovation and Leasing Rates

(As of May 31, 2013)

LOGO

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Demonstrated property acquisition track record and processes . Since its inception in June 2011, AH LLC has developed an effective acquisition process, supported by analytics and dedicated personnel within our target markets, that is capable of efficiently deploying large amounts of capital. Through May 31, 2013, AH LLC and its affiliates had acquired 16,632 properties (including our 16,121 properties) with an estimated total investment exceeding $2.9 billion and had approximately 1,455 properties in escrow. The acquisition process begins with an analysis of housing markets in select MSAs based on numerous economic and real estate characteristics. AH LLC then targets sub-markets at the neighborhood and street levels, where its system allows it to screen broadly and rapidly for potential acquisitions with key attributes, such as property age, size, number of bedrooms/bathrooms, potential renovation costs and potential rental rates.

AH LLC underwrites potential property acquisitions and has implemented an efficient bid management system where homes are screened and underwritten based on our established property acquisition parameters, including date of construction, number of bedrooms and bathrooms, underwritten valuation

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range and renovation costs. Through this disciplined approach to acquisitions, we estimate that in May 2013 AH LLC screened approximately 50,000 homes, underwrote approximately 35% of the homes screened and placed bids on approximately 10% of the homes underwritten. AH LLC ultimately acquired 1,927 homes, or approximately 3.9%, of the homes screened.

AH LLC purchases properties through a variety of acquisition channels, including foreclosure auctions, broker sales (through MLS, REO sales and short sales) and portfolio (or bulk) sales. AH LLC has developed an efficient process for bidding on large numbers of homes at auctions consistent with local and state laws, which has contributed to our significant pace of capital deployment. In addition, AH LLC has developed an extensive network of real estate brokers that facilitates a large volume of acquisitions through the retail sales process. To date, foreclosure auctions and broker sales (primarily MLS and short sales) have presented the most attractive channels to access a significant supply of quality homes at attractive prices. Through May 31, 2013, we have acquired approximately 47% of our properties through foreclosure auctions and 53% through broker sales and other acquisition channels. AH LLC’s acquisition process remains flexible, and we expect its acquisition channel focus to shift as it strategically sources opportunities in this evolving market.

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Substantial Renovation Capabilities . AH LLC has an in-house team of 253 dedicated personnel to oversee the renovation process. This team focuses on renovating our homes to meet our quality standards prior to leasing. Once a home is acquired, AH LLC promptly performs a comprehensive inspection followed immediately with a renovation capital expenditures plan. The renovation plan is designed to address any quality issues identified through the inspection and minimize future maintenance costs. We believe this process makes our properties more attractive to potential tenants and reduces lease-up time. We have found that a rapid response to renovating our homes improves our relationship with the local communities and HOAs, enhancing the “American Homes 4 Rent” brand recognition and loyalty. We estimate that AH LLC generally completes property renovations within approximately 90 days after a property is available for renovation. From January 1, 2013 to May 31, 2013, we completed renovations on 6,800 properties, 1,604 of which were completed in April and 1,912 of which were completed in May.

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Institutional quality management platform and systems . Our management platform and systems are fully integrated with AH LLC’s acquisition and renovation platform to ensure oversight and coordination of our key functions, including acquisitions, renovations, leasing, property management and accounting. We have developed an extensive property management infrastructure with modern systems and technology, dedicated personnel and local offices in certain of our target markets. Our property management personnel maintain a disciplined focus on controlling costs, driving occupancy and maximizing rental rates through all phases of our properties’ lifecycles. Within in-house markets, property managers oversee or execute all property management functions, including property rehabilitation and renovation, marketing, tenant sourcing and leasing, rent collection and processing, tenant relations, property repairs and maintenance and accounts payable, including payment processing for property taxes and HOA dues. We currently provide property management services in 15 of our markets, representing approximately 80% of our portfolio, and expect to continue to internalize property management services in additional markets where we believe we can achieve sufficient scale. In addition, we expect to continue to benefit from our established finance, accounting and administration functions, which include legal, compliance, information technology and operational personnel.

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As of May 31, 2013, we had approximately 7,900 leased properties. The following table summarizes our leasing experience as of May 31, 2013.

Our Leasing Experience


	Number of Properties ⁽¹⁾							Occupancy % ⁽³⁾			Average Annual Scheduled Rent per Property		Number of Properties ⁽¹⁾					Occupancy % ⁽⁵⁾			Average Annualized Scheduled Rent per Property
Market	Not Rent Ready		Available for Rent 30+ Days ⁽²⁾			Leased		Occupancy % ⁽³⁾			Average Annual Scheduled Rent per Property		Available for Rent 90+ Days ⁽⁴⁾			Leased		Occupancy % ⁽⁵⁾			Average Annualized Scheduled Rent per Property
Dallas-Fort Worth, TX		562		678			636		93.8	%	$	17,073		402			377		93.8	%	$	16,781
Indianapolis, IN		518		569			520		91.4	%		14,392		268			250		93.3	%		14,250
Greater Chicago area, IL and IN		737		320			282		88.1	%		18,989		167			155		92.8	%		18,687
Atlanta, GA		207		753			722		95.9	%		15,785		536			523		97.6	%		15,732
Houston, TX		500		388			340		87.6	%		16,993		203			188		92.6	%		16,552
Phoenix, AZ		97		739			646		87.4	%		13,043		577			523		90.6	%		13,087
Nashville, TN		185		497			458		92.2	%		17,906		361			342		94.7	%		18,069
Jacksonville, FL		143		523			515		98.5	%		15,170		388			387		99.7	%		15,268
Cincinnati, OH		255		384			300		78.1	%		16,735		188			172		91.5	%		16,750
Tampa, FL		90		491			380		77.4	%		18,235		260			230		88.5	%		17,640
All Other		2,656		2853	⁽⁶⁾		2,470		86.6	%		16,155		1791	⁽⁷⁾		1,677		93.6	%		16,005

Total / Average		5,950		8,195			7,269		88.7	%	$	16,117		5,141			4,824		93.8	%	$	15,943

(1)	Includes single-family properties acquired in the Alaska Joint Venture Acquisition on June 11, 2013.

(2)	Available for Rent 30+ Days represents the number of properties that have been leased or are available for rent (i.e., “rent-ready”) for a period of greater than 30 days.

(3)	Occupancy percentage is computed by dividing the number of leased properties by the number of properties available for rent 30+ days.

(4)	Available for Rent 90+ Days represents the number of properties that have been leased or are available for rent (i.e., “rent-ready”) for a period greater than 90 days.

(5)	Occupancy percentage is computed by dividing the number of leased properties by the number of properties available for rent 90+ days.

(6)	Represents 27 markets in 16 states.

(7)	Represents 22 markets in 13 states.

The table below reflects our recent leasing experience in Indianapolis, Indiana and Tampa, Florida, two of our markets that have recently been transitioned to internal management.

Internal Property Management Platform ⁽¹⁾

Case Studies – Indianapolis, IN and Tampa, FL

New Leases Signed – 2013


Market	Jan		Feb		Mar		Apr		May
Indianapolis , IN		16		78		103		150		184

Rent-ready properties – beginning of month		70		106		124		141		175
Third-party managed		16		11		7		2		—
Internally managed		—		67		96		148		184

*Leases / Day*		*0.52*		*2.79*		*3.32*		5		*5.94*

Tampa, FL		16		20		37		116		129

Rent-ready properties – beginning of month		53		68		123		241		219
Third-party managed		16		20		24		—		—
Internally managed		—		—		13		116		129

*Leases / Day*		*0.52*		*0.71*		*1.19*		*3.87*		*4.16*

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(1)

This table depicts leasing results for two markets that in 2013 transitioned from third-party property management to internal property management by our company and may not be indicative of the historical leasing results for all of our markets and of the leasing results of our markets in the future.

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Successful track record raising capital and strong balance sheet. We have a proven ability to raise significant amounts of debt and equity capital. Since November 2012, we have raised net proceeds of approximately $1.2 billion in connection with two private placements of our Class A common shares. In addition, in March 2013, we entered into a two-year, $500 million senior secured revolving credit facility with Wells Fargo that is subject to extension in certain circumstances. In June 2013, we entered into a temporary six-month increase of the credit facility to $1 billion. At June 21, 2013, we had $450 million of borrowings outstanding under our credit facility, all of which we intend to repay with the net proceeds of this offering. We expect to extinguish the commitments under the $500 million temporary increase in our credit facility. At March 31, 2013, we had approximately $1.7 billion in assets.

Our Business and Growth Strategies

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Secure early-mover advantage and position as a dominant owner/operator of single-family rental properties . Historically, the single-family home rental market has been extremely fragmented, comprised primarily of private and individual property investors in local markets. Until recently, there have been no large-scale, national market owners/operators due primarily to the challenge of efficiently scaling the acquisition and management of many individual homes. With an unprecedented opportunity to acquire a large number of homes at attractive prices, we intend to continue to leverage our expertise and experience in rapidly building an institutional-quality, professionally managed business. We believe that being one of the first in our industry to do so on a large scale will provide us the “early mover” advantage to continue aggregating a large, geographically diversified portfolio of high quality properties at prices that provide attractive potential yields and capital appreciation.

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Employ a robust and disciplined property acquisition process. We have exclusive access to AH LLC’s established acquisition and renovation platform to acquire high quality single-family homes. AH LLC has approximately 185 full-time personnel dedicated to identifying, evaluating, inspecting and acquiring homes. To date, AH LLC has primarily acquired properties at foreclosure auctions and through broker sales (primarily MLS and short sales), AH LLC may source property acquisition opportunities through portfolio (or bulk) sales from government agencies, financial institutions and competitors. In addition, we may explore non-performing loan portfolios as possible investments. We pay AH LLC a fee equal to 5% of the sum of the purchase price and initial renovation costs of each property that we acquire, and AH LLC pays all expenses related to acquisition and renovation personnel, including all internal and third-party costs related to the investigation of properties not acquired by us.

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The following table summarizes AH LLC’s acquisitions by month through May 31, 2013.

Monthly Purchase Summary ⁽¹⁾

LOGO

(1)	Includes properties that have been sold by AH LLC to third parties.

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Assemble a geographically diversified portfolio. We will monitor and manage the diversification of our portfolio in order to reduce the risks associated with adverse developments affecting a particular market. We currently are focusing on acquiring single-family homes in selected sub-markets of MSAs within 21 states, with an emphasis on achieving critical mass within each target market. We continually evaluate potential new markets where we may make investments and establish operations as opportunities emerge. We select our markets based on steady population growth, strong rental demand and a high level of distressed sales of homes that can be acquired below replacement cost, providing for attractive potential yields and capital appreciation. In addition, if we are unable to gain desired critical mass within a market to operate efficiently, we may pursue ways to exit those markets in a manner designed to maximize shareholder value.

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Efficiently manage and operate properties. Building on the experience of our executive team at Public Storage and our significant in-house property management capabilities, we strive to create a leading, comprehensive single-family home property management business. As was the case with the self-storage industry, we believe the key to efficiently managing a large number of relatively low-cost properties is to strike the appropriate balance between centralization and decentralization. We utilize local, in-house property management for our properties in all markets where we believe it is economical to do so. We believe that in-house property management enables us to optimize rental revenues, effectively manage expenses, realize significant economies of scale and maintain direct contact with our tenants. Our property management platform has local leasing agents and property managers in each of our markets. In addition, corporate-level functions are centralized, including management, accounting, legal, marketing and a call center to handle overflow leasing calls and maintenance calls. These centralized services allow us to provide all markets with the benefits of these functions without the burden of staffing each function in every market. In addition, by having a national property management operation, we have the ability to negotiate favorable terms on services and products with national vendors. We currently provide property management services in 15 of our largest markets, representing approximately 80% of our portfolio. We utilize third party property management firms to provide property management and leasing services in the markets that we do not currently manage internally. We continually evaluate markets to determine when to internalize property management based on various factors, including the number of properties owned in a target market, pace of acquisitions and cost of third-party management. We expect the internally managed percentage of our portfolio to increase over the near term.

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and tenant satisfaction will help attract and retain tenants and qualified personnel, as well as support higher rental rates. Based on our executive team’s experience at Public Storage, we believe that creating brand awareness will facilitate the growth and success of our company. We have established a toll-free number and a website to provide a direct portal to reach potential tenants and to drive our brand presence. We believe our brand is gaining recognition within a number of our markets.

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Optimize capital structure. We may use leverage to increase potential returns to our shareholders, but we will seek to maintain a conservative and flexible balance sheet. As our company grows, we may seek to access additional financing markets, including asset securitizations and issuances of preferred shares. Based in part on our executive team’s experience at Public Storage, we believe that preferred shares may provide an attractive source of permanent capital. We also may participate in investment vehicles with third-party investors as an alternative source of equity to grow our business. Our executive officers have substantial experience organizing and managing investment vehicles with third-party investors, including during their time at Public Storage.

Our Business Activities

Property Acquisition, Renovation, Leasing and Property Management

Integrated Team and Process

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Property Acquisition. We have exclusive access to AH LLC’s disciplined acquisition platform that is capable of deploying large amounts of capital across all acquisition channels and in multiple markets simultaneously. AH LLC’s acquisition team, led by Mr. Corrigan, our Chief Operating Officer, has 185 personnel to identify potential acquisitions and deploy capital. We are focused on acquiring homes with a number of key property characteristics, including: (i) construction after 1990; (ii) three or more bedrooms; (iii) two or more bathrooms; (iv) a range of $70,000 estimated minimum valuation to $400,000 maximum bid price; and (v) estimated renovation costs not in excess of 25% of estimated value. We expect that certain homes we purchase will be outside these parameters, and we may revise these parameters from time to time. The acquisition process begins with an analysis of housing markets, where target markets are selected based on steady population growth, strong rental demand and a high level of distressed sales of newer homes that can be acquired below replacement cost, providing for attractive potential yields and potential capital appreciation. Our target markets currently include selected sub-markets of MSAs in 21 states. Within AH LLC’s target markets, AH LLC’s

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system allows it to screen broadly and rapidly for potential acquisitions and is designed to identify highly targeted sub-markets at the neighborhood and street levels.

AH LLC purchases properties through a variety of acquisition channels, including foreclosure auctions, broker sales and portfolio (bulk) sales. To date, foreclosure auctions and broker sales (primarily MLS and short sales) have presented the most attractive channels to access a significant supply of quality homes at attractive prices. AH LLC has developed an efficient process for bidding on large number of homes at auctions consistent with local and state laws, which has contributed to our significant pace of capital deployment. Properties become available at auction when a person with a lien on the property forecloses on the lien. The property is then sold at auction, either by a court or trustee, in order to satisfy the debt owed to the lien holder. Auction processes vary significantly between jurisdictions driven by differences in state and local laws. While properties acquired at foreclosure auctions have a limited time frame for due diligence, AH LLC has developed a process that rigorously focuses on the material issues that we believe will affect potential yields before determining a maximum bid amount. Significant issues considered in underwriting homes going through the trustee sale process include an evaluation of our acquisition parameters, as well as the property’s location. This evaluation includes a drive-by inspection of the property. Potential eviction and renovation costs are estimated, as well as expected rents and expenses. The property is also researched for the existence of any senior liens. AH LLC’s local teams have experience in evaluating homes in foreclosure, conducting due diligence and bidding at auctions, which we believe positions AH LLC to bid effectively against other competitors. In addition, AH LLC underwrites acquisition candidates and has implemented an efficient bid management system and closing and transfer processes that we believe results in acquisitions at an attractive estimated total investment.

AH LLC has and will continue to source property acquisition opportunities through broker sales (including traditional MLS, REO sales and short sales) and portfolio (or bulk) sales from government agencies, financial institutions and competitors. In particular, AH LLC has developed an extensive network of real estate brokers that facilitate a large volume of acquisitions through broker sales. AH LLC has a team dedicated to identifying opportunities for homes sold in bulk by institutions or competitors. Acquisitions through these channels generally allow more time for underwriting to determine the expected rents, expenses and renovation costs, obtain title insurance and review local covenant conditions and restrictions.

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Property Renovation. AH LLC has a team of 253 dedicated personnel to oversee the renovation process. This team focuses on maximizing the benefit of our investment in property renovation. Once a home is acquired, if it is not occupied, AH LLC promptly begins the renovation process, during which each property is thoroughly evaluated. Any resulting work is presented for bid to approved contractors in each of our markets. AH LLC has negotiated substantial quantity discounts in each of our markets for products that we regularly use during the renovation process, such as paint, window blinds, carpet and flooring. By establishing and enforcing best practices and quality consistency, we believe that AH LLC is able to reduce the costs of both materials and labor. We have found that a rapid response to renovating our homes improves our relationship with the local communities and HOAs, enhancing the “American Homes 4 Rent” brand recognition and loyalty. For homes that are occupied, property renovation is generally delayed. We estimate that AH LLC generally (1) completes property renovations within approximately 90 days after a property is available for renovation and (2) leases a property approximately 30 days after it is placed on the market, based on properties leased to date.

If a home that is acquired remains occupied, AH LLC typically postpones the renovation process. However, an assessment is usually immediately made of potential renovation work that must be addressed once the property can be accessed.

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Existing Occupant Transition . Upon acquisition, AH LLC must often interact with and replace existing occupants of the homes acquired, whether they are prior homeowners or existing tenants. AH LLC’s primary objective in this process is to quickly transition these occupants to tenants of ours, and,

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if that is not possible, to arrange for them to voluntarily vacate the home promptly. Occasionally, AH LLC may offer a modest incentive to existing occupants to vacate. Such a cost is viewed as appropriate in relation to value gained from accelerating AH LLC’s access to the home to begin renovation. As a last resort, the existing occupants will be evicted. AH LLC has attorneys on staff familiar with the laws of the locales of our properties to handle this process.

Existing occupants who are tenants sometimes have a bona fide lease under state and federal regulations that must be honored. In these instances, AH LLC will honor such leases, while continuing to work with the tenants to transition them to a lease under our form and rental structure at the conclusion of the existing lease. Renovations are typically not conducted in this instance.

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Property Management . We have developed an extensive in-house property management infrastructure, with modern systems, dedicated personnel and local offices in certain of our target markets. In these markets, property managers who are our employees will execute all property management functions. In the markets we do not have in-house property management, we will engage experienced local third-party property managers to provide these services. We continually evaluate our existing markets to determine when it is appropriate to establish in-house property management. This decision is based on many factors, including the number of properties in the market, the pace of property acquisitions and the cost of third-party property management. We are providing, or are in the process of establishing capabilities to provide, property management services in 15 of our largest target markets. We have approximately 172 dedicated personnel in property management and leasing functions.

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Marketing and Leasing . We are responsible for establishing rental rates, marketing and leasing properties (including screening prospective tenants) and collecting and processing rent. We establish rental rates based on analysis by the local property management teams in each market. Factors considered in establishing the rental rates include a competitive analysis of rents, the size and age of the house, and many qualitative factors, such as neighborhood characteristics and access to quality schools, transportation and services.

We advertise the available properties through multiple channels, including our website, Craigslist, MLS, yard signs and local brokers. In some markets, we utilize a network of local real estate agents to show homes to prospective tenants. We believe that utilizing local agents will make the process more efficient and creates an additional marketing channel for properties under management.

Prospective tenants may submit an application through the website, Craigslist posting or in person. We evaluate prospective tenants in a standardized manner. Our application and evaluation process includes obtaining appropriate identification, a thorough evaluation of credit and income, a review of the applicant’s rental history, and a background check for criminal activity.

We collect the majority of rent electronically via Automated Clearing House transfer or direct debit to the tenant’s checking account via a secure “Tenant Portal” on our website. An auto-pay feature is offered to facilitate rent payment. Tenants’ charges and payment history are available to tenants online through the Tenant Portal. Tenants who do not pay rent by the late payment date (typically the third or fifth calendar day of the month) will receive notification and are assessed a late fee. Eviction is a last resort, and the eviction process is managed in compliance with local and state regulations. The eviction process will be documented through a property management system with all correspondence and documentation stored electronically.

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Tenant Relations and Property Maintenance . We are also responsible for property repairs and maintenance and tenant relations. We offer a 24/7 emergency line to handle after hours issues, and our tenants can contact us through our local property management office and through the convenient and secure Tenant Portal on our website. As part of our ongoing property management, we conduct routine repairs and maintenance as appropriate to maximize long-term rental income and cash flows from our portfolio. In addition, our local property managers are involved in periodic visits to our properties to help foster positive, long-term relationships with our tenants, to monitor the condition and use of our homes and to ensure compliance with HOA rules and regulations.

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Systems and Technology. As with Public Storage, effective systems and technology are essential components of our process. We have made significant investments in our lease management system, accounting systems and our asset management systems. They have been designed to be scalable, as we anticipate our portfolio of homes to continue to grow rapidly. Our website is fully integrated into the tenant accounting and leasing system. From the website, prospective tenants can browse homes available for rent, request additional information and apply to rent a specific home. Through the Tenant Portal existing tenants can set up automatic payments and initiate maintenance requests. The system is designed to handle the accounting requirements of residential property accounting, including accounting for security deposits and paying property-level expenses. The system also interfaces with the credit agency, Experian, expediting evaluations of prospective tenant rental applications. We obtained ownership to these systems in connection with the Management Internalization.

We have worked with a search engine optimization firm to ensure we place high in search engine lists and will continue to monitor our placement on search engines. In addition, sponsored key words are generally purchased in selected markets as needed. We are developing a second generation website that will provide users with better identification of available properties through maps, and the ability to attach documents (e.g., paycheck stubs) to rental applications and will also be accessible from mobile devices.

Our History and Capitalization

Since commencing operations in November 2012, we have engaged in the following major transactions to raise capital and acquire single-family properties to lease in accordance with our business strategy:

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Raised capital through private placements. We issued an aggregate of 82,079,648 of our Class A common shares, resulting in net proceeds of approximately $1.2 billion, in two private placements, an initial private placement of 35,360,898 of our Class A common shares at a price of $15.00 per share in November 2012 and a follow-on private placement of 46,718,750 of our Class A common shares at a price of $16.00 per share in March 2013. We used the net proceeds from both private placements to acquire and renovate single-family properties.

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Acquired single-family properties from AH LLC. Through contribution transactions in December 2012 and February 2013, we acquired an aggregate of 3,137 single-family properties located in 29 markets in 14 states from AH LLC, at an agreed upon value of approximately $541.7 million, in exchange for a total of 3,300,000 of our Class A common shares, 635,075 of our Class B common shares, 32,667 Class A units and 31,085,974 Series C units. As contemplated in our initial private placement, on December 31, 2012, AH LLC made an approximately $50.0 million investment in our company and our operating partnership through the contribution to us of 367 single-family properties (substantially all of which were not yet leased to tenants) valued at approximately $49.4 million, or AH LLC’s “cost,” and approximately $0.6 million in cash in exchange for 3,300,000 Class A common shares, 667 Class B common shares and 32,667 Class A units of our operating partnership, at $15.00 per share or unit. On February 28, 2013, pursuant to a contribution agreement with AH LLC, we acquired the AH LLC Portfolio of 2,770 properties for a maximum agreed upon value of approximately $491.7 million in exchange for 31,085,974 Series C units and 634,408 of our Class B common shares (in the ratio of one Class B common share for each 49 Series C units), in each case based on a price per unit or share of $15.50.

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Acquired AH LLC’s interest in and financing of the RJ joint ventures to own and operate residential homes. In addition to the Alaska Joint Venture, AH LLC formed the RJ joint ventures to own and operate residential homes as rental properties. The RJ joint ventures have raised a total of approximately $45 million from high net worth individual investors and currently own 377 homes in 12 markets. In a series of transactions between December 2012 and June 2013, we acquired AH LLC’s approximate one-third interest in the RJ joint ventures for approximately $22 million in exchange for approximately 1,360,000 Class A units. For more information regarding our acquisition of AH LLC’s interest in the RJ joint ventures, see “Certain Relationships and Related Party Transactions—Transactions Regarding the RJ Joint Ventures.”

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Entered into a senior secured revolving credit facility. In March 2013, we entered into a $500 million senior secured revolving credit facility with Wells Fargo that, in June 2013, was temporarily increased for six months to $1 billion. The amount that may be borrowed under our credit facility is generally based on the borrowing base. Borrowings under our credit facility (other than borrowings under the temporary increase in our credit facility) are available for a period of two years following the closing, which period may be extended for an additional year, subject to the satisfaction of certain financial covenant tests. Our credit facility matures one year after the expiration of such period. Our credit facility bears interest at 30 day LIBOR plus 2.75%. At June 21, 2013, we had $450 million of borrowings outstanding under our credit facility, all of which we intend to repay with the net proceeds of this offering. We expect to extinguish the commitment under the $500 million temporary increase in our credit facility following this offering.

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Settlement of AH LLC option . In April 2013, we and AH LLC entered into an amendment to the subscription agreement entered into in November 2012 that resulted in our issuance, on April 16, 2013, of net Class A common shares to AH LLC having a value, based on $17.25 per share, equal to the excess of $17.25, the then most recent per share price at which our Class A common shares were traded as reported by the FBR PLUS System, over $15.00 per share (i.e., $2.25 per share), multiplied by the number of shares subject to the original option, resulting in a total of 434,783 Class A common shares.

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Issuance of Series D and Series E units. In the Management Internalization, our operating partnership issued 4,375,000 Series D units and 4,375,000 Series E units to AH LLC in exchange for AH LLC’s membership interest in our former manager and our former property manager. For more discussion on the Management Internalization and the terms of the Series D units and the Series E units, see “Certain Relationships and Related Party Transactions—Management Internalization” and “Operating Partnership and the Partnership Agreement—Series D Convertible Units and Series E Convertible Units.”

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Acquisition of the interests of APFC and AH LLC in the Alaska Joint Venture. In July 2012, AH LLC entered into the Alaska Joint Venture with APFC. APFC contributed $600 million to the Alaska Joint Venture and AH LLC contributed an additional $150 million. AH LLC had a promoted interest in the Alaska Joint Venture in addition to owning 20% of its equity. All the Alaska Joint Venture’s funds are now invested or committed. On June 11, 2013, we acquired the interests of APFC and AH LLC in the Alaska Joint Venture based upon an agreed upon valuation of approximately $904.5 million in exchange for 43.6 million Class A common shares issued by us to APFC and approximately 12.4 million Class A units issued by our operating partnership to AH LLC. See “Certain Relationships and Related Party Transactions—Alaska Joint Venture Acquisition.”

Management Internalization

Until June 10, 2013, we were externally managed and advised by our former manager, and the leasing, managing and advertising of our properties was overseen and directed by our former property manager. On June 10, 2013, we and AH LLC completed a series of transactions to implement the Management Internalization.

We believe that the Management Internalization enables us to realize several benefits, including the following:

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We will better align the interests between our management and shareholders and eliminate certain conflicts of interest associated with having an external advisor and property manager.

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Once the Management Internalization is fully implemented, we will be a fully integrated single-family home rental company that handles acquisitions, renovations and operations all within a single consolidated entity, which we believe positions us well for this offering.

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AH LLC’s non-compete arrangement in the agreement on investment opportunities was expanded to preclude AH LLC from rendering property management and investment advisory services for third parties.

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On December 10, 2014, we will cease paying acquisition and renovation fees on the initial properties that we acquire and will have an option to internalize our acquisition and renovation functions by the end of that period by offering employment to the acquisition and renovation personnel of AH LLC and its affiliates necessary for our operations.

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We are able to form new investment vehicles and receive all of the benefits of those investments. In the absence of the Management Internalization, AH LLC would continue to be entitled to receive 80% of the promoted interests in respect of outside capital invested in those investment vehicles.

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We acquired all of AH LLC’s licenses and intellectual property that are critical to conducting our business.

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We believe that the Management Internalization will increase our adjusted FFO per share over time.

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In connection with the Management Internalization, AH LLC received convertible equity securities in our operating partnership that are linked to favorable financial metrics and share price appreciation.

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We no longer pay an annual advisory management fee to a related party advisor of 1.75% of shareholders’ equity or a property management fee to a related party property manager equal to 6% of collected rent and a leasing fee equal to one-half month’s rent for each twelve-month rental period.

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We are able to expand our property holdings without a proportionate increase in advisory and property management fees, which would have continued if the Management Internalization was not completed.

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We believe that the value of our former manager and property manager would have increased over time, increasing the cost to us of the Management Internalization at a later date.

For more information regarding the Management Internalization, see “Certain Relationships and Related Party Transactions—Management Internalization.”

Other Recent Developments

Transactions Regarding the RJ Joint Ventures

In addition to the Alaska Joint Venture, AH LLC has formed the RJ joint ventures with accredited investors identified by Raymond James to own and operate residential homes as rental properties. The RJ joint ventures have raised a total of approximately $45 million from high net worth individual investors and own an aggregate of 391 homes in 12 markets.

RJ1

Under the terms of a contribution agreement entered into in December 2012, our operating partnership acquired AH LLC’s approximately one-third equity interest in RJ1 and 20% of its promoted interest in exchange for 653,492 3.5% convertible perpetual preferred units, at an agreed-upon price per unit of $15.00, with an aggregate liquidation preference of approximately $9.8 million. In June 2013, AH LLC transferred the remaining 80% of the promoted interest to our operating partnership and converted the 653,492 3.5% convertible perpetual preferred units into 653,492 Class A units.

RJ2

Under the terms of a contribution agreement entered into in June 2013, our operating partnership acquired AH LLC’s approximately one-third equity interest and 100% of its promoted interest in RJ2 in exchange for 705,167 Class A units at an agreed-upon price per unit of $17.25. For more information regarding our acquisition of AH LLC’s interest in the RJ joint ventures, see “Certain Relationship and Related Party Transactions—Transactions Regarding the RJ Joint Ventures.”

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Risk Management

We face various forms of risk in our business ranging from broad economic, housing market and interest rate risks, to more specific factors, such as credit risk related to our tenants, re-leasing of properties and competition for properties. We believe that the systems and processes developed by our experienced executive team since commencing our operations in November 2012 will allow us to monitor, manage and ultimately navigate these risks.

Insurance

We maintain property and corporate level insurance coverage related to our business, including crime and fidelity, property management errors and omissions, trustees and officers errors and omissions, employment practice liability and workers’ compensation. We believe the policy specifications and insured limits under our insurance program are appropriate and adequate for our business and properties given the relative risk of loss, the cost of the coverage and industry practice. However, our insurance coverage is subject to substantial deductibles and carveouts, and we will be self-insured up to the amount of such deductibles and carveouts. See “Risk Factors—Risks Related to Our Business—We are self-insured against many potential losses, and uninsured or underinsured losses relating to properties may adversely affect our financial condition, operating results, cash flows and ability to make distributions on our Class A common shares.”

Competition

We face competition from different sources in each of our two primary activities: acquiring properties and renting our properties. We believe our primary competitors in acquiring our target properties through individual acquisitions are individual investors, small private investment partnerships looking for one-off acquisitions of investment properties that can either be rented or restored and sold, and larger investors, including private equity funds and other REITs, that are seeking to capitalize on the same market opportunity that we have identified. Our primary competitors in acquiring portfolios are private equity investors, other REITs and sizeable institutional investors. These same competitors may also compete with us for tenants. Competition may increase the prices for properties that we would like to purchase, reduce the amount of rent we may charge at our properties, reduce the occupancy of our portfolio and adversely impact our ability to achieve attractive yields. However, we believe that our acquisition platform, our extensive in-house property management infrastructure and market knowledge in markets that meet our selection criteria provide us with competitive advantages.

Regulation

General

Our properties are subject to various covenants, laws and ordinances, and certain of our properties are also subject to the rules of the various HOAs where such properties are located. We believe that we are in material compliance with such covenants, laws, ordinances and rules, and we also require that our tenants agree to comply with such covenants, laws, ordinances and rules in their leases with us.

Fair Housing Act

The Fair Housing Act, or FHA, its state law counterparts and the regulations promulgated by HUD and various state agencies, prohibit discrimination in housing on the basis of race or color, national origin, religion, sex, familial status (including children under the age of 18 living with parents or legal custodians, pregnant women and people securing custody of children under the age of 18), handicap or, in some states, financial capability. We believe that our properties are in substantial compliance with the FHA and other regulations.

Environmental Matters

As a current or prior owner of real estate, we are subject to various federal, state and local environmental laws, regulations and ordinances, and we could be liable to third parties as a result of environmental

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contamination or noncompliance at our properties, even if we no longer own such properties. See “Risk Factors—Risks Related Our Business—Contingent or unknown liabilities could adversely affect our financial condition, cash flows and operating results.”

REIT Qualification

As a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we currently distribute to our shareholders, but taxable income generated by any taxable REIT subsidiary that we may form or acquire will be subject to federal, state and local income tax. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute annually at least 90% of their REIT taxable income to their shareholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our income would be subject to U.S. federal income tax, and we would likely be precluded from qualifying for treatment as a REIT until the fifth calendar year following the year in which we fail to qualify. Even if we qualify as a REIT, we may still be subject to certain U.S. federal, state and local taxes on our income and assets and to U.S. federal income and excise taxes on our undistributed income.

Investment Company Act of 1940

We intend to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Legal Proceedings

We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us.

Employees

We have approximately 205 dedicated personnel. We do not expect any of our personnel to be covered by a collective bargaining agreement. See “Certain Relationships and Related Party Transactions—Management Internalization—Employee Administration Agreement.”

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MANAGEMENT

Our Trustees and Executive Officers

Our board of trustees consists of eight members. Of these eight trustees, five, constituting a majority, are considered “independent” within the meaning of the listing standards of the NYSE.

The following table sets forth certain information concerning our trustees and executive officers.


Name	Age		Position
B. Wayne Hughes		79	Non-Executive Chairman
David P. Singelyn		51	Chief Executive Officer and Trustee
John Corrigan		52	Chief Operating Officer and Trustee
Peter J. Nelson		55	Chief Financial Officer
David Goldberg		63	Executive Vice President
Sara H. Vogt-Lowell		38	Senior Vice President and Chief Legal Officer
Vincent R. Chan		42	Senior Vice President and Chief Accounting Officer
Dann V. Angeloff ⁽¹⁾		77	Independent Trustee
Matthew J. Hart ⁽²⁾⁽³⁾		61	Independent Trustee
James H. Kropp ⁽¹⁾⁽²⁾		64	Independent Trustee
Lynn Swann ⁽¹⁾⁽³⁾		61	Independent Trustee
Kenneth Woolley ⁽²⁾⁽³⁾		67	Independent Trustee

(1)	Member of Nominating and Corporate Governance Committee.

(2)	Member of Audit Committee.

(3)	Member of Compensation Committee.

Trustees

B. Wayne Hughes— Non-Executive Chairman. Mr. Hughes has served as our Non-Executive Chairman since October 2012. In June 2011, Mr. Hughes co-founded AH LLC, a private company formed to capitalize on the dislocation in the single-family home market and an affiliate of our company. In 1972, Mr. Hughes founded Public Storage (NYSE: PSA), one of the nation’s largest REITs, where he served as a Trustee from 1980 to 2012 and retired as Chief Executive Officer in November 2002. In 2006, Mr. Hughes founded ACE, a real estate management company with 62 retail and office properties across California and Hawaii. Mr. Hughes earned a B.A. in Business from the University of Southern California and is qualified to serve as a Trustee due to his more than 40 years of real estate, financial and operational expertise, including the organization of Public Storage in 1972 and its management until 2002.

David P. Singelyn— Chief Executive Officer and Trustee. Mr. Singelyn has served as a Trustee and our Chief Executive Officer since October 2012. Mr. Singelyn co-founded AH LLC with Mr. Hughes in June 2011 and served as the Chief Executive Officer of our former manager until the Management Internalization. From 2003 through April 2013, Mr. Singelyn was Chairman and President of Public Storage Canada, a real estate company previously listed on the Toronto Stock Exchange, where he built a management team that restructured the operations of the company, including building an operations team and installing accounting and operating computer systems. In 2010, Mr. Singelyn facilitated the restructuring of the ownership entity that was traded on the Toronto stock exchange resulting in the company “going private.” In 2005, Mr. Singelyn, along with Mr. Hughes, founded ACE, and he now serves as a co-manager of ACE. Mr. Singelyn is also a director of the William Lawrence and Blanche Hughes Foundation, a non-profit organization dedicated to research of pediatric cancer. Mr. Singelyn served as the Treasurer for Public Storage, from 1989 through 2003, where he was responsible for equity capital raising, debt issuances, corporate cash management and financial management for Public Storage and its subsidiary operations. During his tenure, and with his direct involvement, Public Storage raised funds through the public and institutional marketplaces, including from a number of state pensions.

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Mr. Singelyn started his career at Arthur Young and Company (now a part of Ernst & Young LLP) and also served as Controller of Winchell’s Donut Houses where he was responsible for all accounting functions. Mr. Singelyn earned a B.S. in Accounting and a B.S. in Computer Information Systems from California Polytechnic University—Pomona and is qualified to serve as a Trustee due to his extensive real estate, financial and operational experience with private and public companies.

John “Jack” Corrigan— Chief Operating Officer and Trustee. Mr. Corrigan has served as a Trustee and our Chief Operating Officer since October 2012. Since November 2011, Mr. Corrigan has been the Chief Operating Officer of our former manager. From 2006 to 2011, Mr. Corrigan was the Chief Executive Officer of A & H Property and Investments, a full service leasing and property management company in Los Angeles County with a portfolio of residential, retail, industrial and office properties where he was responsible for acquisitions, dispositions, development, financing and management operations. Mr. Corrigan served as Chief Financial Officer of PS Business Parks Inc. (NYSE: PSB), a publicly-traded REIT specializing in office and industrial properties throughout the United States, from 1998 to 2004. Prior to his tenure at PS Business Parks, Mr. Corrigan was a partner in the accounting firm of LaRue, Corrigan & McCormick where he was responsible for the audit and consulting practice of that firm. Mr. Corrigan started his career at Arthur Young and Company (now a part of Ernst & Young LLP) and also served as Vice President and Controller of Storage Equities, Inc . (a predecessor entity to Public Storage). Mr. Corrigan earned a B.S. in Accounting from Loyola Marymount University. He is a Certified Public Accountant licensed in the state of California and a California-licensed real estate broker. Mr. Corrigan is qualified to serve as a Trustee due to his extensive real estate, financial and operational experience with public and private companies.

Dann V. Angeloff— Trustee. Mr. Angeloff has served as a Trustee since November 2012. Mr. Angeloff founded The Angeloff Company, a corporate financial advisory firm advising top management of small and mid-sized companies in the areas of capital sourcing, merger-acquisition and other financial services and has served as its President since 1976. He is and has been active in the capital markets as an investment banker and corporate financial advisor for over 50 years and has been responsible for over 80 financial transactions with a major emphasis in initial public offerings. He currently serves on the board of Electronic Recyclers International, Inc. Within the last five years, Mr. Angeloff has served on the following boards: Bjurman, Barry Fund, Inc., Nicholas-Applegate Growth Equity Fund, Public Storage and SoftBrands, Inc. Mr. Angeloff received a B.S. in Finance and an M.B.A. in Finance from the University of Southern California. Mr. Angeloff is qualified to serve as a Trustee due to his investment banking background and knowledge of capital markets and his public company board experience. In addition, he is one of the founders of the National Association of Corporate Directors, or NACD, and former Chairman and President and currently chairman emeritus of the Southern California NACD Chapter and brings his extensive knowledge of corporate governance practices to our board of trustees and to our Nominating and Corporate Governance Committee, which he chairs.

Matthew J. Hart— Trustee. Mr. Hart has served as a Trustee since November 2012. Mr. Hart served as President and Chief Operating Officer of Hilton Hotels Corporation, or Hilton, a global hospitality company, from May 2004 until the buyout of Hilton by the Blackstone Group in October 2007. He also served as Executive Vice President and Chief Financial Officer of Hilton from 1996 to 2004. Prior to joining Hilton, Mr. Hart served as the Senior Vice President and Treasurer of the Walt Disney Company (NYSE: DIS), Executive Vice President and Chief Financial Officer for Host Marriott Corp., Senior Vice President and Treasurer for Marriott Corporation and Vice President, Corporate Lending, for Bankers Trust Company. Mr. Hart currently serves on the board of directors of US Airways Group, Inc. (NYSE: LCC), Air Lease Corporation (NYSE: AL) and Great American Group, Inc. Mr. Hart received a B.A. in Economics and Sociology from Vanderbilt University and an M.B.A. in Finance and Marketing from Columbia University. Mr. Hart is qualified to serve as a Trustee due to his financial expertise, risk management experience, extensive experience as a senior operating and finance executive in developing strategies for large public companies, his mergers and acquisitions experience, and his service as a public company director.

James H. Kropp— Trustee. Mr. Kropp has served as a Trustee since November 2012. Since 2009, Mr. Kropp has been the Chief Investment Officer of SLKW Investments LLC, a family investment office and the

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successor to i3 Funds LLC. Since 2011, he has been a Manager of Microproperties LLC, an investor and asset manager of net leased restaurant properties. From 2009 until its sale in February 2012, he served as Interim CFO of TaxEase LLC, a tax lien finance company. Mr. Kropp was Senior VP of Investments for Gazit Group USA, Inc., a real estate investor, from 2006 to December 2008. Since 1998, Mr. Kropp has served as a director of PS Business Parks Inc., and is the Chair of its Compensation Committee and a member of its Nominating/Corporate Governance Committee. Since its founding in 2011, he has been a director of Corporate Capital Trust, a registered investment company, and Chair of its Audit Committee and a member of its Nominating/Corporate Governance Committee. He was a director of Trustreet Properties Inc. and its predecessor, US Restaurant Properties Inc., from 2002 through February 2007 and served as Chairman of its Audit Committee and Compensation Committee and was a member of the Nominating and Corporate Governance Committees during his tenure. From May 2007 until its sale in February 2010, Mr. Kropp was a Trustee as well as Chairman of the Audit Committee and a member of the Governance and Independent Trustee Committees of The CNL Funds, a registered investment company. Mr. Kropp earned a B.B.A. in Finance from St. Francis College. He completed the CPA preparation program at New York University and was licensed as a CPA while at Arthur Young and Company (now a part of Ernst & Young LLP). Mr. Kropp is qualified to serve as a Trustee due to his knowledge of investment banking and capital markets, specializing in real estate securities, his extensive experience with real estate businesses, including other REITs, and his experience as a member of several public company boards.

Lynn Swann— Trustee. Mr. Swann has served as a Trustee since November 2012. Mr. Swan has been the President of Swann, Inc., a marketing and consulting company, since 1976 and the Managing Director of the LS Group which is a third party capital fundraising firm, since 2011. Since 1979 Mr. Swann has been the National Spokesman for Big Brothers Big Sisters of America, served on their National Board from the mid-1980’s to 2011 and was Chairman of the Board from 1993 to 1995. Mr. Swann also played 18 seasons in the National Football League (NFL) for the Pittsburgh Steelers, was selected to three Pro Bowls, won four Super Bowls, and was inducted into the Pro Football Hall of Fame in 2001. After his NFL career, Mr. Swann engaged in television sports broadcasting for ABC Sports. Mr. Swann is a board member of H.J. Heinz Co. (NYSE: HNZ), Caesar’s Entertainment Corp. (NASDAQ:CZR) and Hershey Entertainment and Resorts. Mr. Swann earned a B.A. in Public Relations from the University of Southern California and is qualified to serve as a Trustee due to his media and public relations experience, consumer awareness skills, diverse business and political background and management-level decision-making experience.

Kenneth M. Woolley— Trustee. Mr. Woolley has served as a Trustee since November 2012. He is the founder of Extra Space Storage, Inc. (NYSE: EXR), or Extra Space, a self-storage REIT, and he currently serves as its Executive Chairman. He served as Chairman and Chief Executive Officer from its inception in 2004 through March 2009 and was formerly Chief Executive Officer of Extra Space’s predecessor. From 1994 to 2002, he was an active participant on Storage USA’s Advisory Board. From 1983 to 1989 he acted as a preferred developer for Public Storage, Inc. Mr. Woolley has also developed over 9,000 apartment units in 32 projects and acquired over 15,000 apartment units in the past 25 years and is the founder of several companies in the retail, electronics, food manufacturing, airline and natural resources industries. Mr. Woolley received a B.A. in Physics from Brigham Young University and an M.B.A. and Ph.D. in Business Administration from Stanford University, Graduate School of Business. Mr. Woolley is qualified to serve as a Trustee due to his extensive experience with public companies, including his executive experience with Extra Space, and experience with multi-family properties.

Executive Officers

Set forth below is biographical information for each of our executive officers, other than Mr. Singelyn and Mr. Corrigan who also serve on our board of trustees and whose biographical information is set forth above

Peter J. Nelson— Chief Financial Officer. Mr. Nelson has served as our Chief Financial Officer since October 2012. Mr. Nelson held the same position with our former manager from September 2012 until the Management Internalization. From 2004 to 2012, Mr. Nelson was the managing partner of Morecambe Partners,

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LLC, an advisory and consultancy firm focused on early stage companies, workout situations and real estate businesses and transactions. During his tenure at Morecambe Partners, Mr. Nelson structured and invested in several commercial real estate transactions, including the acquisition, re-repositioning and disposition of industrial properties. From 1997 until 2004, Mr. Nelson served in several executive positions with Alexandria Real Estate Equities, Inc. (NYSE: ARE), or ARE, including Chief Financial Officer, Senior Vice President—Operations and Treasurer. ARE is a REIT with a portfolio primarily consisting of office properties that provide research laboratories for scientific organizations. Mr. Nelson was responsible for debt and equity capital raising activities for ARE. Mr. Nelson was involved in ARE’s property acquisition and growth strategies throughout United States, and his responsibilities included overseeing ARE’s risk management activities and all accounting and financial reporting functions, including the supervision of audits. From 1995 until 1997, Mr. Nelson served as Chief Financial Officer of Lennar Partners, Inc., now known as LNR Property Corporation, formerly a subsidiary of Lennar Corporation (NYSE: LEN), where he oversaw all financial and operational aspects of the company’s investment in and operation of commercial properties. Mr. Nelson graduated from California State University, Northridge with a B.S. in Accounting. He is an inactive Certified Public Accountant in the state of California.

David Goldberg— Executive Vice President. Mr. Goldberg has served as our Executive Vice President since October 2012. Mr. Goldberg held the same position with our former manager from 2011 until the Management Internalization. Since 2006, Mr. Goldberg has been a co-manager of ACE, and since 2006 he has served as a legal consultant and senior counsel for Public Storage. From 1991 until 2005, Mr. Goldberg held various legal positions with Public Storage, including Senior Vice President and General Counsel. In such capacity, Mr. Goldberg was responsible for all Public Storage securities, real estate and property management activities and was involved in capital raising, real estate acquisition, corporate reorganization and property management transactions. From 1974 until 1991, Mr. Goldberg was an associate and a partner in the law firm of Agnew, Miller & Carlson and a partner with the law firm of Sachs & Phelps and with the law firm of Hufstedler, Miller, Carlson & Beardsley. Mr. Goldberg earned an A.B. in History and Social Studies from Boston University and a Juris Doctor from the University of California, Berkeley (Boalt School of Law) and is a member of the California State Bar.

Sara H. Vogt-Lowell— Senior Vice President and Chief Legal Officer. Ms. Vogt-Lowell has served as our Senior Vice President and Chief Legal Officer since October 2012. As Senior Vice President and Chief Legal Officer she coordinates legal matters and real estate transactions, guides the defense of our company against prospective and pending claims and lawsuits and monitors applicable legal, regulatory and compliance developments. From 2011 until the Management Internalization, Ms. Vogt-Lowell held the same position with our former manager. From March 2006 through April 2013, she has served as General Counsel for Malibu Management, Public Storage Canada and ACE where her responsibilities included managing, directing and providing guidance over all legal affairs, preparing, negotiating and reviewing real estate acquisition contracts, leases, financing instruments and other legal instruments, overseeing all real estate transactions, corporate governance matters and litigation, monitoring legal, regulatory and compliance developments, and anticipating, assessing and mitigating legal risks for each company. Ms. Vogt-Lowell began her legal career at the law firm of Latham & Watkins LLP in 2002 as a member of the finance department where she specialized in real estate transactions. There, she represented a variety of clients, including lenders, residential and commercial developers, landlords, tenants, buyers, sellers and owners of commercial, industrial, residential and other real estate projects, with specific experience in multi-site, multi-state property portfolios. Ms. Vogt-Lowell earned a B.A. in Political Science from the University of California, Los Angeles and a Juris Doctor from the University of California, Berkeley (Boalt School of Law). Ms. Vogt-Lowell is a member of the California State Bar and is an active member of the Business Law and Real Property Law sections.

Vincent R. Chan— Senior Vice President and Chief Accounting Officer. Mr. Chan has served as our Senior Vice President and Chief Accounting Officer since October 2012. From 2011 until the Management Internalization, Mr. Chan held the same position with our former manager. Until the Management Internalization, Mr. Chan has served as the President of KS InsuRe Corporation and AH InsuRe Corporation, captive insurance

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companies affiliated with our former manager, where he is responsible for forming these entities to manage the various risk components of our company, our former manager and its affiliated entities. Mr. Chan served as the Chief Financial Officer of ACE and Public Storage Canada from 2004 until April 2013. At ACE and Public Storage Canada, Mr. Chan had responsibility for accounting, finance, treasury, insurance, investor relations and management information systems. From 1998 to 2002, Mr. Chan served as the corporate Controller of PS Business Parks Inc., where he oversaw accounting and reporting matters with the SEC. Prior to his employment with PS Business Parks Inc., Mr. Chan was a senior auditor of Ernst & Young LLP, where he earned his California Certified Public Accountant license. Mr. Chan earned a B.S. in Business Administration from California State University of Northridge with an emphasis in accounting.

Other Key Employees

Set forth below is biographical information for each of our other key employees.

Raymond Huning— Senior Vice President and Director of Tax. Mr. Huning has served as our Senior Vice President and Director of Tax since the completion of the Management Internalization. From 2011 until the Management Internalization, Mr. Huning held the same position with our former manager. From 2004 until April 2013, Mr. Huning served as Director of Taxes for ACE and Public Storage Canada. In these positions he was responsible for providing oversight, guidance, and direction regarding all aspects of the income, business, sales, and property tax requirements. Mr. Huning worked at Kenneth Leventhal & Company from 1987 until its merger with Ernst & Young LLP in 1995. From 1995 to 2003, Mr. Huning worked at Ernst & Young as a Senior Tax Manager. He specialized in US and foreign real estate income taxes and was responsible for income tax filings for a variety of clients, including investment funds with multi-state and foreign real estate holdings, residential and commercial developers, and owners of commercial, industrial, residential and other real estate projects. Mr. Huning earned a B.A. degree in Economics from University of California, Los Angeles. He is an inactive Certified Public Accountant in the state of California.

Bryan Smith— Senior Vice President and Director of Property Management. Mr. Smith has served as Senior Vice President and Director of Property Management since the completion of the Management Internalization, and is responsible for establishing property management operations nationwide, with an initial focus of hiring and training property management teams and establishing leasing offices across the country. From 2011 to 2012, Mr. Smith was the Senior Vice President of Acquisitions for our former manager and he was the Senior Vice President and Director of Property Management for our former manager from 2012 until the Management Internalization. From 2009 to 2011, Mr. Smith was a Partner at Tax Review Group , a property tax consulting firm that focuses on reducing the tax liabilities of large residential, commercial, hospitality and land properties located in the western United States, where his responsibilities included business development and operational management of the firm’s property tax appeal practice. Prior to joining the Tax Review Group, he was a Partner and Chief Financial Officer at the Watermark Group, a California-based residential and commercial real estate development firm, from 2006 to 2009. His responsibilities included strategic planning, fundraising, and financial reporting and management. Mr. Smith earned a B.A. in Business Economics from the University of California, Los Angeles and an M.B.A. from the UCLA Anderson School of Management. He is a licensed real estate broker and a Certified Public Accountant in the state of California.

Board of Trustees

The number of members on our board of trustees will be determined from time-to-time by resolution of the existing members of the board. Our board of trustees currently consists of eight persons. Our trustees are nominated each year by the Nominating and Corporate Governance Committee of our Board of Trustees.

Upon completion of this offering, we will become subject to the rules of the NYSE. Generally, these rules require a number of trustees serving on our board to meet standards of independence. Our board of trustees has determined that the trustees listed above as “Independent Trustee” meet the independence standards of the NYSE. Our independent trustees meet regularly in executive sessions without members of management present.

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Our board of trustees believes its members collectively have the experience, qualifications, attributes and skills to effectively oversee the management of our company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing our company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of our company and a dedication to enhancing shareholder value.

Committees of the Board of Trustees

Our board has established three committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees consists of three members, each of whom meets the independence standards of the NYSE. Matters put to a vote by any one of our three independent committees of our board of trustees must be approved by a majority of the trustees on the committee who are present at a meeting, in person or as otherwise permitted by our bylaws, at which there is a quorum or by the unanimous written consent of the trustees serving on the committee. Additionally, our board of trustees may from time to time establish other committees to facilitate the board’s oversight of management of the business and affairs of our company.

Audit Committee. The Audit Committee is composed of Messrs. Hart, Kropp and Woolley, and Mr. Kropp currently serves as its chairman. Our board has affirmatively determined that each of the Audit Committee members meets the definition of “independent trustee” for purposes of the NYSE rules and the independence requirements of Rule 10A-3 of the Exchange Act. Our board has also determined that each member of our Audit Committee qualifies as an “audit committee financial expert” under SEC rules and regulations. The Audit Committee’s principal functions consist of overseeing:

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review of all related party transactions in accordance with our related party transactions policy;

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our accounting and financial reporting processes;

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the integrity of our consolidated financial statements and financial reporting process;

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our systems of disclosure controls and procedures and internal control over financial reporting;

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our compliance with financial, legal and regulatory requirements;

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the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

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the performance of our internal audit functions; and

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our overall risk exposure and management.

Compensation Committee. The Compensation Committee is composed of Messrs. Woolley, Hart and Swann, and Mr. Woolley currently serves as its chairman. The Compensation Committee’s principal functions consist of supporting the board of trustees in fulfilling its oversight responsibilities relating to the following:

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annually reviewing and approving our compensation arrangements for our trustees; and

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administering the 2012 Incentive Plan.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is composed of Messrs. Angeloff, Kropp and Swann, and Mr. Angeloff currently serves as its chairman. The Nominating and Corporate Governance Committee’s principal functions consists of:

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identifying individuals qualified to become members of our board of trustees and ensuring that our board of trustees has the requisite expertise;

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developing, and recommending to the board of trustees for its approval, qualifications for trustee candidates and periodically reviewing these qualifications with the board of trustees;

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reviewing the committee structure of the board of trustees and recommending trustees to serve as members or chairs of each committee of the board of trustees;

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reviewing and recommending committee slates annually and recommending additional committee members to fill vacancies as needed;

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developing and recommending to the board of trustees a set of corporate governance guidelines applicable to us and, at least annually, reviewing such guidelines and recommending changes to the board of trustees for approval as necessary;

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overseeing the annual self-evaluations of the board of trustees and management; and

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overseeing our board of trustees’ compliance with the code of business conduct and ethics.

Code of Business Conduct and Ethics

Our board of trustees has adopted a code of business conduct and ethics that applies to our officers, trustees and employees. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote the following:

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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

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compliance with applicable governmental laws, rules and regulations;

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prompt internal reporting of violations of the code to appropriate persons identified in the code; and

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accountability for adherence to the code of business conduct and ethics.

Any waiver of the code of business conduct and ethics for our executive officers, trustees or any employees may be made only by our Nominating and Corporate Governance Committee and will be promptly disclosed as required by law or stock exchange regulations.

Limitations on Liabilities and Indemnification of Trustees and Officers

For information concerning limitations of liability and indemnification applicable to our trustees, executive officers and, in certain circumstances, employees, see “Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws,” and “Certain Relationships and Related Party Transactions.”

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve as a member of a board of trustees or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of trustees or our Compensation Committee.

Trustee Compensation

Our board of trustees has established a compensation program for our independent trustees. Pursuant to this compensation program, we pay the following fees to each of our independent trustees:

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an annual cash retainer of $75,000;

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an additional annual cash retainer of $10,000 to the chair of our Audit Committee;

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an additional annual cash retainer of $7,500 to the chair of our Compensation Committee; and

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an additional annual cash retainer of $7,500 to the chair of our Nominating and Corporate Governance Committee.

Upon completion of our initial private placement in November 2012, we also made an initial grant to each independent trustee of options to purchase 10,000 of our Class A common shares pursuant to our 2012 Incentive Plan. The options have an exercise price of $15.00 and vest ratably over a period of four years from the date of the grant. We also reimburse our independent trustees for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as trustees, including without limitation, travel expenses in connection with their attendance in-person at board and committee meetings. Trustees who are employees do not receive any compensation for their services as trustees.

In addition, in April 2013, we awarded the members of the special committee of our board of trustees, which is comprised of our independent trustees, an aggregate of 6,500 Class A common shares with an aggregate grant date fair value of approximately $112,000.

Trustee Compensation Table

The following table presents information relating to the total compensation of our non-employee trustees for the fiscal year ended December 31, 2012. Messrs. Hughes, Singelyn and Corrigan did not receive any compensation for their services as trustees in 2012.


Name	Fees Earned or Paid in Cash ($)		Share Awards ($)		Option Awards ^(1)(2)(3) ($)		Total ($)
B. Wayne Hughes		—		—		—		—
Dann V. Angeloff		20,625		—		42,400		63,025
Matthew J. Hart		18,750		—		42,400		61,150
James H. Kropp		21,250		—		42,400		63,650
Lynn Swann		18,750		—		42,400		61,150
Kenneth Woolley		20,625		—		42,400		63,025
David P. Singelyn		—		—		—		—
John Corrigan		—		—		—		—

(1)	The amounts in the “Option Awards” column reflect the grant date fair value of share options granted to our trustees pursuant to the 2012 Incentive Plan utilizing the methodology described in Note 7 to our consolidated financial statements.

(2)	The grant date fair value for share options granted in fiscal year 2012 was $4.24 per share.

(3)	During 2012, each of Messrs. Angeloff, Hart, Kropp, Swann and Woolley were awarded 10,000 share options, and at December 31, 2012, the aggregate number of outstanding unvested share options awards was 50,000.

Executive Compensation

Since our formation, including for fiscal year 2012, we did not have any employees whom we compensated directly with salaries or other cash compensation. Until the Management Internalization, our employees were provided by AH LLC through Malibu Management Inc., an affiliate of AH LLC, or MMI, and, upon completion of the Management Internalization, we entered into an employee administration agreement with MMI to obtain the exclusive services of our management and property management personnel. Under the employee administration agreement, our management and property management personnel (including our executive officers) are fully dedicated to us, and we direct MMI with respect to the terms and conditions of employment of these personnel, including making all determinations as to the elements and amount of compensation and benefits to be provided.

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Compensation Overview

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our shareholders in a way that allows us to attract and retain the best executive talent. The Compensation Committee of our board of trustees oversees executive compensation. We expect the Compensation Committee to adopt compensation policies with respect to, among other things, setting base salaries, awarding bonuses or making future grants of equity awards to our executive officers. We anticipate that our Compensation Committee will design a compensation program that rewards, among other things, favorable shareholder returns, share appreciation, our company’s competitive position within our segment of the real estate industry and each executive officer’s long-term career contributions to our company. We expect that compensation incentives designed to further these goals will take the form of annual cash compensation and equity awards, and long-term cash and equity incentives measured by performance targets to be established by our Compensation Committee. In addition, our Compensation Committee may decide to make awards to new executive officers in order to attract talented professionals to serve us. We will pay base salaries and annual bonuses and have made and expect to continue to make equity grants under the 2012 Incentive Plan to our executive officers. Our “named executive officers” during 2013 are expected to be: David P. Singelyn, our Chief Executive Officer and a trustee; John Corrigan, our Chief Operating Officer and a trustee; Peter J. Nelson, our Chief Financial Officer; David Goldberg, our Executive Vice President; Sara Vogt-Lowell, our Senior Vice President and Chief Legal Officer; and Vincent Chan, our Senior Vice President and Chief Accounting Officer. These individuals are also our named executive officers for 2012. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following completion of this offering may differ materially from the currently planned programs summarized in this discussion.

Elements of Executive Officer Compensation

The following is a summary of the elements of and amounts expected to be paid under our compensation plans for fiscal year 2013 to our executive officers. Because we were only recently formed and were previously externally managed, meaningful and historical individual compensation information is not available for prior periods.

Annual Base Salary

Base salaries will be designed to compensate our executive officers at a fixed level of compensation that serves as a retention tool throughout the executive’s career. In determining base salaries, we expect that our Compensation Committee will consider each executive officer’s role and responsibilities, unique skills, future potential with our company, salary levels for similar positions in our core markets and internal pay equity.

Annual Cash Bonus

Annual cash bonuses will be designed to incentivize our executive officers at a variable level of compensation based on the performance of both our company and such individual. In connection with our annual cash bonus program, we expect that our Compensation Committee will determine annual performance criteria that are flexible and that change with the needs of our business. Our annual cash bonus plan will be designed to reward the achievement of specific, pre-established financial and operational objectives.

Equity Awards

We will provide equity awards pursuant to our 2012 Incentive Plan. Equity awards will be designed to focus our executive officers on and reward them for their continued service and enhancing shareholder value. In determining equity awards, we anticipate that our Compensation Committee will take into account our company’s overall financial performance. The awards expected to be made under the 2012 Incentive Plan in 2013 will be granted to recognize such individuals’ efforts on our behalf in connection with this offering, and to provide a retention element to their compensation. The amounts, timing and vesting schedules for these equity awards have not been determined.

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Termination of Employment

Each of our named executive officers serves at the pleasure of our board of trustees. We have not entered into employment agreements with any of our named executive officers. Participants in our 2012 Incentive Plan, including our named executive officers, are entitled to accelerated vesting of their outstanding equity awards if (1) the awards are not assumed or continued in connection with a change in control or (2) the awards are assumed or continued and the participant’s employment is terminated without cause within two years following the consummation of the change in control, and the participant will be able to exercise the awards, if applicable, for a period of one year immediately following such termination.

Retirement Savings Opportunities

All full-time employees will be able to participate in a 401(k) Retirement Savings Plan, or 401(k) plan. We intend to provide this plan to help our employees save some amount of their cash compensation for retirement in a tax efficient manner. Under the 401(k) plan, employees will be eligible to defer a portion of their salary, and we, at our discretion, may make a matching contribution and/or a profit-sharing contribution commencing six months after they begin their employment.

Health and Welfare Benefits

We intend to provide to all full-time employees a competitive benefits package, which is expected to include health and welfare benefits, such as medical, dental, short—and long-term disability insurance, and life insurance benefits.

2013 Expected Summary Compensation Table

The following table sets forth, on an annualized basis, the annual base salary and other compensation expected to be payable to each of our named executive officers for the fiscal year ended December 31, 2013.


Name and Principal Position	Year		Salary ($)		Target Bonus ($) ⁽¹⁾		Share Awards ($) ⁽²⁾		Option Awards ($) ⁽²⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($) ⁽³⁾		Total ($)
David P. Singelyn		2013		250,000		—		—		—		—		—		250,000
Chief Executive Officer

Peter J. Nelson		2013		200,000		—		—		—		—		—		200,000
Chief Financial Officer

Sara Vogt-Lowell		2013		180,000		—		—		—		—		—		180,000
Senior Vice President and Chief Legal Officer

John Corrigan		2013		150,000		—		—		—		—		—		150,000
Chief Operating Officer

Vincent R. Chan		2013		150,000		—		—		—		—		—		150,000
Senior Vice President and Chief Accounting Officer

David Goldberg		2013		150,000		—		—		—		—		—		150,000
Executive Vice President

(1)	Bonuses are discretionary and will be awarded by our Compensation Committee based on a combination of individual and corporate performance.

(2)	There is no agreement on future equity compensation awards. Equity compensation awards may be issued at any time at the discretion and approval of our Compensation Committee.

(3)	Will consist of reimbursement for cell phone usage, 401(k) contributions and medical insurance premiums.

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Summary Compensation Table

The following table sets forth information for the fiscal year ended December 31, 2012 regarding compensation awarded to or earned by our named executive officers.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Share Awards ($)		Option Awards ($) ⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
David P. Singelyn		2012		—		—		—		106,000		—		—		106,000
Chief Executive Officer

Peter J. Nelson		2012		—		—		—		424,000		—		—		424,000
Chief Financial Officer

Sara Vogt-Lowell		2012		—		—		—		212,000		—		—		212,000
Senior Vice President and Chief Legal Officer

John Corrigan		2012		—		—		—		106,000		—		—		106,000
Chief Operating Officer

Vincent R. Chan		2012		—		—		—		127,200		—		—		127,200
Senior Vice President and Chief Accounting Officer

David Goldberg		2012		—		—		—		212,000		—		—		212,000
Executive Vice President

(1)	The amounts in the “Option Awards” column reflect the grant date fair value of share options granted to our executive officers in November 2012, which was $4.24 per share, pursuant to the 2012 Incentive Plan utilizing the methodology described in Note 7 to our consolidated financial statements.

Outstanding Equity Awards at Fiscal Year Ended December 31, 2012

The following table sets forth information for each named executive officer with respect to the outstanding unvested equity awards as of fiscal year-end 2012:


Name and Principal Position	Number of Securities Underlying Unexercised Options ⁽¹⁾ (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
David P. Singelyn		—		25,000		15.00		November 20, 2022
Chief Executive Officer

Peter J. Nelson		—		100,000		15.00		November 20, 2022
Chief Financial Officer

Sara Vogt-Lowell		—		50,000		15.00		November 20, 2022
Senior Vice President and Chief Legal Officer

John Corrigan		—		25,000		15.00		November 20, 2022
Chief Operating Officer

Vincent R. Chan		—		30,000		15.00		November 20, 2022
Senior Vice President and Chief Accounting Officer

David Goldberg		—		50,000		15.00		November 20, 2022
Executive Vice President

(1)	Option awards vest ratably over a period of four years from the date of grant (November 20, 2012). As of December 31, 2012, no portion of the options was exercisable.

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2012 Incentive Plan

Prior to completion of our initial private placement in November 2012, our board of trustees adopted and our shareholders approved the 2012 Incentive Plan pursuant to which awards may be provided to certain employees, trustees and consultants providing services to us and our affiliates. In April 2013, our board of trustees approved an amendment to the 2012 Incentive Plan allowing for an increase in the maximum number of Class A common shares available for issuance from 1.5 million to 6 million. This increase will be reversed unless at least 200 million Class A common shares are outstanding on or before December 31, 2013. We have granted an aggregate of (1) 280,000 options to purchase our Class A common shares to our executive team and (2) 50,000 options to purchase our Class A common shares to our independent trustees under the 2012 Incentive Plan that vest ratably over a period of four years from the date of grant. In addition, 5,330,000 of our Class A common shares are available for issuance in the future under the 2012 Incentive Plan.

Key Features of 2012 Incentive Plan

As described below, the terms of the 2012 Incentive Plan, though generally broad, include certain restrictions that may be significant to shareholders:

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Share option and share appreciation rights may be awarded only at an exercise price at least equal to fair market value on the grant date;

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Share options and share appreciation rights may not have a maximum term in excess of ten years;

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Following the completion of this offering, repricing of share options or share appreciation rights or cancellation of any such awards for consideration will require prior shareholder approval; and

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Reload or “evergreen” share replenishment features are not authorized.

Summary of Material Provisions of 2012 Incentive Plan

Unless the context requires otherwise, references to the “Company” in the following summary refer solely to American Homes 4 Rent and not to its subsidiaries. The material terms of the 2012 Incentive Plan are summarized below.

Purpose. The 2012 Incentive Plan is intended to (1) provide participants in the 2012 Incentive Plan with an incentive to contribute to the Company’s success and to manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability to benefit its shareholders and other important stakeholders and (2) provide a means of obtaining, rewarding and retaining key personnel.

Eligible Participants. Awards may be granted under the 2012 Incentive Plan to trustees, employees or consultants of the Company or our affiliates.

Effective Date. The Company’s board of trustees initially adopted the 2012 Incentive Plan on November 19, 2012, and our shareholders approved the 2012 Incentive Plan on November 19, 2012. In April 2013, our board of trustees approved an amendment to the 2012 Incentive Plan allowing for an increase in the maximum number of Class A common shares available for issuance from 1.5 million to 6 million. This increase will be reversed unless at least 200 million Class A common shares are outstanding on or before December 31, 2013. The Company’s board of trustees amended and restated the 2012 Incentive Plan, effective as of June 6, 2013.

Term. The 2012 Incentive Plan will terminate automatically ten years after its effective date, unless it is earlier terminated by the board of trustees.

Administration. The 2012 Incentive Plan generally is administered by the Compensation Committee.

The Compensation Committee may delegate to a designated officer the power and authority to grant awards to non-executive employees.

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The board of trustees will retain the authority under the 2012 Incentive Plan to exercise any or all of the powers and authorities related to the administration and implementation of the 2012 Incentive Plan.

Except where the authority to act on such matters is specifically reserved to the board of trustees under the 2012 Incentive Plan or applicable law, the Compensation Committee will have full power and authority to interpret and construe all provisions of the 2012 Incentive Plan, any award or any award agreement, and to make all related determinations, including the power and authority to:

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designate grantees of awards;

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determine the type or types of awards to be made to a grantee;

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determine the number of Class A common shares subject to an award;

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establish the terms and conditions of each award;

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prescribe the form of each award agreement; and

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subject to limitations in the 2012 Incentive Plan, amend, modify or supplement the terms of any outstanding award.

Amendment and Termination. The board of trustees will be authorized to amend, suspend or terminate the 2012 Incentive Plan as to any of the Company’s Class A common shares as to which awards have not been made. Any amendment to the 2012 Incentive Plan, however, will be subject to receipt of the approval of the Company’s shareholders if shareholder approval of the amendment is required by any law or regulation or to the extent determined by the board of trustees. Without the consent of the affected grantee of an outstanding award, no amendment, suspension or termination of the 2012 Incentive Plan may impair the rights or obligations under that award.

Awards. The following type of awards may be made under the 2012 Incentive Plan, subject to the limitations set forth in the plan:

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share options, which may be either incentive share options or non-qualified share options;

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restricted shares;

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restricted share units (and deferred share units);

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performance shares or other performance-based awards;

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dividend equivalent rights;

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share appreciation rights, or SARs;

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unrestricted shares;

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other equity-based awards;

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a unit of limited partnership interest in our operating partnership that is intended to constitute a “profits interest” within the meaning of the Code, or LTIP units; and

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cash incentive awards.

An incentive share option is an option that meets the requirements of Section 422 of the Code, and a non-qualified share option is an option that does not meet those requirements. Restricted shares are awards of Class A common shares that impose vesting restrictions that subject the shares to a substantial risk of forfeiture, as defined in Section 83 of the Code. Restricted share units (or deferred share units) are awards that represent a conditional right to receive Class A common shares in the future and that may be made subject to the same types of restrictions and risk of forfeiture as restricted shares. Performance-based awards are awards of options, restricted shares, restricted share units (and deferred share units), SARs, or other equity-based awards or cash

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made subject to the achievement of one or more pre-established performance goals over a performance period established by the Compensation Committee. An award of performance shares is a performance-based award representing a right or interest denominated or payable in shares, valued by reference to shares, or otherwise based on or related to shares that is made subject to the achievement of one or more pre-established performance goals over a performance period of up to ten years. Dividend equivalent rights are awards entitling the grantee to receive cash, shares, other awards under the 2012 Incentive Plan or other property equal in value to dividends or other periodic payments paid or made with respect to a specified number of shares. A SAR is a right to receive upon exercise, in the form of Class A common shares, cash or a combination of Class A common shares and cash, the excess of the fair market value of one Class A common share on the exercise date over the strike price of the SAR. Unrestricted shares are awards of Class A common shares that are free of restrictions other than those imposed under federal or state securities laws. Another equity-based award is an award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Class A common shares, other than a share option, restricted shares, restricted share units (or deferred share units), performance share award, dividend equivalent right, a SAR or unrestricted shares.

The 2012 Incentive Plan provides that each award will be evidenced by an award agreement, which may specify terms and conditions of the award that differ from the terms and conditions that would apply under the 2012 Incentive Plan in the absence of the different terms and conditions in the award agreement.

Awards under the 2012 Incentive Plan may be granted alone or in addition to, in tandem with, or in substitution or exchange for any other award under the 2012 Incentive Plan, other awards under another compensatory plan of the Company or any of its affiliates (or any business entity that has been a party to a transaction to the Company or any of the Company’s affiliates), or other rights to payment from the Company or any of its affiliates. Awards granted in addition to or in tandem with other awards may be granted either at the same time or at different times.

The Compensation Committee may permit or require the deferral of any payment pursuant to any award into a deferred compensation arrangement, which may include provisions for the payment or crediting of interest or dividend equivalent rights, in accordance with rules and procedures established by the Compensation Committee. Awards under the 2012 Incentive Plan generally will be granted for no consideration other than past services by the grantee of the award or, if provided for in the award agreement or in a separate agreement, the grantee’s promise to perform future services to the Company or one of its subsidiaries or other affiliates.

Clawback; Forfeiture . Awards granted under the 2012 Incentive Plan will be subject to mandatory repayment by the grantee to the Company to the extent the grantee of the award is, or in the future becomes, subject to any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or otherwise, or any rule that imposes mandatory recoupment.

In addition, the Compensation Committee may reserve the right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account of actions taken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement, non-competition agreement, agreement prohibiting solicitation of employees or clients of the Company or any affiliate, confidentiality obligation with respect to the Company or any affiliate, Company policy or procedure, other agreement or any other obligation of the grantee to the Company or any affiliate, to the extent specified in such award agreement. The Compensation Committee may annul an outstanding award if the grantee thereof is an employee and is terminated for “cause” as defined in the 2012 Incentive Plan or the applicable award agreement or for “cause” as defined in any other agreement between the Company or such affiliate and such grantee, as applicable.

Shares Available for Issuance. Subject to the adjustments described below, the maximum number of the Company’s Class A common shares that are available for issuance under the 2012 Incentive Plan is equal to 6 million shares, provided that the number of Class A common shares available for issuance under the 2012 Incentive Plan will be reduced to 1.5 million shares unless at least 200 million Class A common shares are outstanding on or before December 31, 2013.

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The foregoing number of shares available for issuance under the 2012 Incentive Plan will be increased by the number of shares subject to (1) awards previously granted under a compensatory plan by another business entity and assumed by the Company in connection with a merger, reorganization, separation or other transaction which involves the other business entity and to which Section 424(a) of the Code applies, and (2) awards under the 2012 Incentive Plan granted in substitution for such assumed awards. Further, subject to any applicable listing rules, shares available for issuance under a shareholder-approved plan of a business entity that is a party to one of the foregoing types of transactions (adjusted as necessary to reflect the transaction) may be used for awards under the 2012 Incentive Plan and will not reduce the number of shares otherwise available for issuance under the 2012 Incentive Plan.

Shares subject to an award granted under the 2012 Incentive Plan will be counted against the maximum number of the Company’s Class A common shares available for issuance under the plan as one share for every one common share subject to the award.

Shares subject to an award granted under the 2012 Incentive Plan will again become available for issuance under the 2012 Incentive Plan if the award terminates by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares (except as set forth below). Shares tendered or withheld or subject to an award other than an option or SAR surrendered in connection with the purchase of Class A common shares or deducted or delivered from payment of an award other than an option or SAR in connection with the Company’s tax withholding obligations will again become available for issuance under the 2012 Incentive Plan.

The number of shares available for issuance under the 2012 Incentive Plan will not be increased by the number of shares:

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tendered or withheld or subject to an award surrendered in connection with the purchase of shares upon exercise of an option;

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deducted or delivered from payment of an award of an option or SAR in connection with the Company’s tax withholding obligations; or

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purchased by the Company with proceeds from option exercises.

The 2012 Incentive Plan contains limitations on the number of shares available for issuance with respect to specified types of awards. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act and provided the Company is subject to Section 162(m) of the Code:

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the maximum number of Class A common shares subject to share options or SARs that may be granted under the 2012 Incentive Plan in a calendar year to any person eligible for an award will be 750,000 shares;

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the maximum number of Class A common shares that may be granted under the 2012 Incentive Plan, other than pursuant to share options or SARs, in a calendar year to any person eligible for an award will be 750,000 shares; and

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the maximum amount that may be paid under the 2012 Incentive Plan as a cash-settled performance-based award for a performance period of 12 months or less to any person eligible for an award will be $5 million and the maximum amount that may be paid under the 2012 Incentive Plan as a cash-settled performance award for a performance period of greater than 12 months to any person eligible for an award will be $7.5 million.

The maximum number of shares available for issuance pursuant to incentive share options granted under the 2012 Incentive Plan will be the same as the number of shares available for issuance under the 2012 Incentive Plan.

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The number and kinds of shares for which awards may be made under the 2012 Incentive Plan, including the share limits described above, will be adjusted proportionately and accordingly by the Compensation Committee if the number of the outstanding Class A common shares of the Company is increased or decreased or the Company’s Class A common shares are changed into or exchanged for a different number of shares or kind of equity shares or other securities of the Company on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of shares, exchange of shares, share dividend or other distribution payable in equity shares, or other increase or decrease in the Company’s Class A common shares effected without receipt of consideration by the Company.

Class A common shares to be issued under the 2012 Incentive Plan will be authorized and unissued shares or, to the extent permitted under applicable laws, treasury shares or issued shares that have been reacquired by the Company.

Fair Market Value Determination. If the Company’s Class A common shares are listed on the NYSE, fair market value will be determined by reference to the closing price of the Class A common shares on the applicable date as reported on the NYSE. If there is no reported closing price on such date, fair market value will be the closing price of the Class A common shares on the immediately preceding date on which any sale of shares has been reported on the NYSE.

If the Company’s Class A common shares are not listed on the NYSE but are listed on another established national or regional stock exchange or traded on another established securities market, fair market value will similarly be determined by reference to the closing price of the Class A common shares on the applicable date as reported on such stock exchange or established securities market.

If the Company’s Class A common shares are not listed on an established national or regional stock exchange or traded on another established securities market, the Compensation Committee will determine the fair market value of the Class A common shares by the reasonable application of a reasonable valuation method in a manner consistent with Section 409A of the Code.

Repricings. During any time when the Company has a class of equity securities registered under Section 12 of the Exchange Act, except in connection with a corporate transaction involving the Company (including any share dividend, distribution (whether in the form of cash, shares, other securities or other property), share split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities or similar transaction), the Company may not, without obtaining shareholder approval, (1) amend the terms of outstanding options or SARs to reduce the exercise price or strike price of such outstanding options or SARs, (2) cancel outstanding options or SARs in exchange for options or SARs with an exercise price or strike price that is less than the exercise price or strike price of the original options or SARs, (3) cancel outstanding options or SARs with an exercise price or strike price above the current share price in exchange for cash or other securities or (4) take any other action that is treated as a repricing under GAAP.

During any time when the Company does not have a class of equity securities registered under Section 12 of the Exchange Act, the Company may, with the consent of any adversely affected grantee of an award, (1) amend the terms of outstanding options or SARs to reduce the exercise price or strike price of such outstanding options or SARs, (2) cancel outstanding options or SARs in exchange for options or SARs with an exercise price or strike price that is less than the exercise price or strike price of the original options or SARs, (3) cancel outstanding options or SARs with an exercise price or strike price above the current share price in exchange for cash or other securities or (4) take any other action that is treated as a repricing under GAAP.

Share Options. An option granted under the 2012 Incentive Plan will be exercisable only to the extent that it is vested. Each option will become vested and exercisable at such times and under such conditions as the Compensation Committee may approve consistent with the terms of the 2012 Incentive Plan. No option may be

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exercisable more than ten years after the option grant date. The Compensation Committee may include in the option agreement provisions specifying the period during which an option may be exercised following termination of the grantee’s service.

The exercise price per share under each option granted under the 2012 Incentive Plan may not be less than 100%, or 110% in the case of an incentive share option granted to a Ten Percent Shareholder (as defined in the 2012 Incentive Plan), of the fair market value of the Class A common shares on the option grant date, except in the case of an option granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan by a business entity acquired or to be acquired by the Company or an affiliate or with which the Company or an affiliate has combined or will combine.

The aggregate fair market value of the Class A common shares determined on the option grant date with respect to which incentive share options are exercisable for the first time during any calendar year may not exceed $100,000.

Payment of the exercise price for shares purchased pursuant to the exercise of an option may be made cash or in cash equivalents acceptable to the Company or in such forms as are approved by the Compensation Committee. These forms may include, in the Compensation Committee’s discretion, the Company’s Class A common shares, through a broker-assisted cashless exercise or in any other form that is of consideration that is consistent with applicable law, including by withholding Class A common shares that would otherwise vest.

Awards of share options will be nontransferable, except for transfers by will or the laws of descent and distribution. The Compensation Committee may authorize a transfer in the applicable award agreement, “not for value,” of all or part of a non-qualified share option to a Family Member (as defined in the 2012 Incentive Plan) of the grantee.

Share Appreciation Rights . SARs may be granted in conjunction with all or a part of any option or other award granted under the 2012 Incentive Plan, or without regard to any option or other award. The Compensation Committee will determine at the SAR grant date or thereafter the time or times at which and the circumstances under which a SAR may be exercised in whole or in part, the time or times at which and the circumstances under which a SAR will cease to be exercisable, the method of exercise, the method of settlement, the form of consideration payable in settlement, the method by which shares will be delivered or deemed delivered to grantees, and any other terms or conditions of any SAR.

Exercisability of SARs may be subject to future service requirements, to the achievement of one or more of the performance measures described above or to such other terms and conditions as the Compensation Committee may impose.

Upon exercise of a SAR, the grantee will be entitled to receive, in the specified form of consideration, the excess of the fair market value of one Class A common share on the exercise date over the exercise price of the SAR, as determined by the Compensation Committee. The exercise price of a SAR may not be less than the fair market value of a Class A common share on the grant date.

Awards of SARs will be nontransferable, except for transfers by will or the laws of descent and distribution. The Compensation Committee may authorize a transfer in the applicable award agreement, “not for value,” of a SAR to a Family Member (as defined in the 2012 Incentive Plan) of the grantee.

Restricted Shares, Restricted Share Units and Deferred Share Units. Subject to the provisions of the 2012 Incentive Plan, the Compensation Committee will determine the terms and conditions of each award of restricted shares, restricted share units and deferred share units, including the restricted period for all or a portion of the award, the restrictions applicable to the award and the purchase price, if any, for the Class A common shares

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subject to the award. A grantee of restricted shares will have all the rights of a shareholder, including the right to vote the shares and receive dividends, except to the extent limited by the Compensation Committee. Grantees of restricted share units and deferred share units will have no voting or dividend rights or other rights associated with share ownership, although the Compensation Committee may award dividend equivalent rights on such units.

The Compensation Committee may subject dividends and dividend equivalent rights paid on time-vested awards of restricted shares, restricted share units and deferred share units to such forfeiture and repayment obligations if the underlying awards are forfeited before they vest. Grantees will not vest in dividends paid on performance-based awards of restricted shares or in dividend equivalent rights paid on performance-based awards of restricted share units or deferred share units, and will be required to forfeit and repay to the Company such dividends and dividend equivalent rights, if the performance goals for the underlying awards are not achieved or such awards otherwise do not vest.

Awards of restricted shares, restricted share units and deferred share units may vest solely by the passage of time and/or pursuant to the achievement of performance goals.

The restrictions and the restricted period may differ with respect to each grantee of an award and with respect to each award. An award will be subject to forfeiture if events specified by the Compensation Committee occur before the lapse of the restrictions.

Awards of restricted shares, restricted share units and deferred share units will be nontransferable during the restricted period or before satisfaction of any other restrictions applicable to the awards.

Dividend Equivalent Rights. The Compensation Committee will be authorized to grant rights to dividend equivalents to a participant in connection with an award under the 2012 Incentive Plan, or without regard to any other award. Dividend equivalent rights will entitle the participant to receive cash, shares, other awards under the 2012 Incentive Plan or other property equal in value to dividends paid, or other periodic payments made, with respect to a specified number of Class A common shares. Dividend equivalent rights may not be granted in connection with, or related to, an award of a share option or SAR. The terms and conditions of awards of dividend equivalent rights will be specified in the applicable award agreement.

Dividend equivalents credited to the grantee of a dividend equivalent right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares, which may thereafter accrue additional dividend equivalent rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment will be at the fair market value of the shares on the reinvestment date. Dividend equivalent rights may be settled in cash, shares, or a combination thereof, in a single installment or in multiple installments, as determined by the Compensation Committee.

A dividend equivalent right granted as a component of another award may provide that the dividend equivalent right will be settled upon exercise, settlement, or payment of, or lapse of restrictions on, the other award, and that the dividend equivalent right will expire or be forfeited or annulled under the same conditions as the other award. A dividend equivalent right granted as a component of another award also may contain terms and conditions that are different from the terms and conditions of the other award. A dividend equivalent right granted as a component of another award also may contain terms and conditions that are different from the terms and conditions of the other award, except that dividend equivalent rights credited pursuant to a dividend equivalent right granted as a component of another award that vests or is earned based upon the achievement of performance goals may not vest unless the performance goals for the underlying award are achieved and the underlying award vests.

Performance Shares and Other Performance-Based Awards. The Compensation Committee may award performance shares, cash incentives and other performance-based awards in such amounts and upon such terms as the Compensation Committee may determine. Each grant of a performance-based award will have an initial

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cash value or an actual or target number of Class A common shares that is established by the Compensation Committee at the time of grant. The Compensation Committee may set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and number of performance shares or other performance-based awards that will be paid out to a grantee. The performance goals generally will be based on one or more of the performance measures described below. The Compensation Committee will establish the performance periods for performance-based awards. Performance-based awards are payable in cash or Class A common shares, or a combination thereof, as determined by the Compensation Committee.

The 2012 Incentive Plan identifies some conditions that may warrant revision or alteration of performance goals after they are established by the Compensation Committee. Such conditions may include the following:

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asset write-downs;

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litigation or claims, judgments or settlements;

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the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results;

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any reorganization or restructuring events or programs;

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extraordinary, non-core, non-operating or non-recurring items;

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acquisitions or divestitures; and

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foreign exchange gains and losses.

Performance Measures. The 2012 Incentive Plan is designed to permit the Compensation Committee to grant awards to covered executive officers that will constitute qualified performance-based compensation, including awards that comply with the exemption for performance-based compensation under Section 162(m) of the Code for a publicly traded company if certain additional requirements are satisfied.

Section 162(m) generally provides that no federal income tax business expense deduction is allowed for annual compensation in excess of $1 million paid by a publicly traded corporation to its principal executive officer or any of the three other most highly compensated officers (excluding the principal financial officer), as determined in accordance with the applicable rules under the Exchange Act. Under the Code, however, there is no limitation on the deductibility of compensation paid to such officers, who are referred to as “covered executive officers,” that represents qualified performance-based compensation as determined under the Code. To constitute qualified performance-based compensation, the compensation paid by the company to its covered executive officers must be paid solely on account of the achievement of one or more objective performance goals established in writing by the compensation committee while the achievement of such goals is substantially uncertain. Performance goals may be based on one or more performance measures consisting of business criteria that apply to the covered executive officer, a business unit, or the company, a subsidiary or other affiliate on an individual or a consolidated basis, but need not be based on an increase or positive result under the business criteria selected. The compensation committee is prohibited from increasing the amount of compensation payable if a performance goal is met, but may reduce or eliminate compensation even if the performance goal is achieved.

The 2012 Incentive Plan authorizes the establishment of performance goals based on any one or more of the following performance measures:

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net earnings or net income;

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operating earnings or operating income;

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pre-tax earnings or after-tax earnings;

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earnings per share (basic or diluted);

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share price, including growth measures and total shareholder return;

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earnings before interest and taxes;

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earnings before or after interest, taxes, depreciation and/or amortization;

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earnings before or after interest, taxes, depreciation and/or amortization as adjusted to exclude any one or more of the following: equity-based compensation expense; income from discontinued operations; gain on cancellation of debt; debt extinguishment and related costs; restructuring, separation and/or integration charges and costs; impairment charges; gain or loss related to investments; sales and use tax settlement; gain on non-monetary transactions; or other extraordinary or special items or book value per share (which may exclude nonrecurring items);

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sales or revenue, revenue growth or rate of revenue growth, whether in general, by type of product or service, or by type of customer;

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gross or operating margins;

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return measures, including return on assets, return on invested capital, return on investment, return on equity, return on sales or return on revenue;

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cash flow (before or after dividends), including: operating cash flow; free cash flow (defined as earnings before interest, taxes, depreciation and/or amortization, as adjusted to exclude any one or more of the items that may be excluded pursuant to the performance measure of earnings before interest, taxes, depreciation and/or amortization above less capital expenditures; levered free cash flow (defined as free cash flow less interest expense); cash flow return on equity; cash flow return on investment (discounted or otherwise); cash flow in excess of cost of capital; or cash flow per share (before or after dividends);

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productivity measures, consisting of one or more objective goals based on meeting specified expense targets, market share, rental income, move-in activity, or occupancy levels;

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financial ratios as provided in credit agreements of the Company and its subsidiaries;

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working capital targets;

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FFO;

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funds available for distribution (FAD):

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intrinsic business value;

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implementation or completion of critical or strategic projects, acquisitions, divestitures or processes;

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economic value created;

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operational efficiency measures, including the ratio of earnings to fixed charges or cost targets, reductions or savings;

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strategic business criteria, consisting of one or more objective goals based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, litigation supervision and information technology objectives; and

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any combination of the foregoing performance measures.

Performance under any of the foregoing performance measures may be used to measure the performance of (1) the Company and its subsidiaries and other affiliates as a whole, (2) the Company, any subsidiary, and/or any other affiliate or any combination thereof or (3) any one or more business units of the Company, any subsidiary, and/or any other affiliate, as the Compensation Committee deems appropriate. In addition, performance under any of the performance measures may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Compensation Committee. The Compensation Committee may select performance under the performance measure of share price for comparison to performance under one or more stock market indices designated or approved by the Compensation Committee. The Compensation Committee will have the authority to provide for accelerated vesting of any performance-based award based on the achievement of performance goals pursuant to the performance measures.

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The Compensation Committee will have the discretion to adjust awards that are intended to qualify as performance-based compensation, either on a formula or discretionary basis, or on any combination thereof, as the Compensation Committee determines in a manner consistent with the requirements of Section 162(m) for deductibility.

LTIP Units. The Compensation Committee will be authorized to grant LTIP units under the 2012 Incentive Plan to a grantee only for the performance of services to or for the benefit of our operating partnership in the grantee’s capacity as a partner, or in anticipation of the grantee becoming a partner, in our operating partnership or as otherwise determined by the Compensation Committee. LTIP Units are intended to constitute “profits interests” within the meaning of the Code. LTIP units will vest at such times and will be subject to the operating partnership agreement and such additional conditions as the Compensation Committee may determine.

Other Equity-Based Awards. The Compensation Committee may grant other types of equity-based or equity-related awards in such amounts and subject to such terms and conditions as the Compensation Committee may determine. Any such awards may involve the transfer of Class A common shares to a grantee, or payment in cash or otherwise of amounts based on the value of Class A common shares. Any other equity-based awards granted by the Compensation Committee may be subject to performance goals established by the Compensation Committee based on one or more of the performance measures described above.

Effect of Corporate Transactions. The 2012 Incentive Plan contains provisions, which are described below, that provide for adjustments to the terms of some types of outstanding awards upon the occurrence of specified kinds of corporate transactions, including transactions that would be deemed to constitute a change in control of the Company within the meaning of the 2012 Incentive Plan, which we refer to as a “Change in Control.” The provisions of the 2012 Incentive Plan governing such transactions will apply unless a different treatment of the applicable award is specified in the applicable award agreement at the time of grant, in another agreement with the grantee of the award, or in another writing entered into after the time of grant with the consent of the grantee.

Change in Capitalization. The Compensation Committee will adjust the terms of outstanding awards under the 2012 Incentive Plan to preserve the proportionate interests of the grantees in such awards if the number of outstanding shares of the Company is increased or decreased or the Company’s Class A common shares are changed into or exchanged for a different number of shares of kind of equity shares or other securities of the Company on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of shares, exchange of shares, share dividend or other distribution payable in equity shares, or other increase or decrease in the Company’s Class A common shares effected without receipt of consideration by the Company. The adjustments will include proportionate adjustments to (1) the number and kind of shares subject to outstanding awards and (2) the per share exercise price of outstanding options and the per share strike price of outstanding SARs.

Reorganization not Constituting a Change in Control . If the Company is the surviving entity in any reorganization, merger or consolidation of the Company with one or more other entities that does not constitute a Change in Control, any outstanding option or SAR will pertain to the securities to which a grantee of the number of shares subject to such option or SAR would have been entitled immediately after the transaction, with a corresponding proportionate adjustment to the per share exercise price for such option and per share strike price. Further, in the event of any such transaction, performance-based awards (and the related performance measures if deemed appropriate by the Compensation Committee) will be adjusted to apply to the securities that a grantee of the number of shares subject to such performance-based awards would have been entitled to receive immediately after the transaction.

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Change in Control in which Awards are not Assumed. Except as otherwise provided in an award agreement, another agreement with the grantee, or another writing, upon the occurrence of a Change in Control in which outstanding awards of options, SARs, restricted shares, deferred share units, dividend equivalent rights or other equity-based awards are not assumed or continued, the following provisions will apply to the awards (to the extent the awards are not assumed or continued):

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Except with respect to performance-based awards, all outstanding awards of restricted shares, deferred share units and deferred equivalent rights will be deemed to have vested, and the shares subject to such deferred share units and dividend equivalent rights will be delivered immediately before the Change in Control, and either of the following two actions will be taken:

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15 days before the scheduled completion of the Change in Control, all outstanding options and SARs will become immediately exercisable and will remain exercisable for a period of 15 days, with the exercise effective upon the completion of the Change in Control; or

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the Compensation Committee may elect to cancel any outstanding awards of options, SARs, restricted shares, deferred share units and/or dividend equivalent rights and require payment or delivery to the grantee of such awards an amount in cash or securities having a value (as determined by the Compensation Committee), (1) in the case of restricted shares or deferred share units and dividend equivalent rights (for shares subject thereto), equal to the price per share paid to holders of shares pursuant to the Change in Control and (2) in the case of options or SARs, equal to the product of the number of shares subject to such options or SARs multiplied by the amount, if any, by which (a) the price per share paid to holders of shares pursuant to the Change in Control exceeds (b) the exercise price or strike price applicable to such options and SARs.

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For performance-based awards denominated in shares, (1) if less than half of the performance period has lapsed, the awards will be converted into restricted shares or performance shares assuming target performance has been achieved (or into unrestricted shares if no further restrictions apply), (2) if at least half of the performance period has lapsed, the awards will be converted into restricted shares or performance shares based on actual performance to date (or into unrestricted shares if no further restrictions apply), and (3) if actual performance is not determinable, the awards will be converted into restricted shares or performance shares assuming target performance has been achieved, based on the discretion of the Compensation Committee (or into unrestricted shares if no further restrictions apply).

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Other equity-based awards will be governed by the terms of the applicable award agreement.

Change in Control in which Awards are Assumed . Except as otherwise provided in the applicable award agreement, another agreement with the grantee, or another writing, upon the occurrence of a Change in Control in which outstanding awards of options, SARs, restricted shares, deferred share units, dividend equivalent rights or other equity-based awards are being assumed or continued, the 2012 Incentive Plan and such awards (to the extent the awards are assumed or continued) will continue in the manner and under the terms specified in any writing providing for assumption or continuation of such awards, which may specify the substitution for such awards of new common share options, share appreciation rights, restricted shares, common share units, dividend equivalent rights and other equity-based awards relating to the shares of a successor entity, or a parent or subsidiary thereof. In the event of such a substitution, appropriate adjustments will be made to the number of shares subject to the original awards (disregarding any transaction consideration that is not Class A common shares) and to exercise prices and strike prices. If an award is assumed, continued or substituted upon the consummation of a Change in Control and the employment of the grantee with the Company or an affiliate is terminated without Cause (as defined in the 2012 Incentive Plan) within two years following the consummation of the Change in Control, the award will be fully vested and may be exercised in full, if applicable, for the one-year period immediately following such termination or a longer period as determined by the Compensation Committee.

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Definition of Change in Control . The 2012 Incentive Plan generally defines a “Change in Control” to mean the first to occur of any of the following events:

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the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity;

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a consummated sale of substantially all of the assets of the Company to another person or entity;

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a consummated merger in which the Company is the surviving entity but after which the Company’s shareholders immediately prior to such merger cease to own their shares or other equity interest in the Company;

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a consummated acquisition, sale or transfer of more than 50% of the Company’s outstanding equity shares by tender offer or similar transaction; or

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any transaction that the board of trustees specifies constitutes a Change in Control, in its sole discretion.

If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred with respect to an Award if the transaction is not also a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets of” the Company, each within the meaning of Section 409A.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Advisory Management Agreement

Upon completion of our initial private placement in November 2012, we entered into an advisory management agreement with our former manager under which our former manager designed and implemented our business strategy and administered our business activities and day-to-day operations, subject to oversight by our board of trustees. Under the advisory management agreement, our former manager provided us with accounting, tax, legal and administrative services. Our former manager paid the cost of these personnel, and we paid the cost of third-party service providers, such as auditors, tax preparers and outside counsel plus an advisory management fee in an amount equal to 1.75% of our shareholders’ equity (pro forma to include any OP units or other securities convertible into our common shares if not already included). For the period from October 19, 2012 (our inception) to June 10, 2013, our former manager earned an advisory management fee of approximately $7.3 million. Our former manager was a subsidiary of AH LLC. HF Investments 2010, LLC, which is comprised of trusts established by our chairman, Mr. Hughes, for certain of his heirs, owns an approximately 88.66% membership interest in AH LLC.

Upon completion of the Management Internalization on June 10, 2013, our former manager became a wholly-owned subsidiary of our operating partnership, and the advisory management agreement was terminated.

Property Management Agreement

Upon completion of our initial private placement in November 2012, we also entered into a property management agreement with our former property manager, under which our former property manager generally oversaw and directed the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as a liaison with the tenants. Our former property manager either provided these services through its direct or indirect subsidiaries or engaged third-party property managers to provide these services. When our former property manager engaged third-party providers, it was responsible for the fees of these third-party property management companies and all cooperating broker fees. We were responsible for all direct property level expenses. We paid our former property manager a property management fee equal to 6% of collected rents and a leasing fee equal to one-half of the monthly rent for a twelve month term (prorated for the actual term of the lease) upon execution of each lease and renewal. For the period from October 19, 2012 (our inception) to June 10, 2013, our former property manager recognized total property management fees of approximately $818,000 and approximately $220,000 in leasing fees. Our former property manager was a subsidiary of AH LLC.

Upon completion of the Management Internalization on June 10, 2013, our former property manager became a wholly-owned subsidiary of our operating partnership, and the property management agreement remains in place for administrative convenience since our former property manager is licensed as a real estate broker in all states in which we own properties. This arrangement does not result in any additional fees paid by us.

Agreement on Investment Opportunities

Upon completion of our initial private offering in November 2012, we entered into an agreement on investment opportunities with AH LLC. As part of the Management Internalization, this agreement was amended and restated as described below under “—Management Internalization”.

The agreement on investment opportunities remains in effect unless and until it is terminated in accordance with its terms. We or AH LLC may terminate the agreement on investment opportunities with 60 days’ written notice in the event that the other party breaches the agreement in any material respect or is otherwise unable to perform its obligations under the agreement and the breach continues for a period of 30 days after written notice is delivered. AH LLC may also terminate the agreement if we become a regulated “investment company” under the 1940 Act, in which case the agreement will be considered to have terminated immediately prior to such event. In addition, the agreement on investment opportunities is terminable by us upon the occurrence of a change of control of AH LLC.

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AH LLC may not assign its rights and obligations under the agreement on investment opportunities (whether by merger, consolidation, operation of law or otherwise) other than to a controlled affiliate without the consent of our board of trustees, including a majority of the independent trustees.

Option Settlement

December 2012 Acquisition of Properties Owned by AH LLC

As contemplated in our initial private placement, on December 31, 2012, AH LLC made an approximately $50.0 million investment in our company and our operating partnership through the contribution to us of 367 single-family properties (substantially all of which were not yet leased to tenants) valued at approximately $49.4 million, AH LLC’s “cost,” and approximately $0.6 million in cash. For these purposes, “cost” means AH LLC’s purchase price plus renovation costs incurred through November 5, 2012, an acquisition fee of 5% (based on the purchase price plus renovation costs incurred through November 5, 2012) and all other out-of-pocket costs anticipated to have been incurred by AH LLC in connection with the contribution of the properties, including transfer costs, title insurance premiums and legal fees. At the time of this contribution, we issued 3,300,000 Class A common shares and 667 Class B common shares, and our operating partnership issued 32,667 Class A units to AH LLC in exchange for the properties at $15.00 per share or unit. We are responsible for paying all costs of renovating the properties incurred after November 5, 2012 and the acquisition fees related to such renovation costs.

Transactions Regarding the RJ Joint Ventures

AH LLC formed the RJ joint ventures with accredited investors identified by Raymond James to own and operate residential homes as rental properties. The RJ joint ventures have raised a total of approximately $45 million from high net worth individual investors and currently own an aggregate of 377 homes in 12 markets.

The RJ joint ventures target an annual cumulative non-compounded 6% preferred return plus a portion of any capital gains driven by increases in cash flow or home appreciation. After the investors have received a 6% preferred return, AH LLC receives a promoted interest ranging from 15% to 35% of all remaining distributions. If AH LLC receives less than a 6% preferred return, AH LLC will receive interest at 6% per annum on its preferred distribution shortfall prior to any distributions to investors in excess of their 6% preferred return.

RJ1

Under the terms of a contribution agreement entered into in December 2012, our operating partnership acquired AH LLC’s approximately one-third equity interest in RJ1 and 20% of its promoted interest in exchange for 653,492 3.5% convertible perpetual preferred units, at an agreed-upon price per unit of $15.00, with an aggregate liquidation preference of approximately $9.8 million. Following this acquisition, an affiliate of AH LLC made an $11 million loan to RJ1 on January 14, 2013 that bears interest at a rate of LIBOR plus 1.5%, adjusted monthly, and matures in January 2014. The loan proceeds were distributed to each of the members of RJ1 in accordance with RJ1’s limited liability company agreement. Our operating partnership received approximately $3.4 million of the loan proceeds.

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In June 2013, AH LLC transferred the remaining 80% of the promoted interest to our operating partnership and converted its 653,492 3.5% convertible perpetual preferred units into 653,492 Class A units, and our operating partnership made a $7.6 million loan to RJ1, the proceeds of which were used to repay the remaining balance on the $11 million loan from an affiliate of AH LLC.

RJ2

In June 2013, AH LLC contributed to our operating partnership all of its equity interest and 100% of its promoted interest in RJ2 at its equity interest valuation at formation of approximately $12.2 million. The consideration for the contribution consisted of 705,167 Class A units valued at a price per unit of $17.25.

Bridge Loan

In anticipation of our entry into our credit facility, in February 2013, we entered into a $250 million bridge loan with Wells Fargo. The bridge loan is guaranteed by Tamara Hughes Gustavson, the daughter of Mr. Hughes, the chairman of our board of trustees. Ms. Gustavson received no payment or other forms of compensation from us in connection with the guarantee. On March 14, 2013, we repaid the bridge loan with the proceeds from our follow-on private placement. The bridge loan expired in May 2013.

Acquisition of the AH LLC Portfolio

On February 28, 2013, pursuant to a contribution agreement with AH LLC, we acquired the AH LLC Portfolio for a maximum agreed upon value of approximately $491.7 million in exchange for approximately 31 million Series C units and approximately 634,000 Class B common shares (in the ratio of one Class B common share for each 49 Series C units), in each case based on a price per unit or share of $15.50. On the Conversion Date, the Series C units may be converted into Class A units. See “Operating Partnership and the Partnership Agreement—Series C Convertible Units” for a discussion of the terms of the Series C Units.

In addition to the properties we acquired, at the time of the acquisition, AH LLC had approximately 224 homes in escrow or subject to outstanding offers for an estimated total investment of approximately $33.5 million. AH LLC will either assign us the contracts and offers for these homes (if assignable) for no consideration or acquire these homes and immediately sell them to us for cash at its cost. In either circumstance, we will acquire these homes for cost plus a fee of 5% of the acquisition and estimated renovation costs.

Management Internalization

From our formation through June 10, 2013, we were externally managed and advised by our former manager, and the leasing, managing and advertising of our properties was overseen and directed by our former property manager. On June 10, 2013, we completed a series of transactions to implement the Management Internalization, and our operating partnership acquired our former manager and our former property manager from AH LLC in exchange for 4,375,000 Series D units and 4,375,000 Series E units.

The agreements related to the Management Internalization (as well as the other agreements described in this section) were negotiated between related parties, and their terms, including fees and amounts payable, may not be as favorable to us as if they had been negotiated with unaffiliated third parties.

Acquisition of Our Former Manager and Our Former Property Manager

Our operating partnership acquired our former manager and our former property manager in exchange for 4,375,000 Series D units and 4,375,000 Series E units. All administrative, financial, property management, marketing and leasing personnel, including executive management, became fully dedicated to us. Acquisition and renovation personnel have continued to remain employees of AH LLC or its affiliates. On September 10, 2014,

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we have the right to offer employment to all such personnel, which employment would commence on December 10, 2014, and AH LLC is obligated to cooperate in transitioning those employees who accept our offers of employment. Until such time as we have completed our hiring of such acquisition and renovation personnel as described above, AH LLC will pay us a monthly fee of $100,000 for maintenance and use of certain intellectual property transferred to us in the Management Internalization. Our Chief Operating Officer, Mr. Corrigan, remains responsible for overall acquisition and renovation activity.

Amended and Restated Agreement on Investment Opportunities

In connection with the Management Internalization, the agreement on investment opportunities was amended and restated as follows:

•

Exclusive Acquisition Vehicle . Under the original agreement, we were AH LLC’s exclusive vehicle for acquiring single-family properties, subject to certain limited exceptions. However, AH LLC was permitted to render property management and investment advisory fee services for third parties. After the Management Internalization, we now render these services, and AH LLC is precluded from doing so.

•

Acquisition Fees . We pay AH LLC a fee equal to 5% of the sum of the purchase price and initial renovation costs of each property that we acquire, and AH LLC pays all expenses related to acquisition and renovation personnel, including all internal and third-party costs related to the investigation of properties not acquired by us. Under the amended and restated agreement, upon the 18-month anniversary of the closing date of the Management Internalization, we will cease paying this fee to AH LLC, and AH LLC will cease rendering acquisition and renovation services for us. On September 10, 2014, we will have the right to offer employment that would commence on December 10, 2014, to all of AH LLC’s acquisition and renovation personnel necessary for our operations, and AH LLC is required to cooperate in transitioning any employees who choose to accept our offer. If we elect not to transition employees from AH LLC, we could engage AH LLC on mutually acceptable terms to continue to provide acquisition and renovation services. In addition, the amended and restated agreement provides that no acquisition fee was payable to AH LLC by any party in connection with the Alaska Joint Venture Acquisition.

•

The duration, termination and assignment provisions in the agreement on investment opportunities remained unchanged from the original agreement.

Registration Rights Agreement

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right to request that we cooperate with AH LLC in up to three underwritten offerings of our Class A common shares under the shelf registration statement, provided such right may not be invoked more often than once every six months (subject to suspension rights in favor of our company) and each such underwritten offering generally must yield gross proceeds to AH LLC of not less than $100 million per offering. After December 10, 2015, AH LLC has unlimited “piggyback” registration rights to include the Class A common shares and securities convertible into Class A common shares that AH LLC owns in other registration statements that we may initiate, subject to certain conditions and limitations (including cut-back rights in favor of our company). Under the registration rights agreement with AH LLC, we pay all expenses relating to registrations, and AH LLC pays all underwriting discounts and commissions relating to the sale of its Class A common shares. The registration rights agreement also contains other customary terms, including for indemnification. The registration rights agreement will terminate when AH LLC may freely sell its Class A common shares pursuant to Rule 144 under the Securities Act.

Lock-up Agreement

The Series D and Series E units that AH LLC received in the Management Internalization are subject to a lock-up until 180 days after the closing of this offering, which lock-up cannot be waived without the written consent of .

Intellectual Property

AH LLC contributed all licenses and intellectual property including, without limitation, rights to the trade name “American Homes 4 Rent” (provided that AH LLC is entitled to use such name until December 10, 2014) and all intellectual property related to the accounting systems and customized data systems necessary for the acquisition, asset management, renovation and property management functions. AH LLC pays a $100,000 per month fee to us to utilize the intellectual property and services related to its maintenance and use until the expiration of the arrangement by which AH LLC provides acquisition and renovation services.

Employee Administration Agreement

Effective upon the closing of the Management Internalization, we entered into an employee administration agreement with MMI, an affiliate of AH LLC, to obtain the exclusive services of our management and property management personnel, who were previously employees of MMI under the direction of AH LLC. Pursuant to this agreement, MMI continues to provide us with dedicated personnel to staff all general and administrative functions necessary to operate our business. The agreement obligates MMI to provide all personnel and any facilities, goods and equipment necessary to perform the services we need, including general and administrative services such as SEC reporting, Sarbanes-Oxley compliance, accounting, audit, finance, tax, benefits, compensation and human resource administration, property management, risk management, marketing, and legal. Pursuant to the agreement, we obtained the exclusive services of the employees dedicated to us for all management and other personnel dedicated to our business and are able to direct MMI to implement employment decisions with respect to the employees dedicated to us. We are required to reimburse MMI for all compensation and benefits and costs associated with the employees dedicated to us, on a pass-through basis. We do not pay any fee or any other form of compensation to MMI. MMI is owned by Tamara Hughes Gustavson, the daughter of Mr. Hughes, the chairman of our board of trustees, the B. Wayne Hughes Jr. Living Trust (who together control MMI), the Singelyn Family Trust and Mr. Goldberg. The employee administration agreement with MMI will terminate on January 1, 2014, and is not renewable, unless our independent trustees determine to renew it. By that date, if not renewed, we would implement all general and administrative functions necessary to operate our business and directly employ those employees dedicated to us who provide all management and other personnel utilized in conducting our business.

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Captive Insurance Company

Until the Management Internalization, a component of our property insurance (covering the first loss of $125,000 per property) was provided by a captive insurance company affiliated with our former manager. As part of the Management Internalization, we cancelled our insurance with the captive insurance company, which eliminated the approximately $195 per property annual premium payable to the captive insurance company and resulted in us self-insuring this component of our property insurance going forward.

Alaska Joint Venture Acquisition

Alaska Joint Venture

In July 2012, AH LLC and APFC formed the Alaska Joint Venture under the Alaska Joint Venture Agreement. APFC contributed $600 million to the Alaska Joint Venture, and AH LLC contributed an additional $150 million. AH LLC had a promoted interest in the Alaska Joint Venture in addition to owning 20% of its equity.

As of April 12, 2013, the Alaska Joint Venture owned 4,778 single-family properties for an estimated total investment of $730.4 million (excluding 43 California properties that were sold to a third party in May 2013 for approximately $11.3 million at a gain of approximately $2.2 million) and had an additional 18 properties in escrow that are expected to be acquired, subject to customary closing conditions, for an additional estimated total investment of $2.6 million. As of May 31, 2013, approximately 3,730 of the Alaska Joint Venture’s 4,778 properties were rent-ready, including approximately 3,318 that were leased.

Agreement for Alaska Joint Venture Acquisition

General

On June 11, 2013, APFC and AH LLC contributed their interests in the Alaska Joint Venture to our operating partnership, and the Alaska Joint Venture became wholly owned by our operating partnership.

Valuation of the Alaska Joint Venture

The 4,778 properties owned by the Alaska Joint Venture as of April 12, 2013 (excluding 43 California properties that were sold to a third party in May 2013) were valued by applying a capitalization rate of 5.65% to the “net cash flow” of these properties, resulting in an agreed upon valuation for these properties of approximately $904.5 million.

For these purposes, “net cash flow” is, with respect to each property, its annual (actual or estimated) gross rental income less estimated operating expenses (including property management fees, leasing fees and premiums paid to the captive insurance company). The estimated net cash flow for the properties is based solely on data and estimates provided by AH LLC in connection with the acquisition and calculated on a non-GAAP basis. The actual net cash flow from the properties may differ from the estimates based on numerous factors, including difficulties we experience in leasing the properties, greater than anticipated property operating expenses and/or capital expenditures, as well as other risks. Moreover, although the capitalization rate applied to the estimated net cash flow for purposes of the valuation formula is generally consistent with the underwriting standards we apply when analyzing potential property acquisitions, we are employing a new and untested business model, and our underwriting standards are based on limited experience.

All properties acquired by the Alaska Joint Venture between April 12 and April 30, 2013 were valued at cost (including a 5% acquisition fee). The Alaska Joint Venture has assigned to us eight properties in escrow, and such properties were acquired subject to customary closing conditions.

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Consideration Paid to APFC and AH LLC

In consideration for the 4,778 properties owned by the Alaska Joint Venture at April 12, 2013, we issued 43,609,394 Class A common shares to APFC, and our operating partnership issued 12,395,965 Class A units to AH LLC. The consideration for the Alaska Joint Venture was allocated between APFC and AH LLC as if the Alaska Joint Venture had been valued as of June 30, 2013 in accordance with the Alaska Joint Venture Agreement, except that APFC’s share of the consideration was increased by $3.0 million and AH LLC’s share was decreased by that amount.

Renovation of 4,778 Properties

All of the Alaska Joint Venture’s net monetary assets (generally, cash, including the net proceeds from the sale of the 43 California properties, an imputed amount equal to the cost of properties acquired between April 12 and April 30, 2013, receivables and deposits for properties in escrow less payables and other liabilities as of April 30, 2013) are available to fund all costs incurred in connection with the initial repair and renovation of the 4,778 properties owned by the Alaska Joint Venture at April 12, 2013 prior to initial leasing of the properties following the Alaska Joint Venture Acquisition.

At December 31, 2013, any remaining net monetary assets will be distributed to APFC and AH LLC in accordance with the terms of the Alaska Joint Venture Agreement. If the net monetary assets are insufficient to fund these renovations, AH LLC will be responsible for paying for them.

Board Seat and Management Rights

APFC has the option to designate an additional member to our board of trustees, subject to our board’s approval.

Registration Rights

In connection with the Alaska Joint Venture Acquisition, we entered into a registration rights agreement with APFC at the same time we entered into the contribution agreement. Under the terms of that agreement, we are required to file a Form S-3 registration statement once we become eligible to rely on that form for registration of securities, and we are required to attain such eligibility at the earliest practicable date. Thereafter, we will be required to maintain that registration statement in effect and to facilitate up to three underwritten offerings of our Class A common shares under the shelf registration statement (subject to suspension rights in favor of our company). Beginning 180 days after the date of this prospectus, APFC has unlimited “piggyback” registration rights to include the Class A common shares that APFC acquired through the Alaska Joint Venture Acquisition in other registration statements that we may initiate, subject to certain conditions and limitations. Under the registration rights agreement, we are required to pay all expenses relating to registrations, and APFC is required to pay all underwriting discounts and commissions relating to the sale of its Class A common shares. The registration rights agreement also contains other customary terms, including indemnification. The registration rights agreement will terminate when APFC may freely sell its Class A common shares pursuant to Rule 144 under the Securities Act.

Lock-Up Agreement

The Class A common shares that APFC received in the Alaska Joint Venture Acquisition are subject to a lock-up until 180 days after the date of this prospectus, which lock-up cannot be waived without the written consent of . See “Underwriting.”

Outside Business Interests of AH LLC

At May 31, 2013, AH LLC also owned directly 130 homes. Most of them are held for sale to third parties.

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2012 Incentive Plan

Prior to completion of our initial private placement in November 2012, our board of trustees adopted and our shareholders approved the 2012 Incentive Plan, pursuant to which awards may be provided to certain employees, trustees and consultants providing services to us and our affiliates. We have granted an aggregate of (1) 280,000 options to purchase our Class A common shares to our executive team and (2) 50,000 options to purchase our Class A common shares to our independent trustees under the 2012 Incentive Plan that vest ratably over a period of four years from the date of grant. In April 2013, our board of trustees approved an amendment to the 2012 Incentive Plan allowing for an increase in the maximum number of Class A common shares available for issuance from 1.5 million to 6 million. This increase will be reversed unless at least 200 million Class A common shares are outstanding on or before December 31, 2013. Currently, 5,330,000 of our Class A common shares are available for issuance in the future under the 2012 Incentive Plan. Our board of trustees amended and restated the 2012 Incentive Plan, effective as of June 6, 2013.

Indemnification Agreements

We have entered into indemnification agreements with each of our trustees and our executive officers that provide for indemnification and advance of expenses to the maximum extent permitted by Maryland law.

Related Party Transaction Policy

We have adopted a written policy for the review and approval of related party transactions requiring disclosure under Item 404(a) of Regulation S-K. This policy provides that either the Audit Committee of our board of trustees or our full board of trustees is responsible for reviewing and approving or disapproving all interested transactions, meaning any transaction, arrangement or relationship in which (1) the amount involved may be expected to exceed $120,000 in any fiscal year, (2) our company or one of our subsidiaries will be a participant and (3) a related person has a direct or indirect material interest. A related person is defined as an executive officer, trustee or nominee for election as trustee, or a greater than 5% beneficial owner of our Class A common shares, or an immediate family member of the foregoing. The policy may deem certain interested transactions to be pre-approved.

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INVESTMENT POLICIES AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

Our Investment Policies

The following is a discussion of our investment policies and our policies with respect to certain other activities, including financing matters and conflicts of interest. These policies may be amended or revised from time to time at the discretion of our board of trustees without shareholder approval. We cannot assure you that our investment objectives will be attained.

Investment in Real Estate and Interests in Real Estate

We conduct substantially all of our investment activities through our operating partnership and its subsidiaries. Our investment objectives are to generate attractive, risk-adjusted returns for our shareholders through dividends and capital appreciation. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our business and growth strategies, see “Our Business and Properties—Our Business and Growth Strategies.”

We pursue our investment objectives primarily through the ownership by our operating partnership of single-family rental properties. Future investment activities will not be limited to any geographic area, property type or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment activities in a manner that is consistent with the maintenance of our status as a REIT for U.S. federal income tax purposes. In addition, we may purchase or lease other income-producing properties for long-term investment or sell such properties, in whole or in part, when circumstances warrant.

We may also participate with third parties in property ownership through investment vehicles, including joint ventures, partnership arrangements or other types of co-ownership. These types of investments may permit us to own interests in larger portfolios of properties and, therefore, provide us with flexibility in structuring our portfolio. We may participate in these investment vehicles even if we have funds available for investment. We will not, however, enter into an investment vehicle that would not otherwise meet our investment policies, as established or modified by our board of trustees from time to time, including the following guidelines:

•

We intend to make an investment of at least 10% of the aggregate investment by all parties in such investment vehicle;

•

Our investment in such investment vehicles shall not be subject to any promoted interests;

•

None of our trustees, officers or employees may invest personally in such investment vehicles (other than indirectly through their respective ownership of our common shares or OP units in our operating partnership);

•

We may invest jointly in such investment vehicles with AH LLC or its affiliates if our board of trustees believes that such joint investment is the best alternative for acquiring properties at that time; and

•

Any of our investments in such investment vehicles must be approved by a majority of our independent trustees.

These guidelines do not apply to our former manager’s existing investment vehicles.

The structure and terms of the investment vehicles may vary and will depend on market conditions. We will manage the residences owned by these investment vehicles. Any of these transactions would require approval by a majority of our independent trustees.

We do not have a specific policy to acquire assets primarily for capital gain or primarily for income.

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Investments in Real Estate Mortgages

While our business and growth strategies emphasize equity investments in single-family rental properties, we may, at the discretion of our board of trustees, invest in mortgages, including NPLs, consistent with our qualification as a REIT. Investments in real estate mortgages run the risk that one or more borrowers may default under the mortgages and that the collateral securing those mortgages may not be sufficient to enable us to recoup our full investment.

Investments in Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the percentage of ownership limits and gross income and asset tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities. We do not intend to underwrite securities of other issuers.

Purchase and Sale of Investments

We expect to invest in our properties primarily for generation of current rental income and long-term capital appreciation. Although we do not currently intend to sell our properties, we may deliberately and strategically dispose of certain properties in the future and redeploy funds into new acquisitions that align with our strategic objectives.

Lending Policies

We do not expect to engage in any significant lending in the future. However, we do not have a policy limiting our ability to make loans to other persons, although our ability to do so may be limited by applicable law, such as the Sarbanes-Oxley Act of 2002. Subject to tax rules applicable to REITs, we may choose to guarantee debt of certain joint ventures with third parties. Our board of trustees may adopt a formal lending policy in the future without notice to or consent of our shareholders.

Issuance of Additional Securities

If our board of trustees determines that obtaining additional capital would be advantageous to us, we may, without shareholder approval, issue debt or equity securities, including causing our operating partnership to issue additional OP units, retain earnings (subject to the REIT distribution requirements for U.S. federal income tax purposes) or pursue a combination of these methods. As long as our operating partnership is in existence, the proceeds of all equity capital raised by us will be contributed to our operating partnership in exchange for additional OP units, which will dilute the ownership interests of any other limited partners.

We may offer our common shares, OP units, or other debt or equity securities in exchange for cash, real estate assets or other investment targets, and to repurchase or otherwise re-acquire our common shares, OP units or other debt or equity securities. We may issue preferred shares from time to time, in one or more classes or series, as authorized by our board of trustees without the need for shareholder approval. We have not adopted a specific policy governing the issuance of senior securities at this time.

Reporting Policies

We intend to make available to our shareholders audited annual financial statements and annual reports. Upon completion of this offering, we will become subject to the information reporting requirements of the Exchange Act, pursuant to which we will file periodic reports, proxy statements and other information, including audited financial statements, with the SEC.

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Investment Company Act of 1940

We intend to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the 1940 Act. Investments are also subject to our policy not to be treated as an investment company under the 1940 Act.

Our Financing Strategy

Although we do not believe we need to use leverage to execute our business strategy, we may use leverage to increase potential returns to our shareholders in the future. Our decision to use leverage will be based on our assessment of a variety of factors, including the terms of available credit and our outlook for borrowing costs relative to the unleveraged yield on our assets. Any decision as to the use of leverage and the terms of any financings will be made by our board of trustees and will not be subject to shareholder approval. While we are not restricted by our governing documents in the amount of leverage that we may use, we do not anticipate that the ratio of loan-to-value (based on the estimated value of our assets at the time of incurrence) will exceed 50% at the time of any incurrence.

As our company grows, we may seek to access financing sources other than indebtedness. These sources may include securitizations, issuances of common or preferred shares by us and issuances of OP units, including classes or series of common or preferred OP units. Based in part on the experience of our executive team at Public Storage, we believe that preferred shares may provide an attractive source of permanent capital. In addition, we will seek to participate in investment vehicles with third-party investors as an alternative source of equity to grow our business. Our executive officers have substantial experience organizing and managing investment vehicles with third-party investors, including during their time at Public Storage. There can be no assurance that we will be able to access these financing sources on favorable terms or at all.

On March 7, 2013, we entered into a $500 million senior secured revolving credit facility with Wells Fargo. On June 6, 2013, we entered into a temporary six-month increase of the credit facility to $1 billion. The amount that we may borrow under our credit facility is generally based on the borrowing base. Borrowings under our credit facility (other than borrowings under the temporary increase in our credit facility) are available for a period of two years following the closing of our credit facility, which period may be extended for an additional year, subject to the satisfaction of certain financial covenant tests. Our credit facility will mature one year after the expiration of such period. Our credit facility bears interest at 30 day LIBOR plus 2.75%. At June 21, 2013, we had $450 million of borrowings outstanding under our credit facility, all of which we expect to repay with a portion of the net proceeds of this offering. We expect to extinguish the commitments under the $500 million temporary increase in our credit facility.

Policies with Respect to Certain Transactions

We have adopted a written policy for the review and approval of related party transactions requiring disclosure under Item 404(a) of Regulation S-K. See “Certain Relationships and Related Party Transactions—Related Party Transaction Policy.”

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STRUCTURE AND FORMATION OF OUR COMPANY

Our Structure

LOGO

¹	Our trustees, our executive officers, our dedicated personnel and others have been granted options to purchase an aggregate 670,000 of our Class A common shares under the 2012 Incentive Plan.

²	Consists of 3,735,783 Class A common shares and 635,075 Class B common shares.

³	Consists of 13,787,292 Class A units, 31,085,974 Series C units, 4,375,000 Series D units and 4,375,000 Series E units.

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PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of our common shares and OP units immediately following completion of this offering by (1) AH LLC, (2) each of the executive officers named in the table appearing under the caption “Management—Our Trustees and Executive Officers,” (3) each of our trustees, (4) all of our executive officers and trustees as a group, and (5) each person known by us to be the beneficial owner of 5% or more of our common shares and OP units.

The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. The percentages disclosed in the following table reflect beneficial ownership immediately after the completion of this offering as determined in accordance with Rule 13d-3 under the Exchange Act and are based on of our common shares and OP units outstanding as of the date immediately following the completion of this offering. The percentages assume no exercise by underwriters of their option to purchase up to an additional of our Class A common shares after the date of this prospectus. Each person named in the table has sole voting and investment power with respect to all of the common shares shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Unless otherwise indicated, the address of each named person is c/o American Homes 4 Rent, 22917 Pacific Coast Highway, Suite 300, Malibu, California 90265. The following table sets forth information, as of May 31, 2013, known to us about the beneficial ownership of our common shares and our OP units prior to and immediately after this offering.


Percentage of Common Shares and OP Units Outstanding
	Immediately Prior to this Offering										Immediately After this Offering
Name of Beneficial Owner	Number of Common Shares Beneficially Owned ⁽¹⁾		Number of Common Shares and OP Units Beneficially Owned ⁽²⁾		Percentage of All Class A Common Shares ⁽¹⁾			Percentage of All Common Shares and OP Units Beneficially Owned ⁽²⁾			Number of Common Shares Beneficially Owned ⁽¹⁾⁽³⁾	Number of Common Shares and OP Units Beneficially Owned ⁽²⁾⁽³⁾	Percentage of All Class A Common Shares ⁽¹⁾⁽³⁾	Percentage of All Common Shares and OP Units Beneficially Owned ⁽²⁾⁽³⁾
Five Percent or Greater Beneficial Owners:
American Homes 4 Rent LLC ⁽⁴⁾⁽⁵⁾		3,735,783		57,994,124		2.9	%		31.6	%
Alaska Permanent Fund Corporation ⁽⁶⁾		43,609,394		43,609,394		33.7	%		23.7	%
BlueMountain Capital Management, LLC ⁽⁷⁾		7,251,767		7,251,767		5.6	%		3.9	%
Claren Road Asset Management, LLC ⁽⁸⁾		6,646,250		6,646,250		5.1	%		3.6	%
EJF Capital, LLC ⁽⁹⁾		7,197,333		7,197,333		5.6	%		3.9	%
Trustees and Executive Officers:
B. Wayne Hughes		—		—		*			*
David P. Singelyn ^(4)(10)(15)		3,755,983		58,014,324		2.9	%		31.6	%
Jack Corrigan ^(4)(11)(15)		200		200		*			*
Peter J. Nelson ⁽¹⁵⁾		13,333		13,333		*			*
David Goldberg ^(4)(12)(15)		100		100		*			*
Sara H. Vogt-Lowell ⁽¹⁵⁾		3,875		3,875		*			*
Vincent Chan ⁽¹⁵⁾		1,000		1,000		*			*
Dann V. Angeloff ^(13)(16)		21,400		21,400		*			*
Matthew J. Hart ⁽¹⁶⁾		12,500		12,500		*			*
James H. Kropp ^(14)(16)		11,000		11,000		*			*
Lynn Swann ⁽¹⁶⁾		1,000		1,000		*			*
Kenneth Woolley ⁽¹⁶⁾		34,333		34,333		*			*
All trustees and executive officers as a group (12 persons) ^(4)(15)(16)		3,854,724		58,113,065		3.0	%		31.6	%

*	Represents less than 1.0%.

(1)	Assumes 129,433,425 Class A common shares are outstanding as of the date of this prospectus and prior to Class A common shares issued in connection with the offering.

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(2)

Assumes a total of 183,691,766 common shares and OP units (which OP units may be redeemed for cash or, at our option, exchanged for our Class A common shares) outstanding as of the date of this prospectus and prior to Class A common shares issued in connection with the offering, excluding OP units held by our company. Does not reflect Class A common shares reserved for potential future issuance under our 2012 Incentive Plan.

(3)	Assumes the issuance of Class A common shares in connection with this offering.

(4)

HF Investments 2010, LLC, which is comprised of trusts established by Mr. Hughes for certain of his heirs, owns approximately 88.66% membership interest in AH LLC. The balance of the membership interest of AH LLC is owned by entities owned by family members of Mr. Singelyn (4.93% membership interest), Mr. Corrigan (4.93% membership interest), and Mr. Marvin M. Lotz (0.5% membership interest) and individually by Mr. Goldberg (1% membership interest). Mr. Singelyn is the sole manager of HF Investments 2010, LLC and AH LLC. As the sole manager of AH LLC, Mr.Singelyn has voting and dispositive power over the 57,994,124 common shares and OP units directly owned by AH LLC and may be deemed to have beneficial ownership over such securities. The address of AH LLC is 22917 Pacific Coast Highway, Suite 300, Malibu, California 90265.

(5)	AH LLC ownership interests include:

(i) 3,735,783 Class A common shares issued by us;

(ii) 635,075 Class B common shares issued by us;

(iii) 13,787,292 Class A units issued by our operating partnership;

(iv) 31,085,974 Series C units issued by our operating partnership;

(v) 4,375,000 Series D units issued by our operating partnership; and

(vi) 4,375,000 Series E units issued by our operating partnership.

See “Our Business and Properties—Our History and Capitalization” and “Certain Relationships and Related Party Transactions.”

(6)	Acting for and on behalf of the funds which APFC is designated by Alaska Statutes 37.13 to manage and invest.

(7)

The address of the principal business office BlueMountain Capital Management, LLC, a Delaware limited liability company, is 280 Park Avenue, 5th Floor East, New York, NY 10017. The collective membership of the investment committee of BlueMountain Capital Management, LLC acts as investment manager to, exercises investment discretion with respect to, and has voting and dispositive power over the Class A common shares directly owned by various entities affiliated with BlueMountain Capital Management, LLC, with respect to the Class A common shares each such entities owns. The members of the investment committee are: Andrew Feldstein, Stephen Siderow, James Staley, Bryce Markus, Peter Greatrex, Derek Smith, Alan Gerstein, Michael Liberman and David Rubenstein.

(8)

The address of Claren Road Asset Management, LLC, a Delaware limited liability company, is 900 Third Avenue, Floor 29, New York, NY 10022.Claren Road Asset Management, LLC serves as the investment manager to various entities affiliated with Claren Road Asset Management, LLC, with respect to the Class A common shares each such entity owns. Investment decisions and voting and dispositive power have been delegated to Messrs. John Eckerson, Sean Fahey, Brian Riano and Albert Marino, members of Claren Road Asset Management, LLC.

(9)

The address of EJF Capital LLC, a Delaware limited liability company, is 2107 Wilson Blvd., Suite 140, Arlington, VA 22201. Each of EJF Debt Opportunities Master Fund, L.P., EJF Debt Opportunities Master Fund II, LP and EJF Financial Services Fund, LP are the record owners of our Class A common shares.

EJF Capital LLC is the sole member and manager of each of EJF Debt Opportunities GP, LLC, EJF Debt Opportunities II GP, LLC and EJF Financial Services, GP and may be deemed to share beneficial ownership of the Class A common shares over which such entities may share beneficial ownership. Emmanuel J. Friedman is the chief executive officer and controlling member of EJF Capital LLC and has voting and dispositive power over, and may be deemed to share beneficial ownership of, the Class A common shares over which EJF Capital LLC may share beneficial ownership.

(10)

Includes 100 Class A common shares registered to and beneficially owned by Mr. Singelyn, 100 Class A common shares registered to and beneficially owned by Mr. Singelyn’s wife, 20,000 Class A common shares registered to an entity for the benefit of Mr. Singelyn and members of his family and all of the ownership interest of AH LLC and to which Mr. Singelyn has voting and dispositive power. See Notes 4 and 5 above.

(11)	Includes 100 Class A common shares registered to and held beneficially by Mr. Corrigan’s wife. Does not include any beneficial interest Mr. Corrigan may have in common shares and OP units held by AH LLC. See Notes 4 and 5 above.

(12)	Does not include any beneficial interest Mr. Goldberg may have in common shares and OP units held by AH LLC. See Notes 4 and 5 above.

(13)	Represents Class A common shares issued to entities for the benefit of Mr. Angeloff and members of his family to which Mr. Angeloff has voting and dispositive power.

(14)	Includes 10,000 Class A common shares registered to the Millennium Trust Company LLC, custodian FBO James H. Kropp IRA.

(15)

Excludes an aggregate of 280,000 options to purchase our Class A common shares granted to our executive team under the 2012 Incentive Plan upon the completion of our initial private placement that vest ratably over a period of four years from the date of grant and none of which are exercisable in the next 60 days.

(16)	Does not reflect a grant of 10,000 options to purchase Class A common shares made to each independent trustee upon completion of our initial private placement in November 2012 that vest ratably over a period of four years from the date of grant and none of which are exercisable in the next 60 days.

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SELLING SHAREHOLDERS

The following table sets forth information, as of , 2013, with respect to the selling shareholders and Class A common shares beneficially owned by the selling shareholders that the selling shareholders propose to offer pursuant to this prospectus. In accordance with SEC rules, each listed person’s beneficial ownership includes:

•

all shares the investor actually owns beneficially or of record;

•

all shares over which the investor has or shares voting or dispositive control; and

•

all shares the investor has the right to acquire within 60 days (such as upon exercise of options that are currently vested or which are scheduled to vest within 60 days or warrants that are immediately exercisable or exercisable within 60 days). The shares issuable under those options are treated as if they were outstanding for computing the percentage ownership of the person holding those options but are not treated as if they were outstanding for purposes of computing percentage ownership of any other person.

The Class A common shares offered by the selling shareholders pursuant to this prospectus were originally issued and sold by us in connection with our initial private placement in November 2012. The term selling shareholders includes the holders of our Class A common shares listed below and the beneficial owners of our Class A common shares and their transferees, pledgees, donees or other successors.

Percentage ownership calculations are based on Class A common shares outstanding as of , 2013. To our knowledge, except as indicated in the footnotes to the following table and under applicable community property laws, the persons or entities identified in the table below have sole voting and investment power with respect to all of the Class A common shares shown as beneficially owned by them.


Name of Beneficial Owner	Class A Common Shares Beneficially Owned Before the Offering		Number of Class A Common Shares to Be Sold in the Offering	Class A Common Shares Beneficially Owned After the Offering
Name of Beneficial Owner	Shares	Percentage		Shares	Percentage

Except as indicated above, the selling shareholders do not have, and have not had since our inception, any position, office or other material relationship with us or any of our affiliates. The selling shareholders identified above may have sold, transferred or otherwise disposed of all or a portion of their securities (other than the securities to be sold in this offering) since the date on which they provided the information regarding their securities, in transactions exempt from the registration requirements of the Securities Act.

Each selling shareholder has agreed with us not to directly or indirectly sell, offer to sell, grant any option or otherwise transfer or dispose of our Class A common shares not sold in this offering for 60 days after the date of this prospectus, without the prior written consent of .

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DESCRIPTION OF EQUITY SHARES

The following is a summary of the material terms of our equity shares and certain terms of our declaration of trust and bylaws.

General

We are authorized to issue 500,000,000 common shares, consisting of 450,000,000 Class A common shares of beneficial interest, $0.01 par value per share (“Class A common shares”), 50,000,000 Class B common shares of beneficial interest, $0.01 par value per share (“Class B common shares”, together with the Class A Shares, the “Common Shares”) and 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”). Except as provided below, the Class A common shares and Class B common shares have the same rights and privileges, rank equally and are otherwise identical in all respects. Our declaration of trust authorizes our board of trustees, with the approval of a majority of the entire board and without any action on the part of our shareholders, to amend our declaration of trust to increase or decrease the aggregate number of authorized shares or the number of authorized shares of any class or series without shareholder approval. Maryland law provides, and our declaration of trust provides, that none of our shareholders are personally liable for any of our obligations solely as a result of that shareholder’s status as a shareholder.

Prior to the completion of this offering, there will be Class A common shares outstanding and shareholders of record and Class B common shares outstanding and shareholders of record. Upon completion of this offering, Class A common shares will be issued and outstanding (assuming the option granted to the underwriters to purchase up to an additional Class A common shares is not exercised) and Class B common shares will be issued and outstanding.

Common Shares

Subject to the preferential rights, if any, of holders of any other class or series of shares and to the provisions of our declaration of trust regarding restrictions on ownership and transfer of our shares, holders of our common shares:

•

have the right to receive ratably any distributions from funds legally available therefor, when, as and if authorized by our board of trustees and declared by us; and

•

are entitled to share ratably in the assets of our company legally available for distribution to the holders of our common shares in the event of our liquidation, dissolution or winding up of our affairs.

There are generally no redemption, sinking fund, conversion, preemptive or appraisal rights with respect to our common shares.

Under Title 8, a Maryland REIT generally cannot amend its declaration of trust or merge with another entity unless declared advisable by a majority of the board of trustees and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter, is set forth in the REIT’s declaration of trust. Our declaration of trust provides that such actions (other than certain amendments to the provisions of our declaration of trust related to the removal of trustees, the restrictions on ownership and transfer of our shares and termination of the trust) may be taken if declared advisable by a majority of our board of trustees and approved by the vote of shareholders holding a majority of the votes entitled to be cast on the matter.

Subject to the provisions of our declaration of trust regarding the restrictions on ownership and transfer of our shares and except as may otherwise be specified in our declaration of trust, each outstanding Class A common share entitles the holder to one vote, and each outstanding Class B common share entitles the holder to 50 votes, on all matters on which the shareholders of Class A shares are entitled to vote, including the election of trustees, and, except as provided with respect to any other class or series of shares, the holders of Class A shares

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and Class B common shares will vote together as a single class and will possess the exclusive voting power. Notwithstanding the foregoing, holders of Class B Shares are not entitled to vote on any matter requiring Partnership Approval, including as described in “Operating Partnership and Partnership Agreement—Partnership Approval for Transfers, Mergers, Sales of Assets.” In addition, in no event may holders of shares beneficially owned by Mr. Hughes or HF Investments 2010, LLC, as determined in accordance with Rule 13d-3 under the Exchange Act, vote more than 30% of the total votes entitled to be cast on any particular matter nor more than 18% of the total votes of the Class A common shares. There is no cumulative voting in the election of our trustees, which means that the shareholders entitled to cast a majority of the votes of the outstanding common shares can elect all of the trustees then standing for election, and the holders of the remaining shares will not be able to elect any trustees. Trustees are elected by a plurality of all the votes cast in the election of trustees. Under a plurality voting standard, trustees who receive the greatest number of votes cast in their favor are elected to the board of trustees.

Power to Reclassify and Issue Shares

Our board of trustees may classify any unissued preferred shares, and reclassify any unissued common shares or any previously classified but unissued preferred shares into other classes or series of shares, including one or more classes or series of shares that have priority over our common shares with respect to voting rights or distributions or upon liquidation, and authorize us to issue the newly classified shares. Prior to the issuance of shares of each class or series, our board of trustees is required by Title 8 and our declaration of trust to set, subject to the provisions of our declaration of trust regarding the restrictions on ownership and transfer of our shares, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each such class or series. These actions can be taken without shareholder approval, unless shareholder approval is required by applicable law, the terms of any other class or series of our shares or the rules of any stock exchange or automated quotation system on which our shares may be then listed or quoted.

Conversion of Class B Common Shares

Certain holders of Class B common shares will own the OP units in our operating partnership. In the event a holder of Class B common shares transfers its OP units to a transferee, other than a “qualified transferee”, which includes family members and affiliates of or other entities controlled by such holder, then one Class B common share held by such holder automatically converts into one Class A common share for every 49 OP units transferred by the holder. If the holder of Class B common shares transfers any OP units to a qualified trustee, and then such qualified trustee in turn transfers the same OP units to another qualified trustee of the original transferor, then one Class B common share held by the first qualified transferee will automatically convert into one Class A common share for every 49 OP units transferred by the first qualified transferee, In such case, if the first qualified transferee does not own a sufficient number of Class B common shares, then the initial transferor will be responsible for the deficiency in Class B common shares, and a number of Class A common shares equal to such deficiency held by the initial transferor (or, if the initial transferor does now own sufficient Class B common shares, then one or more other qualified transferees of such initial transferor) will automatically convert into one Class A common share for every 49 OP units. Notwithstanding the foregoing, any Class B common shares transferred to a transferee other than a qualified transferee will automatically convert into an equal number of Class A common shares.

Power to Increase or Decrease Authorized Shares and Issue Additional Shares of Our Common and Preferred Shares

Our declaration of trust authorizes our board of trustees, with the approval of a majority of the entire board, to amend our declaration of trust to increase or decrease the aggregate number of authorized shares or the number of authorized shares of any class or series without shareholder approval. We believe that the power of our board of trustees to increase or decrease the number of authorized shares and to classify or reclassify unissued common

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shares or preferred shares and thereafter to cause us to issue such shares will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. The additional classes or series, as well as the additional shares, will be available for issuance without further action by our shareholders, unless such action is required by applicable law, the terms of any other class or series of shares or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of trustees does not intend to do so, it could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for our shareholders or otherwise be in their best interests.

Restrictions on Ownership and Transfer

In order to qualify as a REIT under the Code, our shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year.

Due to limitations on the concentration of ownership of REIT shares imposed by the Code, subject to certain exceptions, our declaration of trust provides that:

•

no person may beneficially own more than 8.0% ( in value or in number of shares, whichever is more restrictive) of the outstanding common shares, other than an “excepted holder” and a “designated investment entity;”

•

no “excepted holder,” which refers to certain members of the Hughes family, certain trusts established for the benefit of members of the Hughes family, certain related entities, as well as persons whose ownership of shares would cause members of the Hughes family to be deemed to own shares pursuant to application attribution rules under the Code, may own directly or indirectly common shares if, under the applicable tax attribution rules of the Code, (i) any single excepted holder who is treated as an individual would beneficially own more than 17.9% (in value or number, whichever is more restrictive) of any class or series of the outstanding common shares; (ii) any two excepted holders treated as individuals would beneficially own more than 25.9% (in value or number, whichever is more restrictive) of any class or series of the outstanding common shares; (iii) any three excepted holders treated as individuals would beneficially own more than 33.9% (in value or number, whichever is more restrictive) of any class or series of the outstanding common shares; (iv) any four excepted holders treated as individuals would beneficially own more than 41.9% (in value or number, whichever is more restrictive) of any class or series of the outstanding common shares; or (v) any five excepted holders treated as individuals would beneficially own more than 49.9% (in value or number, whichever is more restrictive) of any class or series of the outstanding common shares;

•

no “designated investment entity,” which refers to certain pension trusts, regulated investment companies and qualified investment managers may own no more than 9.9% (in value or in number of shares, whichever is more restrictive) of the outstanding common shares; and

•

no person may beneficially own more than 9.9% (in value or in number of shares, whichever is more restrictive) of any class or series of outstanding preferred shares.

Our declaration of trust defines a “designated investment entity” as:

•

an entity that is a pension trust that qualifies for look-through treatment under Section 856(h) of the Code;

•

an entity that qualifies as a regulated investment company under Section 851 of the Code; or

•

an entity (referred to in our declaration of trust as a “qualified investment manager”) that (i) for compensation engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing or selling securities; (ii) purchases securities in the ordinary

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course of its business and not with the purpose or effect of changing or influencing control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) of the Securities Exchange Act of 1934, as amended; and (iii) has or shares voting power and investment power under the Securities Exchange Act of 1934, as amended; so long as each beneficial owner of such entity, or in the case of a qualified investment manager holding shares solely for the benefit of its customers, each such customer, would satisfy the ownership limit described above, if such beneficial owner owned directly its proportionate share of the common shares that are held by such designated investment entity.

Our declaration of trust also prohibits any person from, among other matters:

•

beneficially owning equity shares if such ownership would result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a year) effective upon the completion of this offering;

•

transferring equity shares if such transfer would result in our equity shares being owned by less than 100 persons, effective beginning on the date on which we first have 100 shareholders; and

•

beneficially owning equity shares if such beneficial ownership would otherwise cause us to fail to qualify as a REIT under the Code.

To attempt to prevent our assets from being treated as “plan assets” under ERISA, our declaration of trust limits equity participation in any class of our equity shares by Benefit Plan Investors to less than 25% in the aggregate, disregarding for such purposes any shares held by Controlling Persons. Our declaration of trust also contains other restrictions, including a restriction on the transfer or assignment of any interest in our common shares to any Covered Plans or Controlling Person. This restriction and the 25% limitation on ownership by Benefit Plan Investors will lapse if and when our common shares become a “publicly-offered security” or another exception applies for purposes of the DOL Plan Asset Regulations. In addition, our declaration of trust contains various other restrictions on the ownership and transfer of our equity shares.

Our board of trustees may exempt a person from the 8.0% common share ownership limit, the 9.9% preferred share ownership limit, or the 9.9% designated investment entity limit, if such Person submits to the board of trustees information satisfactory to the board of trustees, in its sole and absolute discretion:

•

demonstrating that such person is not an individual for purposes of Section 542(a)(2) of the Code (determined taking into account Section 856(h)(3)(A) of the Code);

•

relevant to demonstrating that no person who is an individual for purposes of Section 542(a)(2) of the Code (determined taking into account Section 856(h)(3)(A) of the Code) would be considered to beneficially own equity shares in excess of the common share ownership limit, the preferred share ownership limit, the excepted holder limit, or the designated investment entity limit, as applicable, by reason of such person’s ownership of equity shares in excess of the common share ownership limit, the preferred share ownership limit, or the designated investment entity limit, as the case may be, pursuant to an exemption granted under the declaration of trust; and

•

relevant to demonstrating that such person’s ownership of equity shares in excess of the common share ownership limit, the preferred share ownership limit, or the designated investment entity limit pursuant to an exemption granted under the declaration of trust will not cause any assets of the Trust to be deemed “plan assets” (within the meaning of the “Plan Asset Regulations”) in the case of certain exemptions granted under the declaration of trust.

Prior to granting an exemption, our board of trustees, in its sole and absolute discretion, may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to our board of trustees, in its sole and absolute discretion as it may deem necessary or advisable in order to (i) determine or ensure the our status as a REIT, or (ii) in the case of an exception from the limits with respect to Benefit Plan Investors,

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determine that we will not fail to qualify for the “insignificant participation exception” or another applicable exception to avoid having the assets of the Trust be deemed “plan assets” (within the meaning of the “Plan Asset Regulations”). Notwithstanding the receipt of any ruling or opinion, our board of trustees may impose such conditions or restrictions as it deems appropriate in connection with granting such exception; provided, however, that our board of trustees will not be obligated to require obtaining a favorable ruling or opinion in order to grant an exemption hereunder.

Our declaration of trust also provides that any ownership or purported transfer of our shares (whether or not such transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) in violation of the foregoing restrictions will result in the shares owned or transferred in such violation being automatically transferred to one or more charitable trusts for the benefit of a charitable beneficiary and the purported owner or transferee acquiring no rights in such shares, except that any transfer that results in the violation of the restriction relating to our equity shares being beneficially owned by fewer than 100 persons will be void ab initio . In either case, the proposed transferee will not acquire any rights in those shares. The automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the purported transfer or other event that results in the transfer to the trust. Shares held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares held in the trust, will have no rights to dividends or other distributions and will have no rights to vote or other rights attributable to the shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiary. Any dividend or other distribution paid prior to our discovery that shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or other distribution paid to the trustee will be held in trust for the charitable beneficiary. Subject to Maryland law, the trustee will have the authority (i) to rescind as void any vote cast by the proposed transferee prior to our discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

Within 20 days of receiving notice from us that our shares have been transferred to the trust, the trustee will sell the shares to a person, designated by the trustee, whose ownership of the shares will not violate the above ownership and transfer limitations. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and to the charitable beneficiary as follows. The proposed transferee will receive the lesser of (i) the price paid by the proposed transferee for the shares or, if the proposed transferee did not give value for the shares in connection with the event causing the shares to be held in the trust (e.g., a gift, devise or other similar transaction), the market price (as defined in our declaration of trust) of the shares on the day of the event causing the shares to be held in the trust and (ii) the price per share received by the trustee (net of any commission and other expenses of sale) from the sale or other disposition of the shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends and other distributions that have been paid to the proposed transferee and are owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount payable to the proposed transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that our shares have been transferred to the trust, the shares are sold by the proposed transferee, then (i) the shares shall be deemed to have been sold on behalf of the trust and (ii) to the extent that the proposed transferee received an amount for the shares that exceeds the amount he or she was entitled to receive, the excess shall be paid to the trustee upon demand.

In addition, shares held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust (or, in the case of a devise or gift, the market price at the time of the devise or gift) and (ii) the market price on the date we, or our designee, accept the offer, which we may reduce by the amount of dividends and distributions that

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have been paid to the proposed transferee and are owed by the proposed transferee to the trustee. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee.

If a transfer to a charitable trust, as described above, would be ineffective for any reason to prevent a violation of the restriction, the transfer that would have resulted in such violation will be void ab initio , and the proposed transferee shall acquire no rights in those shares.

Any certificate representing our equity shares, and any notices delivered in lieu of certificates with respect to the issuance or transfer of uncertificated shares, will bear a legend referring to the restrictions described above. We do not expect to issue certificates representing our equity shares.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of our equity shares that will or may violate any of the foregoing restrictions on ownership and transfer, or any person who would have owned our equity shares that resulted in a transfer of shares to a charitable trust, is required to give written notice immediately to us, or in the case of a proposed or attempted transaction, to give at least 15 days’ prior written notice, and provide us with such other information as we may request in order to determine the effect of the transfer on our status as a REIT. The foregoing restrictions on ownership and transfer will not apply if our board of trustees determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

Every owner of more than 5% (or any lower percentage as required by the Code or the regulations promulgated thereunder) in number or value of the outstanding equity shares, within 30 days after the end of each taxable year, is required to give us written notice, stating his or her name and address, the number of shares of each class and series of our equity shares that he or she beneficially owns and a description of the manner in which the shares are held. Each of these owners must provide us with additional information that we may request in order to determine the effect, if any, of his or her beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, each shareholder will upon demand be required to provide us with information that we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine our compliance.

These ownership limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for our common shares or otherwise be in the best interest of our shareholders.

Transfer Agent and Registrar

We have retained American Stock Transfer & Trust Company, LLC as the transfer agent and registrar for our common shares.

Registration Rights

The purchasers of Class A common shares in our initial private placement and our follow-on private placement are entitled to the benefits of registration rights agreements between us and the initial purchaser and placement agent in those offerings, acting for itself and for the benefit of the investors in those offerings, the forms of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Under the registration rights agreements, we agreed, at our expense, to use our commercially reasonable efforts to file with the SEC as soon as reasonably practicable but in no event later than November 21, 2013 (unless otherwise extended upon approval by our board of trustees, in which case we may defer such filing until not later than May 20, 2014) a shelf registration statement registering for resale the registrable shares (as defined in the registration rights agreements) plus any additional Class A common shares issued in respect thereof whether by share dividend, share distribution, share split, or otherwise. We refer to this registration statement as

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the “resale shelf registration statement.” We are obligated to use our commercially reasonable efforts to cause the resale shelf registration statement to be declared effective by the SEC as soon as practicable after the filing of the resale shelf registration statement, and in any event, subject to certain exceptions, no later than 180 days after the initial filing of the resale shelf registration statement.

If, by November 22, 2013 (unless the initial filing of the shelf registration statement is otherwise extended upon approval by our board of trustees, in which case, by May 21, 2014), we have not filed the resale shelf registration statement, other than as a result of the SEC being unable to accept such filings, then the registration rights agreements provide that our former manager will be penalized in an amount equal to the elimination of 50% of the management fee. In connection with the Management Internalization, our operating partnership acquired our former manager. Therefore, our former manager no longer receives a management fee, and this penalty is no longer payable.

In addition, if, prior to May 21, 2014 (unless the initial filing of the shelf registration statement is otherwise extended upon approval by our board of trustees, in which case, by November 17, 2014), either (1) a shelf registration statement for the resale of the registrable shares has not been declared effective by the SEC or (2) our Class A common shares have not been listed for trading on a national securities exchange, then the registration rights agreements and our bylaws require that we hold a special meeting of our shareholders for the purpose of considering and voting on the removal of our trustees then in office and electing the successors of any trustees so removed, unless the holders of at least 75% of the outstanding Class A common shares entitled to vote thereon (other than shares held by our executive officers) consent to a waiver or deferral of the requirement that we hold the special meeting.

All holders of the Class A common shares sold in our initial private offering in November 2012 and each of their respective direct and indirect transferees may elect to participate in this offering as selling shareholders, subject to:

•

execution of a customary underwriting agreement; completion and execution of any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting agreement; and provision to us of such information as we may reasonably request in writing for inclusion in the registration statement;

•

compliance with the registration rights agreement in connection with our initial private placement; and

•

other conditions and limitations that may be imposed by the underwriters.

The holders of the Class A common shares sold in our follow-on private placement in March 2013 and each of their respective direct and indirect transferees do not have the right to elect to participate in this offering as selling shareholders.

We will agree to indemnify each selling shareholder for certain violations of federal or state securities laws in connection with any registration statement in which such selling shareholder sells our Class A common shares pursuant to these registration rights.

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convertible into Class A common shares that are held by AH LLC. In addition, AH LLC has the right to request that we cooperate with AH LLC in up to three underwritten offerings of our Class A common shares under the shelf registration statement, provided such right may not be invoked more often than once every six months (subject to suspension rights in favor of our company) and each such underwritten offering generally must yield gross proceeds to AH LLC of not less than $100 million per offering. After December 10, 2015, AH LLC has unlimited “piggyback” registration rights to include the Class A common shares and securities convertible into Class A common shares that AH LLC owns in other registration statements that we may initiate, subject to certain conditions and limitations (including cut-back rights in favor of our company). Under the registration rights agreement, we pay all expenses relating to registrations, and AH LLC pays all underwriting discounts and commissions relating to the sale of its Class A common shares. The registration rights agreement contains other customary terms, including for indemnification. The registration rights agreement will terminate when AH LLC may freely sell its Class A common shares pursuant to Rule 144 under the Securities Act.

In connection with the Alaska Joint Venture Acquisition, we entered into a registration rights agreement with APFC. Under the terms of such agreement, after we become eligible to file a shelf registration statement, APFC has a right to request that we file and maintain a shelf registration statement with the SEC to register for resale the Class A common shares acquired by APFC in connection with the Alaska Joint Venture Acquisition and the right to request that we cooperate with APFC in up to three underwritten offerings of our Class A common shares under the shelf registration statement. Beginning 180 days after the date of this prospectus, APFC has unlimited “piggyback” registration rights to include the Class A common shares that APFC acquired through the Alaska Joint Venture Acquisition in other registration statements that we may initiate, subject to certain conditions and limitations.

The preceding summary of certain provisions of the registration rights agreements is not intended to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of the registration rights agreements, the forms of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Upon the completion of this offering, we will have Class A common shares outstanding (assuming the option to purchase up to an additional Class A common shares granted to the underwriters is not exercised). Of these shares, the shares sold in this offering ( shares if the underwriters exercise their option to purchase additional shares in full) will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Any Class A common shares received upon exchange of common units will be “restricted shares” as defined in Rule 144. See “—Rule 144” below.

Our Class A common shares are newly issued securities for which there is no established public trading market. No assurance can be given as to (1) the likelihood that an active market for our Class A common shares will develop, (2) the liquidity of any such market, (3) the ability of the holders of common shares to sell their common shares or (4) the prices that holders of common shares may obtain for any of their common shares. No prediction can be made as to the effect, if any, that future sales of common shares or the availability of common shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of common shares, or the perception that such sales could occur, may affect adversely prevailing market prices of our common shares. See “Risk Factors—Risks Related to This Offering and Ownership of Our Class A Common Shares.”

Rule 144

Our Class A common shares that are “restricted” securities under the meaning of Rule 144 under the Securities Act may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

In general, under Rule 144 under the Securities Act, a person (or persons whose Class A common shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those common shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those common shares without regard to the other provisions of Rule 144.

A person (or persons whose Class A common shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding Class A common shares or the average weekly trading volume of our Class A common shares during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us (which requires that we are current in our periodic reports under the Exchange Act).

2012 Incentive Plan

Prior to the completion of our initial private placement in November 2012, we adopted the 2012 Incentive Plan. As of the date of this prospectus, we have granted an aggregate of 670,000 options to purchase our Class A common shares to members of our board of trustees and our executive team, employees and other service providers under the 2012 Incentive Plan, and 5,330,000 Class A common shares remain available for future issuance under the 2012 Incentive Plan. In April 2013, our board of trustees approved an amendment to the 2012

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Incentive Plan allowing for an increase in the maximum number of Class A common shares available for issuance from 1.5 million to 6 million. This increase will be reversed unless at least 200 million Class A common shares are outstanding on or before December 31, 2013. The foregoing number of our Class A common shares available for issuance under the 2012 Incentive Plan will be increased by the number of shares subject to (1) awards previously granted under a compensatory plan by another business entity and assumed by the Company in connection with a merger, reorganization, separation or other transaction which involves the other business entity and to which section 424(a) of the Code applies, and (2) awards under the 2012 Incentive Plan granted in substitution for such assumed awards. Further, subject to any applicable listing rules, shares available for issuance under a shareholder-approved plan of a business entity that is a party to one of the foregoing types of transactions (adjusted as necessary to reflect the transaction) may be used for awards under the 2012 Incentive Plan and will not reduce the number of shares otherwise available for issuance under the 2012 Incentive Plan. Our board of trustees amended and restated the 2012 Incentive Plan, effective as of June 6, 2013.

Operating Partnership Units

As of the date of this prospectus and after giving effect to the transactions regarding the RJ joint ventures, the Management Internalization and the Alaska Joint Venture Acquisition, an aggregate of 183,691,766 OP units, including 143,855,792 Class A units (including 130,068,500 Class A units held by our company), are outstanding. In connection with our acquisition of the AH LLC Portfolio, our operating partnership issued 31,085,974 Series C units to AH LLC.

In general, beginning 12 months after the date of issuance, OP units are redeemable by limited partners of our operating partnership (other than us) for cash or, at our election, our Class A common shares on a one-for-one basis. For more information, see “Operating Partnership and the Partnership Agreement—Redemption Rights.”

Under the terms of the acquisition of the AH LLC Portfolio, our operating partnership issued 31,085,974 Series C units to AH LLC. At any time, at the option of the holders, the Series C units may be converted into Class A units. If holders of the Series C units have not exercised their right to convert the Series C units into Class A units by the earlier of (i) the third anniversary of the date of original issuance of the Series C units or (ii) the date of commencement of the dissolution, liquidation or winding up of our operating partnership, then the Series C units will automatically convert into Class A units. Our operating partnership also issued 634,408 Class A units to us in consideration for that portion of the contributed assets as to which we are issuing Class B common shares.

In connection with the Management Internalization, our operating partnership issued 4,375,000 Series D units and 4,375,000 Series E units, each series of which may be converted into Class A units under certain circumstances. For more information, see “Operating Partnership and the Partnership Agreement—Series D Convertible Units and Series E Convertible Units.”

Registration Rights

OP Unitholders

We have granted registration rights to those persons who have received or will receive Class A common shares issuable upon redemption of OP units. See “Operating Partnership and the Partnership Agreement—Registration Rights.”

AH LLC

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file and maintain a shelf registration statement to register for resale the Class A common shares and securities convertible into Class A common shares that are held by AH LLC. In addition, AH LLC has the right to request that we cooperate with AH LLC in up to three underwritten offerings of our Class A common shares under the shelf registration statement, provided such right may not be invoked more often than once every six months (subject to suspension rights in favor of our company) and each such underwritten offering generally must yield gross proceeds to AH LLC of not less than $100 million per offering. AH LLC has unlimited “piggyback” registration rights to include the Class A common shares and securities convertible into Class A common shares that AH LLC owns in other registration statements that we may initiate, subject to certain conditions and limitations (including cut-back rights in favor of our company). Under the registration rights agreement, we will pay all expenses relating to registrations, and AH LLC will pay all underwriting discounts and commissions relating to the sale of its Class A common shares. The registration rights agreement also contains other customary terms, including for indemnification. The registration rights agreement will terminate when AH LLC may freely sell its Class A common shares pursuant to Rule 144 under the Securities Act.

APFC

Initial Private Placement

In our initial private placement in November 2012, we issued and sold 35,360,898 of our Class A common shares to the 2012 Investors and entered into a registration rights agreement under which the 2012 Investors are beneficiaries. Pursuant to the registration rights agreement, the 2012 Investors have a right to participate in this offering, subject to certain conditions, and holders of Class A common shares have exercised their rights to sell in this offering. In addition, under this registration rights agreement, we have agreed to use our commercially reasonable efforts to file a resale registration statement covering the Class A common shares sold to the 2012 Investors by November 21, 2013 (unless otherwise extended upon approval by our board of trustees, in which case we may defer such filing until not later than May 20, 2014).

Follow-on Private Placement

In our follow-on private placement in March 2013, we issued and sold 46,718,750 of our Class A common shares to the 2013 Investors and entered into a registration rights agreement under which the 2013 Investors are beneficiaries.

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Pursuant to the registration rights agreement, we have agreed to use our commercially reasonable efforts to file a resale registration statement covering the Class A common shares sold to the 2013 Investors by November 21, 2013 (unless otherwise extended upon approval by our board of trustees, in which case we may defer such filing until not later than May 20, 2014).

The 2013 Investors do not have a right to participate in this offering.

Lock-Up Periods

For a description of certain lock-up periods, see “Underwriting.”

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OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT

The following summary of the terms of the agreement of limited partnership of our operating partnership does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement of Limited Partnership of American Homes 4 Rent, L.P. See “Where You Can Find More Information.”

General

American Homes 4 Rent, L.P., our operating partnership, was formed on October 22, 2012 to acquire, own and operate our assets. We conduct substantially all of our business through our operating partnership and its subsidiaries, and we are liable for its obligations.

Our operating partnership is structured to make distributions with respect to OP units that are equivalent to the distributions made to our common shareholders. The partnership agreement permits limited partners in our operating partnership to redeem their OP units for cash or, at our election, our common shares on a one-for-one basis (in a taxable transaction) beginning one year after the date of issuance, which enables limited partners, if our shares are then listed, to achieve liquidity for their investment.

We are the sole general partner of our operating partnership, and, upon completion of this offering, we will own approximately % of the OP units in our operating partnership. Except as otherwise expressly provided in the partnership agreement, included as described below under “—Partnership Approval for Transfers, Mergers, Sales of Assets,” we, as the sole general partner, have the exclusive power to manage and conduct the business of our operating partnership. The limited partners of our operating partnership have no authority in their capacity as limited partners to transact business for, or participate in the management activities or decisions of, our operating partnership except as required by applicable law. Consequently, we, as general partner, have full power and authority to do all things we deem necessary or desirable to conduct the business of our operating partnership, as described below. The limited partners have no power to remove us as general partner.

Capital Contributions

We will transfer substantially all of the net proceeds of this offering to our operating partnership as a capital contribution in the amount of the gross offering proceeds received from investors, and we will receive a number of OP units equal to the number of common shares issued to investors. Our operating partnership will be deemed to have simultaneously paid the selling commissions and other costs associated with this offering. If our operating partnership requires additional funds at any time in excess of capital contributions made by us or from borrowing, we may borrow funds from a financial institution or other lender and lend such funds to our operating partnership on the same terms and conditions as are applicable to our borrowing of such funds. In addition, we are authorized to cause our operating partnership to issue OP units for less than fair market value if we conclude in good faith that such issuance is in the best interest of our operating partnership and our shareholders.

Operations

The partnership agreement requires that our operating partnership be operated in a manner that will enable us to (1) satisfy the requirements for classification as a REIT for U.S. federal income tax purposes, (2) avoid any U.S. federal income or excise tax liability and (3) ensure that our operating partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code, which classification could result in our operating partnership being taxed as a corporation, rather than as a partnership.

Distributions

The partnership agreement requires that our operating partnership distribute available cash to its partners on at least a quarterly basis in accordance with their relative percentage interests or specified preferences, if any. Available cash is all cash revenues and funds received plus any reduction in reserves and minus interest and

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principal payments on debt, all cash expenditures (including capital expenditures) made by our operating partnership during such period, investments in any entity, any additions to reserves and other adjustments, as determined by us in our sole and absolute discretion. Distributions will be made in a manner such that a holder of one OP unit will receive the same amount of distributions from our operating partnership as the amount paid by us to a holder of one common share.

Unless we otherwise specifically agree in the partnership agreement or in an agreement entered into at the time a new class or series is created, no OP unit will be entitled to a distribution in preference to any other OP unit. A partner will not in any event receive a distribution of available cash with respect to an OP unit for a quarter or shorter period if the partner is entitled to receive a distribution out of that same available cash with respect to a share of our company for which that OP unit has been exchanged or redeemed.

Upon the liquidation of our operating partnership, after payment of debts and obligations, any remaining assets of our operating partnership will be distributed to the holders of the OP units that are entitled to any preference in distribution upon liquidation in accordance with the rights of any such class or series, and the balance, if any, will be distributed to the partners in accordance with their capital accounts, after giving effect to all contributions, distributions and allocations for all periods.

Allocations of Net Income and Net Loss

Net income and net loss of our operating partnership are determined and allocated with respect to each fiscal year of our operating partnership. Except as otherwise provided in the partnership agreement, an allocation of a share of net income or net loss is treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing net income or net loss. Except as otherwise provided in the partnership agreement, net income and net loss are allocated to the general partner and the other holders of the OP units in accordance with their respective percentage interests in the OP units at the end of each fiscal year. Upon the occurrence of certain specific events or a later issuance of additional LTIP units, our operating partnership will revalue its assets and any net increase in valuation will be allocated first to holders of LTIP units, if any, to equalize the capital accounts of such holders with the capital accounts of OP unit holders. The partnership agreement contains provisions for special allocations intended to comply with certain regulatory requirements, including the requirements of Treasury Regulations Sections 1.704-1(b), 1.704-2 and 1.752-3(a). See “Material U.S. Federal Income Tax Considerations.”

LTIP Units

We may at any time cause our operating partnership to issue LTIP units to members of our senior management. These LTIP units will vest on such terms as determined by our Compensation Committee. In general, LTIP units are a special class of OP units in our operating partnership and will receive the same quarterly per unit profit distributions as the other outstanding OP units in our operating partnership. Initially, each LTIP unit will have a capital account of zero and, therefore, the holder of the LTIP unit would receive nothing if our operating partnership were liquidated immediately after the LTIP unit is awarded. However, the partnership agreement requires that “book gain” or economic appreciation in our assets realized by our operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by applicable Treasury Regulations, be allocated first to LTIP units until the capital account per LTIP unit is equal to the capital account per unit of our operating partnership. The applicable Treasury Regulations provide that assets of our operating partnership may be revalued upon specified events, including upon additional capital contributions by us or other partners of our operating partnership or a later issuance of additional LTIP units. Upon equalization of the capital account of the LTIP unit with the per unit capital account of the OP units and full vesting of the LTIP unit, the LTIP unit will be convertible into an OP unit at any time. There is a risk that a LTIP unit will never become convertible because of insufficient gain realization to equalize capital accounts and, therefore, the value that a holder will realize for a given number of vested LTIP units may be less than the value of an equal number of common shares.

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Series C Convertible Units

Under the terms of the acquisition of the AH LLC Portfolio, our operating partnership issued 31,085,974 Series C units, and we issued 634,408 of the Class B common shares (in the ratio of one Class B common share for each 49 Series C units), in each case based on a price per unit or share of $15.50. Our operating partnership also issued 634,408 Class A units to us in consideration for the portion of the contributed assets as to which we are issuing Class B common shares. Holders of the Series C units will be entitled to distributions equal to the actual net cash flow of the properties in the AH LLC Portfolio up to a maximum of 3.9% per unit per year based on a price per unit of $15.50, but will not be entitled to any distributions of income generated by any other properties or operations of our company or any liquidating distributions. Holders of Class A units, including our company and AH LLC, will be entitled to any net cash flow from the AH LLC Portfolio above the maximum yield on the Series C units, as well as distributions of all other cash available for distribution from our operating partnership. At any time, at the option of the holders, the Series C units may be converted into Class A units on the Conversion Date. If holders of the Series C units have not exercised their right to convert the Series C units into Class A units by the earlier of (i) the third anniversary of the date of original issuance of the Series C units or (ii) the date of commencement of the dissolution, liquidation or winding up of our operating partnership, then the Series C units will automatically convert into Class A units. Holders of Series C units will vote on all operating partnership matters with holders of Class A units. If the properties in the AH LLC Portfolio are initially leased for less than 98% of the scheduled rents used in the formula for the valuation of the properties (determined on an aggregate basis), the Series C Units will be converted on less than a one for one basis. Holders of Series C units will vote on all operating partnership matters with holders of Class A units.

In May 2013, as part of the Management Internalization and in order to facilitate and increase in borrowing capacity under our credit facility, the Series C units were amended to remove the previously existing restriction on sales, mortgages, pledges and financings of the AH LLC Portfolio. As a result, the properties in the AH LLC Portfolio are available as collateral for our financings before conversion of the Series C units, including in connection with our line of credit with Wells Fargo.

Series D Convertible Units and Series E Convertible Units

In connection with the Management Internalization, our operating partnership issued 4,375,000 Series D units and 4,375,000 Series E units to AH LLC in exchange for AH LLC’s membership interest in our former manager and former property manager. The Series D units are convertible into Class A Units, and the Series E units are convertible into Series D units, or if the Series D units have previously converted into Class A units, into Class A units as described below.

The Series D units do not participate in any distributions for 30 months from the date of issuance, do not participate in liquidating distributions and do not have any voting rights. The Series D units are automatically convertible into Class A units on a one-for-one basis only after the later of (1) 30 months after the date of issuance and (2) the earlier of (i) the date on which adjusted funds from operations, or adjusted FFO, per class A common share aggregates $0.80 or more over four consecutive quarters following the closing of the Management Internalization or (ii) the date on which the daily closing price or our Class A common shares on the NYSE averages $18.00 or more for two consecutive quarters following the closing of the Management Internalization. After 30 months, the Series D units will participate in distributions (other than liquidating distributions) at a rate of 70% of the per unit distributions on the Class A units.

The Series E units do not participate in distributions and do not have any voting rights. The Series E units will automatically convert into Series D units, or if the Series D units have previously converted into Class A units, into Class A units, on February 29, 2016, based on the performance based earn-out formula described below.

The number of Series D units, or if the Series D units have previously converted into Class A units, Class A units, into which the Series E units will convert depends on the level of Pro Forma Annualized EBITDA

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Contribution (as described below). If, during the six-month period ending December 31, 2015, or the Measurement Period, Pro Forma Annualized EBITDA Contribution equals or exceeds $28 million, the Series E units will convert into Series D units (or if the Series D units have previously converted into Class A units, into Class A units) on a one-for-one basis at February 29, 2016.

If, during the Measurement Period, the Pro Forma Annualized EBITDA Contribution is less than $28 million, the Series E units will convert into that number of Series D units (or if the Series D units have previously converted into Class A units, into Class A units) determined by (1) dividing (A) Pro Forma Annualized EBITDA Contribution during the Measurement Period less $14 million by (B) $14 million and (2) multiplying that result by 4,375,000. Series E units which are not converted at the end of the Measurement Period, if any, will be cancelled. The performance threshold is structured to result in the conversion of Series E units into additional Series D units on a proportionate basis to the extent that the Pro Forma Annualized EBITDA Contribution (up to $28 million) exceeds a base annual EBITDA contribution target of $14 million.

Pro Forma Annualized EBITDA Contribution will be calculated for the Measurement Period as outlined below and multiplied by two to annualize the result. Pro Forma Annualized EBITDA Contribution equals:

(1)

pro forma asset revenue calculated for the Measurement Period based upon the terms of the advisory management agreement (excluding any acquisition and renovation fees), as amended, and as if such agreement had remained in effect for the Measurement Period and reflecting the absence of an asset management fee on the Alaska Joint Venture properties and any other Investment Vehicles (as described below) involving our company (for clarity purposes, the pro forma asset management fee shall reflect the $9,800,000 reduction agreed to in connection with the contribution of properties by AH LLC to our company in February 2013); plus

(2)

pro forma fee revenue calculated for the Measurement Period based upon the terms of the property management agreement, as if such agreement had remained in effect for the Measurement Period and will include any actual property management fees paid to our company by any and all Investment Vehicles;

less all expenses of our company and our operating partnership (without duplication) except:

(1)

those expenses previously payable by our company or our operating partnership under our advisory management agreement;

(2)

those expenses previously payable by our operating partnership under our property management agreement;

(3)

interest expense;

(4)

depreciation and amortization expenses;

(5)

taxes;

(6)

acquisition costs expensed;

(7)

charges for non-cash (stock based) incentive compensation paid pursuant to performance criteria established by our compensation committee; and

(8)

charges for non-cash changes to the carrying value of assets, liabilities and equity items.

For clarity purposes, the intent of the above computation is to include in Pro Forma Annualized EBITDA Contribution all revenue (and only such revenue) and all expenses (and only such expenses) that would be incurred by AH LLC if it operated our former manager and our former property manager independently. However, those expenses related to acquisition and renovation activities that our company, our operating partnership or its affiliates incur by assuming the services of the acquisition and renovation group, including personnel and all other costs directly related to such services and functions shall not be deemed expenses for the computation of Pro Forma EBITDA Contribution.

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Investment Vehicles means any partnership, limited liability company, or other entity formed for the purpose of raising capital from investors other than our company and its subsidiaries and investing such capital in the acquisition of single-family homes.

The following is an example of a computation of the conversion of the Series E units. If Pro Forma Annualized EBITDA Contribution during the six months ended December 31, 2015 is $27 million, the 4,375,000 Series E units would convert into 4,062,500 Series D units determined as follows:

(1)

$27 million minus $14 million equals $13 million.

(2)

$13 million divided by $14 million equals 0.9286.

(3)

4,375,000 multiplied by 0.9286 equals 4,062,500.

Partnership Approval for Transfers, Mergers, Sales of Assets

We, as general partner, may not transfer any of our units or other partnership interest, whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise, unless:

•

Except as provided in the next succeeding paragraph, we receive Partnership Approval. Partnership Approval means approval obtained when the sum of the (1) the percentage interest of partners consenting to the transaction, plus (2) the product of (a) the percentage of the outstanding Class A units held by the general partner entity multiplied by (b) the percentage of the votes that were cast in favor of the transaction by the holders of the common shares of beneficial interest (or other comparable equity interest) of the general partner entity equals or exceeds the percentage required for the general partner entity’s shareholders to approve the transaction;

•

the transferee is admitted as a general partner pursuant to the terms of the partnership agreement;

•

the transferee assumes, by operation of law or express agreement, all of the obligations of the general partner under the partnership agreement with respect to such transferred partnership interest; and

•

the transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of the partnership agreement with respect to the partnership interest so acquired and the admission of such transferee as the general partner.

We may not merge, consolidate or otherwise combine our assets with another entity, or sell all or substantially all of our assets not in the ordinary course of our business, or reclassify, recapitalize or change the terms of our outstanding shares (other than in connection with a share split, reverse share split, share dividend, change in par value, increase in authorized shares, designation or issuance of new classes of equity securities or any event that does not require the approval of our shareholders, and in which case no Partnership Approval is required), unless:

•

Partnership Approval has been obtained with respect to such transaction, and in connection with such transaction all limited partners holding partnership units will receive, or will have the right to elect to receive, for each partnership unit, consideration that is equivalent to the greatest amount of cash, securities or other property received by a holder of one of our common shares; and, if such event occurs in connection with a purchase, tender or exchange offer, each holder of partnership units has the right to receive, or elect to receive, the greatest amount of cash, securities or other property that such holder of units would have received had it exercised its right to redemption pursuant to the partnership agreement and received our common shares in exchange for its units immediately before the expiration of the purchase, tender or exchange offer and had accepted the purchase, tender or exchange offer; or

•

substantially all of the assets of our operating partnership are to be owned by a surviving entity in which our limited partners holding partnership units will hold a percentage interest based on the relative fair market value of the net assets of our operating partnership and the other net assets of such

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entity, which interest will be on terms that are at least as favorable as the terms of the partnership units and will include a right to redeem interests in such entity for the consideration described in the preceding bullet, cash on similar terms as those with respect to the partnership units or, if common equity securities of the person controlling the surviving entity are publicly traded, such common equity securities.

We may not voluntarily withdraw as a general partner of our operating partnership without Partnership Approval. With certain limited exceptions, the limited partners may not transfer their interests in our operating partnership, in whole or in part, without our prior written consent, which consent may be withheld in our sole and absolute discretion. With respect to limited partners that are also holders of Class B common shares, with certain limited exceptions, the general partner may only prohibit a transfer of interests if it has not received a written legal opinion that such transfer would not require the filing of a registration statement or otherwise violate federal or state securities laws or regulations applicable to the partnership. We also have the right to prohibit transfers by limited partners under certain circumstances if it would have certain adverse tax consequences to us or our operating partnership.

Except with our consent to the admission of the transferee as a limited partner, no transferee has any rights by virtue of the transfer other than the rights of an assignee, and is not entitled to vote OP units in any matter presented to the limited partners for a vote. We, as general partner, have the right to consent to the admission of a transferee of the interest of a limited partner, which consent may be given or withheld by us in our sole and absolute discretion.

Redemption Rights

As a general rule, limited partners have the right to cause our operating partnership to redeem their OP units at any time beginning one year following the date of the issuance of the OP units held by any such limited partner. If we give the limited partners notice of our intention to make an extraordinary distribution of cash or property to our shareholders or effect a merger, a sale of all or substantially all of our assets, or any other similar extraordinary transaction, each limited partner may exercise its right to redeem its OP units, regardless of the length of time such limited partner has held its OP units.

Limited partners generally do not have redemption rights until one year following the date of the initial issuance of the OP units. After the one year period, the redemption amount per unit is based on the market value of our common shares at the time of redemption. If our shares are then traded on a stock exchange, the market value will be equal to the average of the closing trading price of our common shares for the 10 trading days before the day on which we received the redemption notice.

We have the right to elect to acquire the OP units being redeemed directly from a limited partner in exchange for either cash in the amount specified above or a number of our common shares equal to the number of OP units offered for redemption, adjusted as specified in the partnership agreement to take into account prior share dividends or any subdivisions or combinations of our common shares. As general partner, we have the sole discretion to elect whether the redemption right will be satisfied by us in cash or our common shares. No redemption or exchange can occur if delivery of common shares by us is prohibited either under the provisions of our declaration of trust or under applicable federal or state securities laws, in each case regardless of whether we would in fact elect to assume and satisfy the unit redemption right with shares.

Partnership Expenses

In addition to the administrative and operating costs and expenses incurred by our operating partnership, our operating partnership generally will pay all of our administrative costs and expenses, including but not limited to:

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all expenses relating to our continuity of existence and our subsidiaries’ operations;

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all expenses relating to offerings and registration of securities;

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all expenses associated with the preparation and filing of any of our periodic or other reports and communications under federal, state or local laws or regulations;

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all expenses associated with our compliance with laws, rules and regulations promulgated by any regulatory body; and

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all of our other operating or administrative costs incurred in the ordinary course of business on behalf of our operating partnership.

These expenses, however, do not include any administrative and operating costs and expenses we incur that are attributable to residential properties that are owned by us directly (if any), rather than by our operating partnership or its subsidiaries.

Issuance of Additional Partnership Interests

We, as general partner, are authorized to cause our operating partnership to issue additional OP units or other partnership interests to its partners, including us and our affiliates, or other persons. These OP units may be issued in one or more classes or in one or more series of any class, with designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to one or more other classes of partnership interests (including OP units held by us), as determined by us in our sole and absolute discretion without the approval of any limited partner, subject to the limitations described below.

No OP unit or interest may be issued to us as general partner or limited partner unless:

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our operating partnership issues OP units or other partnership interests in connection with the grant, award or issuance of shares or other equity interests in us having designations, preferences and other rights such that the economic interests attributable to the newly issued shares or other equity interests in us are substantially similar to the designations, preferences and other rights, except voting rights, of the OP units or other partnership interests issued to us, and we contribute to our operating partnership the proceeds from the issuance of the shares or other equity interests received by us;

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we make an additional capital contribution to our operating partnership; or

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our operating partnership issues the additional OP units or other partnership interests to all partners holding OP units or other partnership interests in the same class in proportion to their respective percentage interests in that class.

Indemnification and Limitation of Liability

The partnership agreement expressly limits our liability by providing that neither we, as the general partner of our operating partnership, nor any of our trustees or officers, will be liable or accountable in damages to our operating partnership, the limited partners or assignees for errors in judgment, mistakes of fact or law or for any act or omission if we, or such trustee or officer, acted in good faith. In addition, our operating partnership is required to indemnify us, and our officers, trustees, employees, agents and designees to the fullest extent permitted by applicable law from and against any and all claims arising from operations of our operating partnership, unless it is established that (1) the act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (2) the indemnified party actually received an improper personal benefit in money, property or services or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our operating partnership also must pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification.

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Amendment of Partnership Agreement

Amendments to the partnership agreement may be proposed by us, as general partner, or by any limited partner holding partnership interests representing 25% or more of the percentage interests entitled to vote thereon. In general, the partnership agreement may be amended only with the approval of the general partner and the written consent of the partners holding partnership interests representing more than 50% of the percentage interests entitled to vote thereon. However, as general partner, we have the power, without the consent of the limited partners, to amend the partnership agreement as may be required:

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to add to our obligations as general partner or surrender any right or power granted to us as general partner or any affiliate of ours for the benefit of the limited partners;

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to reflect the admission, substitution, termination or withdrawal of partners in compliance with the partnership agreement;

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to set forth the designations, rights, powers, duties and preferences of the holders of any additional partnership interests issued in accordance with the authority granted to us as general partner;

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to reflect a change that does not adversely affect the limited partners in any material respect, or to cure any ambiguity, correct or supplement any provision in the partnership agreement not inconsistent with law or with other provisions of the partnership agreement, or make other changes with respect to matters arising under the partnership agreement that are not inconsistent with law or with the provisions of the partnership agreement;

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to modify the manner in which capital accounts, or any debits or credits thereto, are computed;

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to include provisions referenced in future U.S. federal income tax guidance relating to compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that we determine are reasonably necessary in respect of such guidance; and

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to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal, state or local agency or contained in federal, state or local law.

The approval of a majority of the partnership interests held by limited partners other than us is necessary to amend provisions regarding, among other things:

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the issuance of partnership interests in general and the restrictions imposed on the issuance of additional partnership interests to us in particular;

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the prohibition against removing us as general partner by the limited partners;

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restrictions on our power to conduct businesses other than owning partnership interests of our operating partnership and the relationship of our common shares to OP units;

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limitations on transactions with affiliates;

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our liability as general partner for monetary or other damages to our operating partnership; or

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the transfer of partnership interests held by us or the dissolution of our operating partnership.

Amendments to the partnership agreement that would, among other things, (1) convert a limited partner’s interest into a general partner’s interest, (2) modify the limited liability of a limited partner, (3) alter the interest of a partner in profits or losses, or the right to receive any distributions, except as permitted under the partnership agreement with respect to the admission of new partners or the issuance of additional OP units, or (4) materially alter the unit redemption right of the limited partners, must be approved by each affected limited partner or any assignee who is a bona fide financial institution that loans money or otherwise extends credit to a holder of OP units or partnership interests that would be adversely affected by the amendment.

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Registration Rights

Our operating partnership’s limited partners (other than us and our subsidiaries) will have the right to require our operating partnership to redeem part or all of their OP units for cash, or, at our election, common shares. We have granted registration rights to those persons who will receive common shares issuable upon redemption of OP units. These registration rights require us to use commercially reasonable efforts to seek to register all such common shares for sale approximately twelve months after issuance of such OP units, if we are eligible to file a registration statement on Form S-3 at the time. Our operating partnership will bear expenses incident to these registration requirements. However, neither we nor our operating partnership will bear the costs of any underwriting discounts or commissions.

Term

Our operating partnership will continue until dissolved pursuant to the partnership agreement or as otherwise provided by law.

Tax Matters

Pursuant to the partnership agreement, the general partner is the tax matters partner of our operating partnership. Accordingly, through our role as the general partner of our operating partnership, we have authority to make tax elections under the Code on behalf of our operating partnership, and to take such other actions as permitted under the partnership agreement.

Conflicts of Interest

Conflicts of interest exist or could arise in the future as a result of our relationships with our operating partnership or any limited partner of our operating partnership. Our trustees and officers have duties to our company and our shareholders under applicable Maryland law in connection with their management of our company. At the same time, we, as sole general partner, have fiduciary duties to our operating partnership and to its limited partners under Delaware law in connection with the management of our operating partnership. Our duties as sole general partner to our operating partnership and its partners may come into conflict with the duties of our trustees and officers to our company and our shareholders. The partnership agreement provides that in the event of a conflict between the interests of the limited partners of our operating partnership and our shareholders, we shall act in the interests of our shareholders, and we shall not be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by limited partners in our operating partnership in connection therewith.

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MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR DECLARATION OF

TRUST AND BYLAWS

Our Board of Trustees

Our declaration of trust and bylaws provide that the number of trustees of our company will not be less than two and, unless our bylaws are amended, not more than 15, and the number of trustees of our company may be increased or decreased pursuant to our bylaws by a vote of the majority of our entire board of trustees. Our declaration of trust and bylaws provide that, at such time as we become eligible to elect to be subject to Title 3, Subtitle 8 of the MGCL and subject to the rights of holders of one or more classes or series of preferred shares and subject to the rights of shareholders to fill any vacancy that results from the removal of a trustee at a special election meeting as described under the caption “Description of Equity Shares—Registration Rights,” any vacancy may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum, and any trustee elected to fill a vacancy will serve for the full term of the trusteeship in which such vacancy occurred and until a successor is elected.

Pursuant to our declaration of trust and bylaws, each member of our board of trustees is elected by our shareholders to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies. Holders of our common shares have no right to cumulative voting in the election of trustees, and trustees are elected by a plurality of all the votes cast in the election of trustees. Consequently, at each annual meeting of shareholders, the holders of a majority of our common shares are able to elect all of our trustees.

Removal of Trustees

In general, our declaration of trust provides that, subject to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more trustees, a trustee may be removed only for cause (as defined in our declaration of trust) and only by the affirmative vote of holders of shares entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of trustees. Except as described below, this provision, when coupled with the exclusive power of our board of trustees to fill vacant trusteeships, may preclude shareholders from removing incumbent trustees except for cause and by a substantial affirmative vote and filling the vacancies created by such removal with their own nominees.

As described under the caption “Description of Equity Shares—Registration Rights,” we may be required by the registration rights agreement and our bylaws to hold a special meeting of our shareholders for the purpose of considering and voting on the removal of our trustees then in office and electing the successors of any trustees so removed (a special election meeting) unless the requirement is waived or deferred in accordance with the registration rights agreement and our bylaws. At a special election meeting, a trustee may be removed with or without cause by the affirmative vote of holders of shares entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of trustees.

Business Combinations

Under provisions of the MGCL that apply to Maryland real estate investment trusts, certain “business combinations” (including a merger, consolidation, share exchange or, in certain circumstances specified under the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland real estate investment trust and any interested shareholder, or an affiliate of such an interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. Maryland law defines an interested shareholder as:

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any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the trust’s outstanding voting shares; or

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an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding voting shares of the trust.

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A person is not an interested shareholder under the statute if the board of trustees approves in advance the transaction by which the person otherwise would have become an interested shareholder. In approving a transaction, however, the board of trustees may provide that its approval is subject to compliance at or after the time of the approval, with any terms and conditions determined by the board of trustees.

After the five-year prohibition, unless, among other conditions, the trust’s common shareholders receive a minimum price (as described under Maryland law) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its shares, any business combination between the trust and an interested shareholder generally must be recommended by the board of trustees and approved by the affirmative vote of at least:

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80% of the votes entitled to be cast by holders of outstanding voting shares of the trust; and

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two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the interested shareholder with whom (or with whose affiliate) the business combination is to be effected or shares held by an affiliate or associate of the interested shareholder.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a trust’s board of trustees prior to the time that the interested shareholder becomes an interested shareholder. As permitted by the MGCL, our board of trustees has adopted a resolution exempting any business combination between us and any other person from the provisions of this statute, provided that the business combination is first approved by our board of trustees (including a majority of trustees who are not affiliates or associates of such persons). However, our board of trustees may repeal or modify this resolution at any time in the future, in which case the applicable provisions of this statute will become applicable to business combinations between us and interested shareholders.

Control Share Acquisitions

Maryland law provides that “control shares” of a Maryland real estate investment trust acquired in a “control share acquisition” have no voting rights except to the extent approved at a special meeting of shareholders by the affirmative vote of two-thirds of the votes entitled to be cast on the matter, excluding shares in a Maryland real estate investment trust in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of trustees: (1) a person who makes or proposes to make a control share acquisition; (2) an officer of the trust; or (3) an employee of the trust who is also a trustee of the trust. “Control shares” are voting shares that, if aggregated with all other such shares previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing trustees within one of the following ranges of voting power:

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one-tenth or more but less than one-third;

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one-third or more but less than a majority; or

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a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel our board of trustees to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the control shares. If no request for a special meeting is made, we may present the question at any shareholders meeting.

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If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by Maryland law, then, subject to certain conditions and limitations, the trust may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of shareholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a shareholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights, unless appraisal rights are eliminated under the declaration of trust. Our declaration of trust eliminates all appraisal rights of shareholders. The control share acquisition statute does not apply (1) to shares acquired in a merger, consolidation or share exchange if we are a party to the transaction or (2) to acquisitions approved or exempted by the declaration of trust or bylaws of the trust.

Our bylaws contain a provision exempting from the control share acquisition statute any acquisition by any person of our shares. There can be no assurance that such provision will not be amended or eliminated at any time in the future.

Maryland Unsolicited Takeovers Act

Subtitle 8 of Title 3 of the MGCL permits a Maryland real estate investment trust with a class of equity securities registered under the Exchange Act and at least three independent trustees to elect to be subject, by provision in its declaration of trust or bylaws or a resolution of its board of trustees and notwithstanding any contrary provision in the declaration of trust or bylaws, to any or all of the following five provisions:

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a classified board;

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a two-thirds shareholder vote requirement for removing a trustee;

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a requirement that the number of trustees be fixed only by vote of the trustees;

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a requirement that a vacancy on the board be filled only by the remaining trustees and for the remainder of the full term of the class of trustees in which the vacancy occurred; and

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a requirement that requires the request of the holders of at least a majority of all votes entitled to be cast to call a special meeting of shareholders.

Our declaration of trust provides that, at such time as we become eligible to make a Subtitle 8 election, we elect to be subject to the provisions of Subtitle 8 relating to the filling of vacancies on our board of trustees. Through provisions in our declaration of trust and bylaws unrelated to Subtitle 8, we also (1) require the affirmative vote of the holders of not less than two-thirds of all of the votes entitled to be cast on the matter for the removal of any trustee from our board, which removal will be allowed only for cause, (2) vest in our board the exclusive power to fix the number of trusteeships, subject to limitations set forth in our declaration of trust and bylaws, and fill vacancies and (3) require, unless called by the Executive Chairman of our board of trustees, the President or Chief Executive Officer or our board of trustees, the written request of shareholders entitled to cast a majority of all votes entitled to be cast at such meeting to call a special meeting. We have not elected to create a classified board. In the future, our board of trustees may elect, without shareholder approval, to create a classified board or adopt one or more of the other provisions of Subtitle 8.

Meetings of Shareholders

Pursuant to our bylaws, an annual meeting of our shareholders for the purpose of the election of trustees and the transaction of any business will be held on a date and at the time and place set by our board of trustees. Each of our trustees is elected by our shareholders to serve until the next annual meeting and until his or her successor is duly elected and qualifies under Maryland law. The next annual meeting of our shareholders after completion of this offering and the concurrent private placement will be held in 2013. In addition, our Chairman, Chief

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Executive Officer, President or our board of trustees may call a special meeting of our shareholders. Subject to the provisions of our bylaws, a special meeting of our shareholders to act on any matter that may properly be considered by our shareholders will also be called by our secretary upon the written request of shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting on such matter, accompanied by the information required by our bylaws. Our Secretary will inform the requesting shareholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including our proxy materials), and the requesting shareholder must pay such estimated cost before our secretary may prepare and mail the notice of the special meeting.

Amendment of Our Declaration of Trust and Extraordinary Transactions

Under Title 8, a Maryland real estate investment trust generally cannot amend its declaration of trust or merge with another entity unless declared advisable by a majority of the board of trustees and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter, is set forth in the real estate investment trust’s declaration of trust. Our declaration of trust provides that such actions (other than certain amendments to the provisions of our declaration of trust related to the removal of trustees, the restrictions on ownership and transfer of our shares and termination of the trust) may be taken if declared advisable by a majority of our board of trustees and approved by the vote of shareholders holding a majority of the votes entitled to be cast on the matter.

Our board of trustees has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Bylaws Amendments

Except as described below, our board of trustees has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Pursuant to our bylaws, we are required to hold a special meeting of our shareholders for the purpose of considering and voting on the removal of our trustees then in office and electing the successors of any trustees so removed (a special election meeting) if, by May 21, 2014 (unless the initial filing of the shelf registration statement is otherwise extended upon approval by our board of trustees, in which case, by November 17, 2014), the resale shelf registration statement we are required to file with the SEC pursuant to the registration rights agreement has not been declared effective by the SEC and either (i) we have not completed an initial public offering of our common shares or (ii) the common shares sold in this offering have not been listed for trading on a national securities exchange. The provisions in our bylaws relating to a special election meeting and the amendment thereof may not be amended without the affirmative vote or written or electronic consent of holders of at least 75% of the outstanding common shares entitled to vote thereon (other than shares held by our executive officers).

Advance Notice of Trustee Nominations and New Business

Our bylaws provide that, with respect to an annual meeting of shareholders, nominations of individuals for election to our board of trustees and the proposal of other business to be considered by our shareholders at an annual meeting of shareholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of trustees or (3) by a shareholder who was a shareholder of record both at the time of giving of notice and at the time of the meeting, who is entitled to vote at the meeting on the election of the individual so nominated or such other business and who has complied with the advance notice procedures set forth in our bylaws, including a requirement to provide certain information about the shareholder and its affiliates and the nominee or business proposal, as applicable.

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With respect to special meetings of shareholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our board of trustees may be made at a special meeting of shareholders at which trustees are to be elected only (1) by or at the direction of our board of trustees or (2) provided that the special meeting has been properly called for the purpose of electing trustees, by a shareholder who was a shareholder of record both at the time of giving of notice and at the time of the meeting, who is entitled to vote at the meeting on the election of each individual so nominated and who has complied with the advance notice provisions set forth in our bylaws, including a requirement to provide certain information about the shareholder and its affiliates and the nominee.

Anti-Takeover Effect of Certain Provisions of Maryland Law and Our Declaration of Trust and Bylaws

Our declaration of trust and bylaws and Maryland law contain provisions that may delay, defer or prevent a change in control or other transaction that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders, including:

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business combination provisions;

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supermajority vote and cause requirements for removal of trustees;

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requirement that shareholders holding at least a majority of our outstanding common shares must act together to make a written request before our shareholders can require us to call a special meeting of shareholders;

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provisions that vacancies on our board of trustees may be filled only by the remaining trustees for the full term of the trusteeship in which the vacancy occurred;

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the power of our board to increase or decrease the aggregate number of authorized shares or the number of shares of any class or series of shares;

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the power of our board of trustees to cause us to issue additional shares of any class or series and to fix the terms of one or more classes or series of shares without shareholder approval;

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the restrictions on ownership and transfer of our shares; and

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advance notice requirements for trustee nominations and shareholder proposals.

Likewise, if the resolution opting out of the business combination provisions of the MGCL were repealed or the provision in the bylaws opting out of the control share acquisition provisions of the MGCL were rescinded, these provisions of the MGCL could have similar anti-takeover effects.

Limitation of Trustees’ and Officers’ Liability and Indemnification

Title 8 permits a Maryland real estate investment trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

Title 8 permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the MGCL for directors and officers of a Maryland corporation. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

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the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

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the director or officer actually received an improper personal benefit in money, property or services; or

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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

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a written affirmation by such director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

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a written undertaking by such director or officer or on such director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director did not meet the standard of conduct.

Our declaration of trust and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

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any individual who is a present or former trustee or officer of the Trust and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; and

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any individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

Our declaration of trust and bylaws also permit us, with the approval of our board of trustees, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company.

In addition, we have entered into indemnification agreements with each of our trustees and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

Insofar as the foregoing provisions permit indemnification of trustees, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

REIT Qualification

Our declaration of trust provides that our board of trustees may revoke or otherwise terminate our REIT election, without approval of our shareholders, if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income tax considerations relating to our qualification and taxation as a real estate investment trust, a “REIT,” and the acquisition, holding, and disposition of our common shares. For purposes of the following discussion, references to “our Company,” “we” and “us” mean only American Homes 4 Rent and not its subsidiaries or affiliates. This summary is based upon the Code of 1986, as amended, or the “Code,” the Treasury Regulations, rulings and other administrative interpretations and practices of the IRS (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings), and judicial decisions, all as currently in effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. We have not sought and will not seek an advance ruling from the IRS regarding any matter discussed in this section. The summary is also based upon the assumption that we will operate the Company and its subsidiaries and affiliated entities in accordance with their applicable organizational documents. This summary is for general information only, and does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular investor in light of its investment or tax circumstances, or to investors subject to special tax rules, including:

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a tax-exempt organization, except to the extent discussed below in “—Taxation of U.S. Shareholders—Taxation of Tax-Exempt Shareholders,”

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a broker-dealer,

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a non-U.S. corporation, non-U.S. partnership, non-U.S. trust, non-U.S. estate, or individual who is not taxed as a citizen or resident of the United States, all of which may be referred to collectively as “non-U.S. persons,”

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a trust, estate, regulated investment company, or “RIC,” REIT, financial institution, insurance company or S corporation,

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investors subject to the alternative minimum tax provisions of the Code,

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investors holding the common shares as part of a hedge, straddle, conversion or other risk-reduction or constructive sale transaction,

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investors holding the common shares through a partnership or similar pass-through entity,

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a person with a “functional currency” other than the U.S. dollar,

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beneficially or constructively holding 10% or more (by vote or value) of the beneficial interest in us,

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a person who does not hold the common shares as a “capital asset,” within the meaning of Section 1221 of the Code,

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a U.S. expatriate, or

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investors otherwise subject to special tax treatment under the Code.

This summary does not address state, local or non-U.S. tax considerations.

Each prospective investor is advised to consult his or her tax advisor to determine the impact of his or her personal tax situation on the anticipated tax consequences of the acquisition, ownership and sale of our common shares. This includes the federal, state, local, foreign and other tax consequences of the ownership and sale of our common shares and the potential changes in applicable tax laws.

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Taxation of the Company as a REIT

General

We intend to elect to be taxed as a REIT commencing with our first taxable year ended December 31, 2012. A REIT generally is not subject to U.S. federal income tax on the income that it distributes to shareholders provided that the REIT meets the applicable REIT distribution requirements and other requirements for qualification as a REIT under the Code. We believe that we are organized and that we have operated and we intend to continue to operate in a manner to qualify for taxation as a REIT under the Code. However, qualification and taxation as a REIT depends upon our ability to meet the various qualification tests imposed under the Code, including through our actual annual (or in some cases quarterly) operating results, requirements relating to income, asset ownership, distribution levels and diversity of share ownership, and the various other REIT qualification requirements imposed under the Code. Given the complex nature of the REIT qualification requirements, the ongoing importance of factual determinations and the possibility of future change in our circumstances, we cannot provide any assurances that we have been or will be organized or operated in a manner so as to satisfy the requirements for qualification and taxation as a REIT under the Code, or that we will meet in the future the requirements for qualification and taxation as a REIT. See “—Failure to Qualify as a REIT.”

The sections of the Code that relate to our qualification and operation as a REIT are highly technical and complex. This discussion sets forth the material aspects of the sections of the Code that govern the U.S. federal income tax treatment of a REIT and its shareholders. This summary is qualified in its entirety by the applicable Code provisions, relevant rules and Treasury regulations, and related administrative and judicial interpretations.

The law firm of Hogan Lovells US LLP has acted as our tax counsel in connection with this offering. We will receive an opinion from Hogan Lovells US LLP that, commencing with our initial taxable year ended December 31, 2012, we have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the federal income tax laws commencing with our taxable year ended December 31, 2012 and that our proposed method of operations will enable us to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws for our taxable year ending December 31, 2013, and subsequent taxable years. It must be emphasized that the opinion of Hogan Lovells US LLP will be based on various assumptions relating to our organization and operation, including that all factual representations and statements set forth in all relevant documents, records, and instruments are true and correct, and all actions described in this Registration Statement are completed in a timely fashion and that we will at all times operate in accordance with the method of operation described in our organizational documents and this Registration Statement. Additionally, the opinion of Hogan Lovells US LLP will be conditioned upon factual representations and covenants made by our management and affiliated entities regarding our organization, assets, present and future conduct of our business operations and other items regarding our ability to meet the various requirements for qualification as a REIT, and will assume that such representations and covenants are accurate and complete and that we will take no action inconsistent with our qualification as a REIT. While we believe that we have been organized and operated and intend to continue to be organized and operate so that we will continue to qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances or applicable law, no assurance can be given by Hogan Lovells US LLP or us that we will so qualify for any particular year. Hogan Lovells US LLP will have no obligation to advise us or the holders of shares of our Class A common shares of any subsequent change in the matters stated, represented or assumed or of any subsequent change in the applicable law. You should be aware that opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinions. Hogan Lovells US LLP’s opinion does not foreclose the possibility that we may have to utilize one or more REIT savings provisions discussed below, which could require the payment of an excise or penalty tax (which could be significant in amount) in order to maintain REIT qualification.

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Taxation

For each taxable year in which we qualify for taxation as a REIT, we generally will not be subject to U.S. federal corporate income tax on our net income that is distributed currently to our shareholders. Shareholders generally will be subject to taxation on dividends (other than designated capital gain dividends and “qualified dividend income”) at rates applicable to ordinary income, instead of at lower capital gain rates. Qualification for taxation as a REIT enables the REIT and its shareholders to substantially eliminate the “double taxation” (that is, taxation at both the corporate and shareholder levels) that generally results from an investment in a regular corporation. Regular corporations (non-REIT “C” corporations) generally are subject to U.S. federal corporate income taxation on their income and shareholders of regular corporations are subject to tax on any dividends that are received. Currently, however, shareholders of regular corporations who are taxed at individual rates generally are taxed on dividends they receive at capital gains rates, which are currently lower for individuals than ordinary income rates, and shareholders of regular corporations who are taxed at regular corporate rates will receive the benefit of a dividends received deduction that substantially reduces the effective rate that they pay on such dividends. Subject to certain limited exceptions, dividends received from REITs are generally not eligible for taxation at the preferential dividend income rates currently available to individual U.S. shareholders who receive dividends from taxable subchapter “C” corporations, and corporate shareholders of a REIT are not eligible for the dividends received deduction. Income earned by a REIT and distributed currently to its shareholders generally will be subject to lower aggregate rates of U.S. federal income taxation than if such income were earned by a non-REIT “C” corporation, subjected to corporate income tax, and then distributed to shareholders and subjected to tax either at capital gain rates or the effective rate paid by a corporate recipient entitled to the benefit of the dividends received deduction.

Any net operating losses, foreign tax credits and other tax attributes of a REIT generally do not pass through to our shareholders, subject to special rules for certain items such as the capital gains that we recognize.

Even if we qualify for taxation as a REIT, we will be subject to U.S. federal income tax in the following circumstances:

(1)

We will be taxed at regular corporate rates on any undistributed “REIT taxable income.” REIT taxable income is the taxable income of the REIT subject to specified adjustments, including a deduction for dividends paid.

(2)

We (or our shareholders) may be subject to the “alternative minimum tax” on our undistributed items of tax preference, if any.

(3)

If we have (1) net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business, or (2) other non-qualifying income from foreclosure property, such income will be subject to tax at the highest corporate rate.

(4)

Our net income from “prohibited transactions” will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business other than foreclosure property.

(5)

If we fail to satisfy either the 75% gross income test or the 95% gross income test, as discussed below, but our failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our qualification as a REIT because of specified cure provisions, we will be subject to a 100% tax on an amount equal to (a) the greater of (1) the amount by which we fail the 75% gross income test or (2) the amount by which we fail the 95% gross income test, as the case may be, multiplied by (b) a fraction intended to reflect our profitability.

(6)

We will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the sum of amounts actually distributed, excess distributions from the preceding tax year and amounts retained for which U.S. federal income tax was paid, if we fail to make the required distributions by the end of a calendar year. The required distributions for each calendar year is equal to the sum of:

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85% of our REIT ordinary income for the year;

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•

95% of our REIT capital gain net income for the year other than capital gains we elect to retain and pay tax on as described below; and

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any undistributed taxable income from prior taxable years.

(7)

We will be subject to a 100% penalty tax on some payments we receive (or on certain expenses deducted by a taxable REIT subsidiary) if arrangements among us, our tenants, and our taxable REIT subsidiaries do not reflect arm’s-length terms.

(8)

If we acquire any assets from non-REIT “C” corporations in a transaction in which the basis of the assets in our hands is determined by reference to the basis of the asset in the hands of the C corporation, we would be liable for corporate income tax, at the highest applicable corporate rate for the “built-in gain” with respect to those assets if we disposed of those assets. To the extent that assets are transferred to us in a carry-over basis transaction by a partnership in which a corporation owns an interest, we will be subject to this tax in proportion to the non-REIT “C” corporation’s interest in the partnership. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset. The results described in this paragraph assume that the non-REIT corporation will not elect, in lieu of this treatment, to be subject to an immediate tax when the asset is acquired by us. The IRS has issued proposed Treasury regulations which would exclude from the application of this built-in gains tax any gain from the sale of property acquired by us in an exchange under Section 1031 (a like kind exchange) or 1033 (an involuntary conversion) of the Code. The proposed Treasury regulations described above will not be effective unless they are issued in their final form, and as of the date of this prospectus it is not possible to determine whether the proposed Treasury regulations will be finalized in their current form or at all.

(9)

We may elect to retain and pay U.S. federal income tax on our net long-term capital gain. In that case, a U.S. shareholder would include its proportionate share of our undistributed long-term capital gain (to the extent that we make a timely designation of such gain to the shareholder) in its income, would be deemed to have paid the tax we paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the basis of the U.S. shareholder in our common shares.

(10)

If we violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs, as described below, but our failure is due to reasonable cause and not due to willful neglect and we nevertheless maintain our REIT qualification because of specified cure provisions, we will be subject to a tax equal to the greater of $50,000 or the amount determined by multiplying the net income generated by such non-qualifying assets by the highest rate of tax applicable to regular “C” corporations during periods when such assets would have caused us to fail the asset test.

(11)

If we fail to satisfy a requirement under the Code which would result in the loss of our REIT qualification, other than a failure to satisfy a gross income test, or an asset test as described in paragraph 10 above, but nonetheless maintain our qualification as a REIT because the requirements of certain relief provisions are satisfied, we will be subject to a penalty of $50,000 for each such failure.

(12)

If we fail to comply with the requirements to send annual letters to our shareholders requesting information regarding the actual ownership of our common shares and the failure was not due to reasonable cause or was due to willful neglect, we will be subject to a $25,000 penalty or, if the failure is intentional, a $50,000 penalty.

(13)

The earnings of any subsidiaries that are subchapter “C” corporations, including any TRS, are subject to U.S. federal corporate income tax.

Notwithstanding our qualification as a REIT, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property and other taxes on our assets, operations and/or net worth. We could also be subject to tax in situations and on transactions not presently contemplated.

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Requirements for Qualification as a REIT

The Code defines a “REIT” as a corporation, trust or association:

(1)

that is managed by one or more trustees or trustees;

(2)

that issues transferable shares or transferable certificates to evidence its beneficial ownership;

(3)

that would be taxable as a domestic corporation, but for Sections 856 through 859 of the Code;

(4)

that is neither a financial institution nor an insurance company within the meaning of certain provisions of the Code;

(5)

that is beneficially owned by 100 or more persons;

(6)

not more than 50% in value of the outstanding shares or other beneficial interest of which is owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities and as determined by applying certain attribution rules) during the last half of each taxable year;

(7)

that makes an election to be a REIT for the current taxable year, or has made such an election for a previous taxable year that has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;

(8)

that uses a calendar year for U.S. federal income tax purposes;

(9)

that meets other applicable tests, described below, regarding the nature of its income and assets and the amount of its distributions; and

(10)

that has no earnings and profits from any non-REIT taxable year at the close of any taxable year.

The Code provides that conditions (1), (2), (3) and (4) above must be met during the entire taxable year and condition (5) above must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Conditions (5) and (6) do not apply until after the first taxable year for which an election is made to be taxed as a REIT. Condition (6) must be met during the last half of each taxable year. For purposes of determining share ownership under condition (6) above, a supplemental unemployment compensation benefits plan, a private foundation or a portion of a trust permanently set aside or used exclusively for charitable purposes generally is considered an individual. However, a trust that is a qualified trust under Code Section 401(a) generally is not considered an individual, and beneficiaries of a qualified trust are treated as holding shares of a REIT in proportion to their actuarial interests in the trust for purposes of condition (6) above. If we fail to satisfy these share ownership requirements, we will fail to qualify as a REIT unless we qualify for certain relief provisions described in the following paragraph.

To monitor our compliance with condition (6) above, we are generally required to maintain records regarding the actual ownership of our common shares. To do so, we must demand written statements each year from the record holders of certain specified percentages of our common shares pursuant to which the record holders must disclose the actual owners of the common shares (i.e., the persons required to include in gross income the dividends paid by us). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. A shareholder that fails or refuses to comply with the demand is required by Treasury regulations to submit a statement with its tax return disclosing the actual ownership of our shares and other information. If we comply with the record-keeping requirement and we do not know or, exercising reasonable diligence, would not have known of our failure to meet condition (6) above, then we will be treated as having met condition (6) above.

For purposes of condition (8), we adopted December 31 as our year end, and thereby satisfy this requirement.

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Effect of Subsidiary Entities

Ownership of Interests in Partnerships and Limited Liability Companies. In the case of a REIT which is a partner in a partnership or a member in a limited liability company treated as a partnership for U.S. federal income tax purposes, Treasury regulations provide that the REIT will be deemed to own its pro rata share of the assets of the partnership or limited liability company, as the case may be, based on its capital interests in such partnership or limited liability company. Also, the REIT will be deemed to be entitled to the income of the partnership or limited liability company attributable to its pro rata share of the assets of that entity. The character of the assets and gross income of the partnership or limited liability company retains the same character in the hands of the REIT for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests. Thus, our pro rata share of the assets and items of income of our operating partnership, including our operating partnership’s share of these items of any partnership or limited liability company in which we own an interest, are treated as our assets and items of income for purposes of applying the requirements described in this prospectus, including the income and asset tests described below.

We have included a brief summary of the rules governing the U.S. federal income taxation of partnerships and limited liability companies and their partners or members below in “—Tax Aspects of Our Ownership of Interests in the Operating Partnership and other Partnerships and Limited Liability Companies.” We believe that we have operated and we intend to continue to operate our operating partnership and the subsidiary partnerships and limited liability companies in which our operating partnership invests in a manner consistent with the requirements for our qualification and taxation as a REIT. In the future, we may be a limited partner or non-managing member in some of our partnerships and limited liability companies. If such a partnership or limited liability company were to take actions which could jeopardize our qualification as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take an action which could cause us to fail a REIT income or asset test, and that we would not become aware of such action in a time frame which would allow us to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless entitled to relief, as described below.

Ownership of Interests in Qualified REIT Subsidiaries. We may own 100% of the stock of one or more corporations that are qualified REIT subsidiaries. A corporation will qualify as a qualified REIT subsidiary if we own 100% of its stock and it is not a taxable REIT subsidiary. A qualified REIT subsidiary will not be treated as a separate corporation, and all assets, liabilities and items of income, deduction and credit of a qualified REIT subsidiary will be treated as our assets, liabilities and such items (as the case may be) for all purposes of the Code, including the REIT qualification tests. For this reason, references in this discussion to our income and assets should be understood to include the income and assets of any qualified REIT subsidiary we own. Our ownership of the voting stock of a qualified REIT subsidiary will not violate the restrictions against ownership of securities of any one issuer which constitute more than 10% of the voting power or value of such issuer’s securities or more than 5% of the value of our total assets, as described below in “—Asset Tests Applicable to REITs.”

Ownership of Interests in Taxable REIT Subsidiaries. In general, we may jointly elect with a subsidiary corporation, whether or not wholly owned, to treat such subsidiary corporation as a taxable REIT subsidiary. We currently have one taxable REIT subsidiary. A taxable REIT subsidiary of ours is a corporation other than a REIT in which we directly or indirectly hold stock, and that has made a joint election with us to be treated as a taxable REIT subsidiary under Section 856(l) of the Code. A taxable REIT subsidiary also includes any corporation other than a REIT in which a taxable REIT subsidiary of ours owns, directly or indirectly, securities, (other than certain “straight debt” securities), which represent more than 35% of the total voting power or value of the outstanding securities of such corporation. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to our tenants without causing us to receive impermissible tenant service income under the REIT gross income tests. A taxable REIT subsidiary is required to pay regular U.S. federal income tax, and state and local income tax where applicable, as a regular “C” corporation. In addition, a taxable REIT

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subsidiary may be prevented from deducting interest on debt funded directly or indirectly by us if certain tests regarding the taxable REIT subsidiary’s debt to equity ratio and interest expense are not satisfied. If dividends are paid to us by one or more of our taxable REIT subsidiaries, then a portion of the dividends we distribute to shareholders who are taxed at individual rates will generally be eligible for taxation at lower capital gains rates, rather than at ordinary income rates. See “—Taxation of U.S. Shareholders—Taxation of Taxable U.S. Shareholders—Qualified Dividend Income.”

Generally, a taxable REIT subsidiary can perform impermissible tenant services without causing us to receive impermissible tenant services income under the REIT income tests. However, several provisions applicable to the arrangements between us and our taxable REIT subsidiaries ensure that such taxable REIT subsidiaries will be subject to an appropriate level of U.S. federal income taxation. For example, taxable REIT subsidiaries are limited in their ability to deduct interest payments in excess of a certain amount made directly or indirectly to us. In addition, we will be obligated to pay a 100% penalty tax on some payments we receive or on certain expenses deducted by our taxable REIT subsidiaries if the economic arrangements between us, our tenants and such taxable REIT subsidiaries are not comparable to similar arrangements among unrelated parties. Our taxable REIT subsidiary, and any future taxable REIT subsidiaries acquired by us, may make interest and other payments to us and to third parties in connection with activities related to our properties. There can be no assurance that our taxable REIT subsidiaries will not be limited in their ability to deduct interest payments made to us. In addition, there can be no assurance that the IRS might not seek to impose the 100% excise tax on a portion of payments received by us from, or expenses deducted by, our taxable REIT subsidiaries.

Gross Income Tests

To qualify as a REIT, we must satisfy two gross income tests which are applied on an annual basis. First, in each taxable year at least 75% of our gross income, excluding gross income from sales of inventory or dealer property in “prohibited transactions” and certain hedging and foreign currency transactions, must be derived from investments relating to real property or mortgages on real property, including:

•

“rents from real property”;

•

dividends or other distributions on, and gain from the sale of, shares in other REITs;

•

gain from the sale of real property or mortgages on real property, in either case, not held for sale to customers;

•

interest income derived from mortgage loans secured by real property; and

•

income attributable to temporary investments of new capital in stocks and debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or issuance of debt obligations with at least a five-year term.

Second, at least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions and certain hedging transactions, must be derived from some combination of income that qualifies under the 75% gross income test described above, as well as (a) other dividends, (b) interest, and (c) gain from the sale or disposition of shares or securities, in either case, not held for sale to customers.

Rents from Real Property. Rents we receive will qualify as “rents from real property” for the purpose of satisfying the gross income requirements for a REIT described above only if several conditions are met. These conditions relate to the identity of the tenant, the computation of the rent payable, and the nature of the property lease.

•

First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales;

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•

Second, we, or an actual or constructive owner of 10% or more of our common shares, must not actually or constructively own 10% or more of the interests in the tenant, or, if the tenant is a corporation, 10% or more of the voting power or value of all classes of stock of the tenant. Rents received from such tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” as a result of this condition if either (i) at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space or (ii) the property is a qualified lodging or qualified health care facility and such property is operated on behalf of the taxable REIT subsidiary by a person who is an “eligible independent contractor” (as described below) and certain other requirements are met;

•

Third, rent attributable to personal property, leased in connection with a lease of real property, must not be greater than 15% of the total rent received under the lease. If this requirement is not met, then the portion of rent attributable to personal property will not qualify as “rents from real property”; and

•

Fourth, for rents to qualify as rents from real property for the purpose of satisfying the gross income tests, we generally must not operate or manage the property or furnish or render services to the tenants of such property, other than through an “independent contractor” who is adequately compensated and from whom we derive no revenue or through a taxable REIT subsidiary. To the extent that impermissible services are provided by an independent contractor, the cost of the services generally must be borne by the independent contractor. We anticipate that any services we provide directly to tenants will be “usually or customarily rendered” in connection with the rental of space for occupancy only and not otherwise considered to be provided for the tenants’ convenience. We may provide a minimal amount of “non-customary” services to tenants of our properties, other than through an independent contractor or taxable REIT subsidiary, but we believe that our income from these services has not and will not in the future exceed 1% of our total gross income from the property. If the impermissible tenant services income exceeds 1% of our total income from a property, then all of the income from that property will fail to qualify as rents from real property. If the total amount of impermissible tenant services income does not exceed 1% of our total income from the property, the services will not “taint” the other income from the property (that is, it will not cause the rent paid by tenants of that property to fail to qualify as rents from real property), but the impermissible tenant services income will not qualify as rents from real property. We are deemed to have received income from the provision of impermissible services in an amount equal to at least 150% of our direct cost of providing the service.

We generally lease our properties to tenants that are individuals. Our leases typically have a term of at least one year and require the tenant to pay fixed rent. We do not currently lease and we do not anticipate leasing significant amounts of personal property pursuant to our leases. Moreover, we do not currently lease and we do not intend to perform any services other than customary ones for our tenants, unless such services are provided through independent contractors or our taxable REIT subsidiary. Accordingly, we believe that our leases produce rent that qualifies as “rents from real property” for purposes of the income tests. However, if the IRS were to successfully challenge our treatment of any such services, it could adversely affect our ability to quality as a REIT.

Interest Income. Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test to the extent that the obligation upon which such interest is paid is secured by a mortgage on real property. If we receive interest income with respect to a mortgage loan that is secured by both real property and other property, and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property on the date that we acquired or originated the mortgage loan, the interest income will be apportioned between the real property and the other collateral, and our income from the arrangement will qualify for purposes of the 75% gross income test only to the extent that the interest is allocable to the real property.

Although the issue is not free from doubt, we may be required to treat a portion of the gross income derived from a mortgage loan that is acquired (or modified in a manner that is treated as an acquisition of a new loan for

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U.S. federal income tax purposes) at a time when the fair market value of the real property securing the loan is less than the loan’s face amount and there are other assets securing the loan, as nonqualifying for the 75% gross income test even if our acquisition price for the loan (that is, the fair market value of the loan) is less than the value of the real property securing the loan. Until there is clarification of how interest income related to such loans should be treated for purposes of the 75% gross income test, we intend to measure our compliance with the 75% gross income test by treating a portion of the gross interest income as nonqualifying for such test. The amount of interest income from such a loan that we intend to treat as qualifying will equal the product of the interest income from such loan recognized during the year multiplied by a fraction the numerator of which is the fair market value of the real property securing the loan (measured as required pursuant to the applicable Treasury regulations and related guidance) and the denominator of which is the highest unpaid principal balance of such loan during the portion of the taxable year that we own the loan. Even if a loan is not secured by real property, or is undersecured, the income that it generates may nonetheless qualify for purposes of the 95% gross income test.

To the extent that we derive interest income from a mortgage loan, or income from the rental of real property where all or a portion of the amount of interest or rental income payable is contingent, such income generally will qualify for purposes of the gross income tests only if it is based upon the gross receipts or sales of the borrower or lessee, and no part is based on the net income or profits of the borrower or lessee, a tenant or subtenant of the borrower or lessee, or any other person. However, where the borrower or lessee derives substantially all of its income from leasing substantially all of its interest in the property to tenants or subtenants, to the extent that the rental income derived by the borrower or lessee, as the case may be, would qualify as rents from real property had we earned the income directly, such income will qualify for purposes of the gross income tests.

We do not currently and we do not expect in the future to derive significant amounts of interest that will not qualify under the 75% and 95% gross income tests.

Other Income. We may receive various fees in connection with our operations. The fees generally will be qualifying income for purposes of both the 75% and 95% gross income tests if they are received in consideration for entering into an agreement to make a loan secured by real property and the fees are not determined by income and profits. Other fees are not qualifying income for purposes of either the 75% or the 95% gross income tests. Any fees earned by a TRS will not be included for purposes of determining whether we have satisfied the gross income tests. The monthly fee payable to us by AH LLC for maintenance and use of certain intellectual property transferred to us in the Management Internalization is treated as nonqualifying income for purposes of the 75% and 95% gross income tests. Similarly, fee income received from performing property management or similar services to third parties is treated as nonqualifying income for purposes of both the 75% and 95% gross income tests.

Dividend Income. Our share of any dividends received from any corporations in which we own an interest (other than qualified REIT subsidiaries) will qualify for purposes of the 95% gross income test but not for purposes of the 75% gross income test. We do not anticipate that we will receive sufficient dividends from such corporations to cause us to exceed the limit on non-qualifying income under the 75% gross income test. Dividends that we receive from other qualifying REITs will qualify for purposes of both REIT income tests.

Income from Hedging Transactions. From time to time we may enter into hedging transactions with respect to one or more of our assets or liabilities. Any such hedging transactions could take a variety of forms, including the use of derivative instruments such as interest rate swap or cap agreements, option agreements, and futures or forward contracts. Income of a REIT, including income from a pass-through subsidiary, arising from “clearly identified” hedging transactions that are entered into to manage the risk of interest rate or price changes with respect to borrowings, including gain from the disposition of such hedging transactions, to the extent the hedging transactions hedge indebtedness incurred, or to be incurred, by the REIT to acquire or carry real estate assets, will not be treated as gross income for purposes of the 95% gross income test, and will not be treated as gross income for purposes of the 75% gross income test. Income of a REIT arising from hedging transactions that are entered into to manage the risk of currency fluctuations will not be treated as gross income for purposes of either the 95% gross income test or the 75% gross income test provided that the transaction is “clearly identified.” In

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general, for a hedging transaction to be “clearly identified,” (1) it must be identified as a hedging transaction before the end of the day on which it is acquired, originated, or entered into; and (2) the items of risks being hedged must be identified “substantially contemporaneously” with entering into the hedging transaction (generally not more than 35 days after entering into the hedging transaction). To the extent that we hedge with other types of financial instruments or in other situations, the resultant income will be treated as income that does not qualify under the 95% or 75% gross income tests unless the hedge meets certain requirements and we elect to integrate it with a specified asset and to treat the integrated position as a synthetic debt instrument. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT but there can be no assurance we will be successful in this regard.

Income from Prohibited Transactions. Any gain that we realize on the sale of any property held as inventory or otherwise held primarily for sale to customers in the ordinary course of business including our share of any such gain realized by our operating partnership, either directly or through its subsidiary partnerships and limited liability companies, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. Whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. However, we will not be treated as a dealer in real property with respect to a property that we sell for the purposes of the 100% tax if (i) we have held the property for at least two years for the production of rental income prior to the sale, (ii) capitalized expenditures on the property in the two years preceding the sale are less than 30% of the net selling price of the property, and (iii) we either (a) have seven or fewer sales of property (excluding certain property obtained through foreclosure) for the year of sale or (b) the aggregate tax basis of property sold during the year is 10% or less of the aggregate tax basis of all of our assets as of the beginning of the taxable year or (c) the fair market value of property sold during the year is 10% or less of the aggregate fair market value of all of our assets as of the beginning of the taxable year, and substantially all of the marketing and development expenditures with respect to the property sold are made through an independent contractor from whom we derive no income. The sale of more than one property to one buyer as part of one transaction constitutes one sale for purposes of this “safe harbor.” We structure our activities to avoid transactions that are prohibited transactions. However, the avoidance of this tax on prohibited transactions could cause us to undertake less substantial sales of property than we would otherwise undertake in order to maximize our profits. In addition, we may have to sell numerous properties to a single or a few purchasers, which could cause us to be less profitable than would be the case if we sold properties on a property-by-property basis.

Income from Foreclosure Property. We generally will be subject to tax at the maximum corporate rate (currently 35%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that constitutes qualifying income for purposes of the 75% gross income test. Foreclosure property is real property and any personal property incident to such real property (1) that we acquire as the result of having bid on the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after a default (or upon imminent default) on a lease of the property or a mortgage loan held by us and secured by the property, (2) for which we acquired the related loan or lease at a time when default was not imminent or anticipated, and (3) with respect to which we made a proper election to treat the property as foreclosure property. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property. To the extent that we receive any income from foreclosure property that does not qualify for purposes of the 75% gross income test, we intend to make an election to treat the related property as foreclosure property.

Cash/Income Differences/Phantom Income. Due to the nature of the assets in which we may invest, we may be required to recognize taxable income from those assets in advance of our receipt of cash flow on or proceeds from disposition of such assets, and may be required to report taxable income in early periods that exceeds the economic income ultimately realized on such assets.

We may invest in mortgages, including NPLS, in the secondary market for less than their face amount. The amount of such discount generally will be treated as “market discount” for U.S. federal income tax purposes. We

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may elect to include in taxable income accrued market discount as it accrues rather than as it is realized for economic purposes, resulting in phantom income. Principal payments on certain loans are made monthly, and consequently accrued market discount may have to be included in income each month as if the debt instrument were assured of ultimately being collected in full. If we collect less on the debt instrument than our purchase price plus the market discount we had previously reported as income, we may not be able to benefit from any offsetting loss deductions.

We may acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under the applicable Treasury Regulations, the modified debt may be considered to have been reissued to us in a debt-for-debt exchange with the borrower. In that event, we may be required to recognize income to the extent the principal amount of the modified debt exceeds our adjusted tax basis in the unmodified debt, and would hold the modified loan with a cost basis equal to its principal amount for U.S. federal tax purposes. To the extent that such modifications are made with respect to a debt instrument held by a TRS treated as a dealer as described above, such a TRS would be required at the end of each taxable year, including the taxable year in which such modification was made, to mark the modified debt instrument to its fair market value as if the debt instrument were sold. In that case, the TRS would recognize a loss at the end of the taxable year in which the modifications were made to the extent the fair market value of such debt instrument were less than its principal amount after the modification.

In addition, in the event that any debt instruments acquired by us are delinquent as to mandatory principal and interest payments, or in the event payments with respect to a particular debt instrument are not made when due, we may nonetheless be required to continue to recognize the unpaid interest as taxable income. Similarly, we may be required to accrue interest income with respect to subordinate mortgage-backed securities at the stated rate regardless of whether corresponding cash payments are received.

Finally, we may be required under the terms of indebtedness that we incur to private lenders to use cash received from interest payments to make principal payments on that indebtedness, with the effect of recognizing income but not having a corresponding amount of cash available for distribution to holders of our securities.

Due to each of these potential timing differences between income recognition or expense deduction and cash receipts or disbursements, there is a significant risk that we may have substantial taxable income in excess of cash available for distribution. In that event, we may need to borrow funds or take other action to satisfy the REIT distribution requirements for the taxable year in which this “phantom income” is recognized. See “—Requirements for Qualification as a REIT—Annual Distribution Requirements.”

Failure to Satisfy the Gross Income Tests. If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for that year if we are entitled to relief under the Code. These relief provisions will be generally available if (1) our failure to meet these tests was due to reasonable cause and not due to willful neglect and (2) following our identification of the failure to meet the 75% and/or 95% gross income tests for any taxable year, we file a schedule with the IRS setting forth a description of each item of our gross income that satisfies the gross income tests for purposes of the 75% or 95% gross income test for such taxable year in accordance with Treasury regulations. It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. If these relief provisions are inapplicable to a particular set of circumstances, we will fail to qualify as a REIT. As discussed above, under “—Taxation of the Company as a REIT—General,” even if these relief provisions apply, a tax would be imposed based on the amount of non-qualifying income. We intend to take advantage of any and all relief provisions that are available to us to cure any violation of the income tests applicable to REITs.

Redetermined Rents, Redetermined Deductions or Excess Interest. Any redetermined rents, redetermined deductions or excess interest we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of services furnished by one of our taxable REIT subsidiaries to any of our tenants, and redetermined deductions and excess interest represent amounts that are

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deducted by a taxable REIT subsidiary for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s-length negotiations. Rents we receive will not constitute redetermined rents if they qualify for the safe harbor provisions contained in the Code. Safe harbor provisions are provided where:

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amounts are excluded from the definition of impermissible tenant service income as a result of satisfying the 1% de minimis exception;

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a taxable REIT subsidiary renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable;

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rents paid to us by tenants leasing at least 25% of the net leasable space of the REIT’s property who are not receiving services from the taxable REIT subsidiary are substantially comparable to the rents paid by the REIT’s tenants leasing comparable space who are receiving such services from the TRS and the charge for the service is separately stated; or

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the taxable REIT subsidiary’s gross income from the service is not less than 150% of the taxable REIT subsidiary’s direct cost of furnishing the service.

While we anticipate that any fees paid to our taxable REIT subsidiary for tenant services will reflect arm’s-length rates, a taxable REIT subsidiary may under certain circumstances provide tenant services which do not satisfy any of the safe-harbor provisions described above. Nevertheless, these determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect their respective incomes. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on the redetermined rent, redetermined deductions or excess interest, as applicable.

Asset Tests

At the close of each calendar quarter, we must satisfy the following tests relating to the nature and diversification of our assets. For purposes of the asset tests, a REIT is not treated as owning the stock of a qualified REIT subsidiary or an equity interest in any entity treated as a partnership otherwise disregarded for U.S. federal income tax purposes. Instead, a REIT is treated as owning its proportionate share of the assets held by such entity.

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at least 75% of the value of our total assets must be represented by some combination of “real estate assets,” cash, cash items, U.S. government securities, and, in some circumstances, stock or debt instruments purchased with new capital. For purposes of this test, real estate assets include interests in real property, such as land and buildings, leasehold interests in real property, stock of other corporations that qualify as REITs, and some types of mortgage-backed securities and mortgage loans. Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.

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not more than 25% of our total assets may be represented by securities other than those described in the first bullet above;

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Except for securities described in the first bullet above and securities in qualified REIT subsidiaries and taxable REIT subsidiaries, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.

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Except for securities described in the first bullet above and securities in qualified REIT subsidiaries and taxable REIT subsidiaries, we may not own more than 10% of any one issuer’s outstanding voting securities.

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Except for securities described in the first bullet above and securities in qualified REIT subsidiaries and taxable REIT subsidiaries, and certain types of indebtedness that are not treated as securities for purposes of this test, as discussed below, we may not own more than 10% of the total value of the outstanding securities of any one issuer.

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Not more than 25% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries.

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The 10% value test does not apply to certain “straight debt” and other excluded securities, as described in the Code, including (1) loans to individuals or estates; (2) obligations to pay rent from real property; (3) rental agreements described in Section 467 of the Code; (4) any security issued by other REITs; (5) certain securities issued by a state, the District of Columbia, a foreign government, or a political subdivision of any of the foregoing, or the Commonwealth of Puerto Rico; and (6) any other arrangement as determined by the IRS. In addition, (1) a REIT’s interest as a partner in a partnership is not considered a security for purposes of the 10% value test; (2) any debt instrument issued by a partnership (other than straight debt or other excluded security) will not be considered a security issued by the partnership if at least 75% of the partnership’s gross income is derived from sources that would qualify for the 75% REIT gross income test; and (3) any debt instrument issued by a partnership (other than straight debt or other excluded security) will not be considered a security issued by a partnership to the extent of the REIT’s interest as a partner in the partnership.

For purposes of the 10% value test, debt will meet the “straight debt” safe harbor if (1) neither us, nor any of our controlled taxable REIT subsidiaries (i.e., taxable REIT subsidiaries more than 50% of the vote or value of the outstanding stock of which is directly or indirectly owned by us), own any securities not described in the preceding paragraph that have an aggregate value greater than one percent of the issuer’s outstanding securities, as calculated under the Code, (2) the debt is a written unconditional promise to pay on demand or on a specified date a sum certain in money, (3) the debt is not convertible, directly or indirectly, into stock, and (4) the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion or similar factors. However, contingencies regarding time of payment and interest are permissible for purposes of qualifying as a straight debt security if either (1) such contingency does not have the effect of changing the effective yield of maturity, as determined under the Code, other than a change in the annual yield to maturity that does not exceed the greater of (i) 5% of the annual yield to maturity or (ii) 0.25%, or (2) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt instruments held by the REIT exceeds $1,000,000 and not more than 12 months of unaccrued interest can be required to be prepaid thereunder. In addition, debt will not be disqualified from being treated as “straight debt” solely because the time or amount of payment is subject to a contingency upon a default or the exercise of a prepayment right by the issuer of the debt, provided that such contingency is consistent with customary commercial practice.

We may invest in mortgages, including NPLs. A real estate mortgage loan that we own generally will be treated as a real estate asset for purposes of the 75% asset test if, on the date that we acquire or originate the mortgage loan, the value of the real property securing the loan is equal to or greater than the principal amount of the loan. Existing IRS guidance provides that certain rules described above that are applicable to the gross income tests may apply to determine what portion of a mortgage loan will be treated as a real estate asset if the mortgage loan is secured both by real property and other assets. Pursuant to Revenue Procedure 2011-16, the IRS has announced that it will not challenge a REIT’s treatment of a loan as a real estate asset in its entirety to the extent that the value of the loan is equal to or less than the value of the real property securing the loan at the relevant testing date. However, there are uncertainties regarding the application of the principles of Revenue Procedure 2011-16, particularly relating to the proper asset test treatment of loans acquired at a discount that increase in value during periods following the acquisition. There can be no assurance that later interpretations of or any clarifications to this Revenue Procedure will be consistent with how we currently are applying it to our REIT compliance analysis.

We believe that the assets that we hold and intend to hold will satisfy the foregoing asset test requirements. However, we have not and will not obtain independent appraisals to support our conclusions as to the value of our assets. Moreover, the value of some assets may not be susceptible to a precise determination. As a result, there can be no assurance that the IRS will not contend that our ownership of assets violates one or more of the asset tests applicable to REITs in which case we might not satisfy the 75% asset test and the other asset tests and could fail to qualify as a REIT.

Failure to Satisfy the Asset Tests. The asset tests must be satisfied not only on the last day of the calendar quarter in which we, directly or through pass-through subsidiaries, acquire securities in the applicable issuer, but

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also on the last day of the calendar quarter in which we increase our ownership of securities of such issuer, including as a result of increasing our interest in pass-through subsidiaries. After initially meeting the asset tests at the close of any quarter, we will not lose our status as a REIT for failure to satisfy the asset tests solely by reason of changes in the relative values of our assets. If failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, we can cure this failure by disposing of sufficient non-qualifying assets within 30 days after the close of that quarter. We believe that we have maintained and we intend to continue to maintain adequate records of the value of our assets to ensure compliance with the asset tests and we intend to take any available action within 30 days after the close of any quarter as may be required to cure any noncompliance with the asset tests. Although we plan to take steps to ensure that we satisfy such tests for any quarter with respect to which testing is to occur, there can be no assurance that such steps will always be successful. If we fail to timely cure any noncompliance with the asset tests, we would cease to qualify as a REIT, unless we satisfy certain relief provisions.

The failure to satisfy the 5% asset test, or the 10% vote or value asset tests can be remedied even after the 30-day cure period under certain circumstances. Specifically, if we fail these asset tests at the end of any quarter and such failure is not cured within 30 days thereafter, we may dispose of sufficient assets (generally within six months after the last day of the quarter in which our identification of the failure to satisfy these asset tests occurred) to cure such a violation that does not exceed the lesser of 1% of our assets at the end of the relevant quarter or $10,000,000. If we fail any of the other asset tests or our failure of the 5% and 10% asset tests is in excess of the de minimis amount described above, as long as such failure was due to reasonable cause and not willful neglect, we are permitted to avoid disqualification as a REIT, after the 30-day cure period, by taking steps including the disposing of sufficient assets to meet the asset test (generally within six months after the last day of the quarter in which our identification of the failure to satisfy the REIT asset test occurred), paying a tax equal to the greater of $50,000 or the highest corporate income tax rate of the net income generated by the non-qualifying assets during the period in which we failed to satisfy the asset test, and filing in accordance with applicable Treasury regulations a schedule with the IRS that describes the assets that caused us to fail to satisfy the asset test(s). We intend to take advantage of any and all relief provisions that are available to us to cure any violation of the asset tests applicable to REITs. In certain circumstances, utilization of such provisions could result in us being required to pay an excise or penalty tax, which could be significant in amount.

Annual Distribution Requirements

To qualify as a REIT, we are required to distribute dividends, other than capital gain dividends, to our shareholders each year in an amount at least equal to:

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the sum of: (1) 90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and our net capital gain; and (2) 90% of our after tax net income, if any, from foreclosure property; minus

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the sum of specified items of non-cash income.

For purposes of this test, non-cash income means income attributable to leveled stepped rents, original issue discount included in our taxable income without the receipt of a corresponding payment, cancellation of indebtedness or a like-kind exchange that is later determined to be taxable.

We generally must make dividend distributions in the taxable year to which they relate. Dividend distributions may be made in the following year in two circumstances. First, if we declare a dividend in October, November, or December of any year with a record date in one of these months and pay the dividend on or before January 31 of the following year. Such distributions are treated as both paid by us and received by each shareholder on December 31 of the year in which they are declared. Second, distributions may be made in the following year if they are declared before we timely file our tax return for the year and if made with or before the first regular dividend payment after such declaration. These distributions are taxable to our shareholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement.

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In order for distributions to be counted as satisfying the annual distribution requirement for REITs, and to provide us with a REIT-level tax deduction, the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is (1) pro rata among all outstanding shares within a particular class, and (2) in accordance with the preferences among different classes of shares as set forth in our organizational documents.

To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be required to pay tax on that amount at regular corporate tax rates. We believe that we have made and we intend to continue to make timely distributions sufficient to satisfy these annual distribution requirements. In certain circumstances we may elect to retain, rather than distribute, our net long-term capital gains and pay tax on such gains. In this case, we could elect for our shareholders to include their proportionate share of such undistributed long-term capital gains in income, and to receive a corresponding credit for their share of the tax that we paid. Our shareholders would then increase their adjusted basis of their shares by the difference between (1) the amounts of capital gain dividends that we designated and that they included in their taxable income, minus (2) the tax that we paid on their behalf with respect to that income.

To the extent that in the future we may have available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Such losses, however, (1) will generally not affect the character, in the hands of our shareholders, of any distributions that are actually made as ordinary dividends or capital gains; and (2) cannot be passed through or used by our shareholders. See “—Taxation of U.S. Shareholders—Taxation of Taxable U.S. Shareholders—Distributions Generally.”

If we fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for such year, (b) 95% of our REIT capital gain net income for such year, and (c) any undistributed taxable income from prior periods, we would be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (x) the amounts actually distributed, and (y) the amounts of income we retained and on which we paid corporate income tax.

In addition, if we were to recognize “built-in-gain” (as defined below) on the disposition of any assets acquired from a “C” corporation in a transaction in which our basis in the assets was determined by reference to the “C” corporation’s basis (for instance, if the assets were acquired in a tax-free reorganization), we would be required to distribute at least 90% of the built-in-gain net of the tax we would pay on such gain. “Built-in-gain” is the excess of (a) the fair market value of the asset (measured at the time of acquisition) over (b) the basis of the asset (measured at the time of acquisition).

We expect that our REIT taxable income (determined before our deduction for dividends paid) will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we will generally have sufficient cash or liquid assets to enable us to satisfy the distribution requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of expenses in arriving at our taxable income. If these timing differences occur, we may need to arrange for short-term, or possibly long-term, borrowings or need to pay dividends in the form of taxable dividends in order to meet the distribution requirements.

We may be able to rectify a failure to meet the distribution requirement for a year by paying “deficiency dividends” to our shareholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends. However, we will be required to pay interest to the IRS based upon the amount of any deduction claimed for deficiency dividends.

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Record-Keeping Requirements

We are required to comply with applicable record-keeping requirements. Failure to comply could result in monetary fines.

Failure to Qualify as a REIT

If we fail to satisfy one or more requirements for REIT qualification other than gross income and asset tests that have the specific savings clauses, we can avoid termination of our REIT qualification by paying a penalty of $50,000 for each such failure, provided that our noncompliance was due to reasonable cause and not willful neglect.

If we fail to qualify for taxation as a REIT in any taxable year and the relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. If we fail to qualify for taxation as a REIT, we will not be required to make any distributions to shareholders, and any distributions that are made to shareholders will not be deductible by us. As a result, our failure to qualify for taxation as a REIT would significantly reduce the cash available for distributions by us to our shareholders. In addition, if we fail to qualify for taxation as a REIT, all distributions to shareholders, to the extent of our current and accumulated earnings and profits, will be taxable as regular corporate dividends, which means that shareholders taxed as individuals currently would receive qualified dividend income that would be taxed at capital gains rates, and corporate shareholders generally would be entitled to a dividends received deduction with respect to such dividends. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. There can be no assurance that we would be entitled to any statutory relief. We intend to take advantage of any and all relief provisions that are available to us to cure any violation of the requirements applicable to REITs.

Tax Aspects of Our Ownership of Interests in our Operating Partnership and other Partnerships and Limited Liability Companies

General

Substantially all of our investments are and will continue to be owned indirectly through our operating partnership. In addition, our operating partnership holds certain of its investments indirectly through subsidiary partnerships and limited liability companies that we are classified as partnerships or as disregarded entities for U.S. federal income tax purposes. In general, entities that are classified as partnerships or as disregarded entities for U.S. federal income tax purposes are “pass-through” entities which are not required to pay U.S. federal income tax. Rather, partners or members of such entities are allocated their pro rata shares of the items of income, gain, loss, deduction and credit of the entity, and are required to include these items in calculating their U.S. federal income tax liability, without regard to whether the partners or members receive a distribution of cash from the entity. We include in our income our pro rata share of the foregoing items for purposes of the various REIT gross income tests and in the computation of our REIT taxable income. Moreover, for purposes of the REIT asset tests, we include our pro rata share of assets, based on capital interests, of assets held by our operating partnership, including its share of its subsidiary partnerships and limited liability companies. See “—Requirements for Qualification as a REIT—Effect of Subsidiary Entities—Ownership of Interests in Partnerships and Limited Liability Companies.”

Entity Classification

Our interests in our operating partnership and the subsidiary partnerships and limited liability companies involve special tax considerations, including the possibility that the IRS might challenge the status of one or more of these entities as a partnership or disregarded entity, and assert that such entity is an association taxable as a corporation for U.S. federal income tax purposes. If our operating partnership, or a subsidiary partnership or

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limited liability company, were treated as an association, it would be taxable as a corporation and would be required to pay an entity-level tax on its income. In this situation, the character of our assets and items of gross income could change and could preclude us from satisfying the REIT asset tests and possibly the REIT income tests. See “—Requirements for Qualification as a REIT—Gross Income Tests,” and “—Asset Tests.” This, in turn, would prevent us from qualifying as a REIT. See “—Failure to Qualify as a REIT” for a discussion of the effect of our failure to meet these tests for a taxable year. In addition, a change in our operating partnership’s or a subsidiary partnership’s or limited liability company’s status as a partnership for tax purposes might be treated as a taxable event. If so, we might incur a tax liability without any related cash distributions.

We believe our operating partnership and each of our other partnerships and limited liability companies (other than our taxable REIT subsidiaries) is properly treated for U.S. federal income tax purposes as a partnership or disregarded entity. Pursuant to Treasury regulations under Section 7701 of the Code, a partnership is treated as a partnership for U.S. federal income tax purposes unless it elects to be treated as a corporation or would be treated as a corporation because it is a “publicly traded partnership.” A “publicly traded partnership” is any partnership (i) the interests in which are traded on an established securities market or (ii) the interests in which are readily tradable on a “secondary market or the substantial equivalent thereof.”

Our company and our operating partnership intend to take the reporting position for U.S. federal income tax purposes that our operating partnership is not a publicly traded partnership. There is a risk, however, that the right of a holder of operating partnership units to redeem the units for common shares could cause operating partnership units to be considered readily tradable on the substantial equivalent of a secondary market. Under the relevant Treasury regulations, interests in a partnership will not be considered readily tradable on a secondary market or on the substantial equivalent of a secondary market if the partnership qualifies for specified “safe harbors,” which are based on the specific facts and circumstances relating to the partnership. We and our operating partnership believe that our operating partnership has qualified and will qualify for at least one of these safe harbors at all times in the foreseeable future. Our operating partnership cannot provide any assurance that it will continue to qualify for one of the safe harbors mentioned above.

If our operating partnership is a publicly traded partnership, it will be taxed as a corporation unless at least 90% of its gross income consists of “qualifying income” under Section 7704 of the Code. Qualifying income is generally real property rents and other types of passive income. We believe that our operating partnership has sufficient qualifying income so that it would be taxed as a partnership, even if it were a publicly traded partnership. The income requirements applicable to us in order for us to qualify as a REIT under the Code and the definition of qualifying income under the publicly traded partnership rules are very similar. Although differences exist between these two income tests, we do not believe that these differences would cause our operating partnership not to satisfy the 90% gross income test applicable to publicly traded partnerships.

If our operating partnership were taxable as a corporation, most, if not all, of the tax consequences described herein would be inapplicable. In particular, we would not qualify as a REIT because the value of our ownership interest in our operating partnership would exceed 5% of our assets and we would be considered to hold more than 10% of the voting securities (and more than 10% of the value of the outstanding securities) of another corporation (see “—Requirements for Qualification as a REIT—Asset Tests” above). In this event, the value of our common shares could be materially adversely affected (see “—Failure to Qualify as a REIT” above).

Allocations of Partnership Income, Gain, Loss and Deduction

The partnership agreement of our operating partnership generally provides that items of operating income and loss will be allocated to the holders of units in proportion to the number of units held by each such unit holder. Certain limited partners may agree in the future to guarantee debt of our operating partnership, either directly or indirectly through an agreement to make capital contributions to our operating partnership under limited circumstances. As a result of these guarantees or contribution agreements, such limited partners could under limited circumstances be allocated net loss that would have otherwise been allocable to us.

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If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Our operating partnership’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations promulgated under this section of the Code.

Tax Allocations with Respect to the Properties

Under Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership, must be allocated in a manner so that the contributing partner is charged with the unrealized gain or benefits from the unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss is generally equal to the difference between the fair market value or book value and the adjusted tax basis of the property at the time of contribution. These allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. The partnership agreement requires that these allocations be made in a manner consistent with Section 704(c) of the Code.

Treasury regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of accounting for book-tax differences. We and our operating partnership anticipate that we will use the “traditional method” for accounting for book-tax differences for properties contributed to our operating partnership by AH LLC. Under the traditional method, which is the least favorable method from our perspective, the carryover basis of contributed properties in the hands of our operating partnership (i) may cause us to be allocated lower amounts of depreciation and other deductions for tax purposes than would be allocated to us if all contributed properties were to have a tax basis equal to their fair market value at the time of the contribution and (ii) in the event of a sale of such properties, could cause us to be allocated taxable gain in excess of our corresponding economic or book gain (or taxable loss that is less than our economic or book loss) with respect to the sale, with a corresponding benefit to the contributing partners. Therefore, the use of the traditional method could result in our having taxable income that is in excess of economic income and our cash distributions from our operating partnership. This excess taxable income is sometimes referred to as “phantom income” and will be subject to the REIT distribution requirements described in “—Annual Distribution Requirements.” Because we rely on our cash distributions from our operating partnership to meet the REIT distribution requirements, the phantom income could adversely affect our ability to comply with the REIT distribution requirements and cause our shareholders to recognize additional dividend income without an increase in distributions. See “—Requirements for Qualification as a REIT” and “Requirements for Qualification as a REIT—Annual Distribution Requirements.” We anticipate that we and our operating partnership will use the traditional method to account for book-tax differences for other properties acquired by our operating partnership in the future. Any property acquired by our operating partnership in a taxable transaction will initially have a tax basis equal to its fair market value and, accordingly, Section 704(c) of the Code will not apply.

Taxation of U.S. Shareholders

Taxation of Taxable U.S. Shareholders

This section summarizes the taxation of U.S. shareholders that are not tax-exempt organizations. For these purposes, the term “U.S. shareholder” is a beneficial owner of our common shares that is, for U.S. federal income tax purposes:

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a citizen or resident of the United States;

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a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of a political subdivision thereof (including the District of Columbia);

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in place to be treated as a U.S. person.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common shares, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding our common shares should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of the acquisition, ownership and disposition of our common shares by the partnership.

Distributions Generally. So long as we qualify as a REIT, distributions out of our current or accumulated earnings and profits that are not designated as capital gains dividends or “qualified dividend income” will be taxable to our taxable U.S. shareholders as ordinary income and will not be eligible for the dividends-received deduction in the case of U.S. shareholders that are corporations. For purposes of determining whether distributions to holders of common shares are out of current or accumulated earnings and profits, our earnings and profits will be allocated first to any outstanding preferred shares and then to our outstanding common shares. Dividends received from REITs are generally not eligible to be taxed at the preferential qualified dividend income rates currently available to individual U.S. shareholders who receive dividends from taxable subchapter “C” corporations.

Capital Gain Dividends. We may elect to designate distributions of our net capital gain as “capital gain dividends.” Distributions that we properly designate as “capital gain dividends” will be taxable to our taxable U.S. shareholders as long-term capital gains without regard to the period for which the U.S. shareholder that receives such distribution has held its common shares. Designations made by us will only be effective to the extent that they comply with Revenue Ruling 89-81, which requires that distributions made to different classes of shares be composed proportionately of dividends of a particular type. If we designate any portion of a dividend as a capital gain dividend, a U.S. shareholder will receive an IRS Form 1099-DIV indicating the amount that will be taxable to the shareholder as capital gain. Corporate shareholders, however, may be required to treat up to 20% of some capital gain dividends as ordinary income. Recipients of capital gain dividends from us that are taxed at corporate income tax rates will be taxed at the normal corporate income tax rates on these dividends.

We may elect to retain and pay taxes on some or all of our net long-term capital gains, in which case U.S. shareholders will be treated as having received, solely for U.S. federal income tax purposes, our undistributed capital gains as well as a corresponding credit or refund, as the case may be, for taxes that we paid on such undistributed capital gains. A U.S. shareholder will increase the basis in its shares by the difference between the amount of capital gain included in its income and the amount of tax it is deemed to have paid. A U.S. shareholder that is a corporation will appropriately adjust its earnings and profits for the retained capital gain in accordance with Treasury regulations to be prescribed by the IRS. Our earnings and profits will be adjusted appropriately.

We will classify portions of any designated capital gain dividend or undistributed capital gain as either:

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a long-term capital gain distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 20%, and taxable to U.S. shareholders that are corporations at a maximum rate of 35%;

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an “unrecaptured Section 1250 gain” distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 25%, to the extent of previously claimed depreciation deductions.

Distributions from us in excess of our current and accumulated earnings and profits will not be taxable to a U.S. shareholder to the extent that they do not exceed the adjusted basis of the U.S. shareholder’s shares in respect of which the distributions were made. Rather, the distribution will reduce the adjusted basis of these shares. To the extent that such distributions exceed the adjusted basis of a U.S. shareholder’s common shares, the

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U.S. shareholder generally must include such distributions in income as long-term capital gain, or short-term capital gain if the common shares have been held for one year or less. In addition, any dividend that we declare in October, November or December of any year and that is payable to a shareholder of record on a specified date in any such month will be treated as both paid by us and received by the shareholder on December 31 of such year, provided that we actually pay the dividend before the end of January of the following calendar year.

To the extent that we have available net operating losses and capital losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. See “—Taxation of the Company as a REIT” and “—Requirements for Qualification as a REIT—Annual Distribution Requirements.” Such losses, however, are not passed through to U.S. shareholders and do not offset income of U.S. shareholders from other sources, nor would such losses affect the character of any distributions that we make, which are generally subject to tax in the hands of U.S. shareholders to the extent that we have current or accumulated earnings and profits.

Qualified Dividend Income. With respect to U.S. shareholders who are taxed at the rates applicable to individuals, we may elect to designate a portion of our distributions paid to shareholders as “qualified dividend income.” A portion of a distribution that is properly designated as qualified dividend income is taxable to non-corporate U.S. shareholders as capital gain, provided that the shareholder has held the shares with respect to which the distribution is made for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which such shares become ex-dividend with respect to the relevant distribution. The maximum amount of our distributions eligible to be designated as qualified dividend income for a taxable year is equal to the sum of:

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the qualified dividend income received by us during such taxable year from non-REIT “C” corporations (including our taxable REIT subsidiaries);

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the excess of any “undistributed” REIT taxable income recognized during the immediately preceding year over the U.S. federal income tax paid by us with respect to such undistributed REIT taxable income; and

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the excess of (i) any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired in a carry-over basis transaction from a “C” corporation with respect to which the Company is required to pay U.S. federal income tax, over (ii) the U.S. federal income tax paid by us with respect to such built-in gain.

Generally, dividends that we receive will be treated as qualified dividend income for purposes of the first bullet above if (A) the dividends are received from (i) a U.S. corporation (other than a REIT or a RIC), (ii) any of our taxable REIT subsidiaries, or (iii) a “qualifying foreign corporation,” and (B) specified holding period requirements and other requirements are met. A foreign corporation (other than a “foreign personal holding company,” a “foreign investment company,” or “passive foreign investment company”) will be a qualifying foreign corporation if it is incorporated in a possession of the United States, the corporation is eligible for benefits of an income tax treaty with the United States that the Secretary of Treasury determines is satisfactory, or the stock of the foreign corporation on which the dividend is paid is readily tradable on an established securities market in the United States. We generally expect that an insignificant portion, if any, of our distributions from us will consist of qualified dividend income. If we designate any portion of a dividend as qualified dividend income, a U.S. shareholder will receive an IRS Form 1099-DIV indicating the amount that will be taxable to the shareholder as qualified dividend income.

Passive Activity Losses and Investment Interest Limitations. Distributions we make and gain arising from the sale or exchange by a U.S. shareholder of our common shares will not be treated as passive activity income. As a result, U.S. shareholders generally will not be able to apply any “passive losses” against this income or gain. Distributions we make, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation. A U.S. shareholder may elect, depending on its particular situation, to treat capital gain dividends, capital gains from the disposition

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of common shares and income designated as qualified dividend income as investment income for purposes of the investment interest limitation, in which case the applicable capital gains will be taxed at ordinary income rates. We will notify shareholders regarding the portions of our distributions for each year that constitute ordinary income, return of capital and qualified dividend income.

Dispositions of Our Shares. If a U.S. shareholder sells or otherwise disposes of its common shares in a taxable transaction (other than redemption), it will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the holder’s adjusted basis in the common shares for tax purposes. In general, a U.S. shareholder’s adjusted basis will equal the U.S. shareholder’s acquisition cost, increased by the excess for net capital gains deemed distributed to the U.S. shareholder (discussed above) less tax deemed paid on it and reduced by returns on capital.

In general, capital gains recognized by individuals and other non-corporate U.S. shareholders upon the sale or disposition of our common shares will be subject to a maximum U.S. federal income tax rate of 20%, if our common shares are held for more than one year, and will be taxed at ordinary income rates of up to 39.6% if our common shares are held for one year or less. Gains recognized by U.S. shareholders that are corporations are subject to U.S. federal income tax at a maximum rate of 35%, whether or not such gains are classified as long-term capital gains. The IRS has the authority to prescribe, but has not yet prescribed, Treasury regulations that would apply a capital gain tax rate of 25% (which is higher than the long-term capital gain tax rates for non-corporate U.S. shareholders) to a portion of capital gain realized by a non-corporate U.S. shareholder on the sale of the Company’s common shares that would correspond to the REIT’s “unrecaptured Section 1250 gain.” U.S. shareholders should consult with their own tax advisors with respect to their capital gain tax liability.

Capital losses recognized by a U.S. shareholder upon the disposition of our common shares that were held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain income of the shareholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of our common shares by a U.S. shareholder who has held the common shares for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of distributions that we make that are required to be treated by the U.S. shareholder as long-term capital gain.

If a shareholder recognizes a loss upon a subsequent disposition of our common shares in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These regulations, though directed towards “tax shelters,” are broadly written, and apply to transactions that would not typically be considered tax shelters. The Code imposes significant penalties for failure to comply with these requirements. U.S. shareholders should consult their tax advisors concerning any possible disclosure obligation with respect to the receipt or disposition of our common shares, or transactions that we might undertake directly or indirectly.

Medicare Tax on Unearned Income. The Health Care and Reconciliation Act of 2010 requires certain U.S. shareholders that are individuals, estates or trusts to pay an additional 3.8% tax on “net investment income,” which includes, among other things, dividends on and gains from the sale or other disposition of REIT shares. U.S. shareholders should consult their own tax advisors regarding this legislation.

Taxation of Tax Exempt Shareholders

U.S. tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. Such entities, however, may be subject to taxation on their unrelated business taxable income, or UBTI. While some investments in real estate may generate UBTI, the IRS has ruled that dividend distributions from a REIT to a tax-exempt entity generally do not constitute UBTI. Based on that ruling, and provided that (1) a tax-exempt shareholder has not held our

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common shares as “debt financed property” within the meaning of the Code (i.e., where the acquisition or holding of the property is financed through a borrowing by the U.S. tax-exempt shareholder), (2) our common shares is not otherwise used in an unrelated trade or business, and (3) we do not hold an asset that gives rise to “excess inclusion income,” distributions that we make and income from the sale of our common shares generally should not give rise to UBTI to a U.S. tax-exempt shareholder.

Tax-exempt shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, or qualified group legal services plans exempt from U.S. federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) or (c)(20) of the Code, respectively, or single parent title-holding corporations exempt under Section 501(c)(2) and whose income is payable to any of the aforementioned tax-exempt organizations, are subject to different UBTI rules, which generally require such shareholders to characterize distributions from us as UBTI unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for certain purposes so as to offset the income generated by its investment in our common shares. These shareholders should consult with their tax advisors concerning these set aside and reserve requirements.

In certain circumstances, a pension trust (1) that is described in Section 401(a) of the Code, (2) is tax exempt under Section 501(a) of the Code, and (3) that owns more than 10% of our common shares could be required to treat a percentage of the dividends as UBTI, if we are a “pension-held REIT.” We will not be a pension-held REIT unless:

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either (1) one pension trust owns more than 25% of the value of our common shares, or (2) one or more pension trusts, each individually holding more than 10% of the value of our common shares, collectively own more than 50% of the value of our common shares; and

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we would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that shares owned by such trusts shall be treated, for purposes of the requirement that not more than 50% of the value of the outstanding shares of a REIT are owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities), as owned by the beneficiaries of such trusts.

The percentage of any REIT dividend from a “pension-held REIT” that is treated as UBTI is equal to the ratio of the UBTI earned by the REIT, treating the REIT as if it were a pension trust and therefore subject to tax on UBTI, to the total gross income of the REIT. An exception applies where the percentage is less than 5% for any year. In which case none of the dividends would be treated as UBTI. The provisions requiring pension trusts to treat a portion of REIT distributions as UBTI will not apply if the REIT is able to satisfy the “not closely held requirement” without relying upon the “look-through” exception with respect to pension trusts. As a result of certain limitations on the transfer and ownership of our common and preferred shares contained in our declaration of trust, we do not expect to be classified as a “pension-held REIT,” and accordingly, the tax treatment described above with respect to pension-held REITs should be inapplicable to our tax-exempt shareholders.

Prospective shareholders who are tax-exempt organizations should consult with their tax-advisors regarding the tax consequences of investing in our common shares.

Taxation of Non-U.S. Shareholders

The following discussion addresses the rules governing U.S. federal income taxation of non-U.S. shareholders. For purposes of this summary, “non-U.S. shareholder” is a beneficial owner of our common shares that is not a U.S. shareholder (as defined above under “—Taxation of Taxable U.S. Shareholders”) or an entity that is treated as a partnership for U.S. federal income tax purposes. These rules are complex, and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of U.S. federal income taxation and does not address state local or foreign tax consequences that may be relevant to a non-U.S. shareholder in light of its particular circumstances.

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Distributions Generally. As described in the discussion below, distributions paid by us with respect to our common shares will be treated for U.S. federal income tax purposes as either:

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ordinary income dividends;

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long-term capital gain; or

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return of capital distributions.

This discussion assumes that our common shares will be considered regularly traded on an established securities market for purposes of the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, provisions described below. If our common shares are no longer regularly traded on an established securities market, the tax considerations described below would materially differ.

Ordinary Income Dividends . A distribution paid by us to a non-U.S. shareholder will be treated as an ordinary income dividend if the distribution is payable out of our earnings and profits and:

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the distribution is not attributable to our net capital gain; or

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the distribution is attributable to our net capital gain from the sale of U.S. Real Property Interests, or “USRPIs,” and the non-U.S. shareholder owns 5% or less of the value of our common shares at all times during the one—year period ending on the date of the distribution.

In general, non-U.S. shareholders will not be considered to be engaged in a U.S. trade or business solely as a result of their ownership of our shares. In cases where the dividend income from a non-U.S. shareholder’s investment in our common shares is, or is treated as, effectively connected with the non-U.S. shareholder’s conduct of a U.S. trade or business, the non-U.S. shareholder generally will be subject to U.S. federal income tax at graduated rates, in the same manner as U.S. shareholders are taxed with respect to such dividends. Such income must generally be reported on a U.S. income tax return filed by or on behalf of the non-U.S. shareholder. The income may also be subject to the 30% branch profits tax in the case of a non-U.S. shareholder that is a corporation.

Generally, we will withhold and remit to the IRS 30% of dividend distributions (including distributions that may later be determined to have been made in excess of current and accumulated earnings and profits) that could not be treated as capital gain distributions with respect to the non-U.S. shareholder (and that are not deemed to be capital gain dividends for purposes of the FIRPTA withholding rules described below) unless:

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a lower treaty rate applies and the non-U.S. shareholder files an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, evidencing eligibility for that reduced treaty rate with us; or

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the non-U.S. shareholder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. shareholder’s trade or business.

Return of Capital Distributions. Unless (A) our common shares constitute a USRPI, as described in “—Dispositions of Our Shares” below, or (B) either (1) the non-U.S. shareholder’s investment in our common shares is effectively connected with a U.S. trade or business conducted by such non-U.S. shareholder (in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to such gain) or (2) the non-U.S. shareholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States (in which case the non-U.S. shareholder will be subject to a 30% tax on the individual’s net capital gain for the year), distributions that we make which are not dividends out of our earnings and profits will not be subject to U.S. federal income tax. If we cannot determine at the time a distribution is made whether or not the distribution will exceed current and accumulated earnings and profits, the distribution will be subject to withholding at the rate applicable to dividends. The non-U.S. shareholder may seek a refund from the IRS of any amounts withheld if it subsequently is determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits. If

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our common shares constitute a USRPI, as described below, distributions that we make in excess of the sum of (1) the non-U.S. shareholder’s proportionate share of our earnings and profits, and (2) the non-U.S. shareholder’s basis in its shares, will be taxed under FIRPTA at the rate of tax, including any applicable capital gains rates, that would apply to a U.S. shareholder of the same type (e.g., an individual or a corporation, as the case may be), and the collection of the tax will be enforced by a refundable withholding tax at a rate of 10% of the amount by which the distribution exceeds the shareholder’s share of our earnings and profits.

Capital Gain Dividends. A distribution paid by us to a non-U.S. shareholder will be treated as long-term capital gain if the distribution is paid out of our current or accumulated earnings and profits and:

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the distribution is attributable to our net capital gain (other than from the sale of USRPIs) and we timely designate the distribution as a capital gain dividend; or

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the distribution is attributable to our net capital gain from the sale of USRPIs and the non-U.S. common shareholder owns more than 5% of the value of common shares at any point during the one-year period ending on the date on which the distribution is paid.

Long-term capital gain that a non-U.S. shareholder is deemed to receive from a capital gain dividend that is not attributable to the sale of USRPIs generally will not be subject to U.S. federal income tax in the hands of the non-U.S. shareholder unless:

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the non-U.S. shareholder’s investment in our common shares is effectively connected with a U.S. trade or business of the non-U.S. shareholder, in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to any gain, except that a non-U.S. shareholder that is a corporation also may be subject to the 30% branch profits tax; or

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the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States in which case the nonresident alien individual will be subject to a 30% tax on his capital gains.

Under FIRPTA, distributions that are attributable to net capital gain from the sale by us of USRPIs and paid to a non-U.S. shareholder that owns more than 5% of the value of our common shares at any time during the one-year period ending on the date on which the distribution is paid will be subject to U.S. tax as income effectively connected with a U.S. trade or business. The FIRPTA tax will apply to these distributions whether or not the distribution is designated as a capital gain dividend, and, in the case of a non-U.S. shareholder that is a corporation, such distributions also may be subject to the 30% branch profits tax.

Any distribution paid by us that is treated as a capital gain dividend or that could be treated as a capital gain dividend with respect to a particular non-U.S. shareholder will be subject to special withholding rules under FIRPTA. We will withhold and remit to the IRS 35% of any distribution that could be treated as a capital gain dividend with respect to the non-U.S. shareholder, to the extent that the distribution is attributable to the sale by us of USRPIs. The amount withheld is creditable against the non-U.S. shareholder’s U.S. federal income tax liability or refundable when the non-U.S. shareholder properly and timely files a tax return with the IRS.

Undistributed Capital Gain. Although the law is not entirely clear on the matter, it appears that amounts designated by us as undistributed capital gains in respect of our common shares held by non-U.S. shareholders generally should be treated in the same manner as actual distributions by us of capital gain dividends. Under this approach, the non-U.S. shareholder would be able to offset as a credit against their U.S. federal income tax liability resulting therefrom their proportionate share of the tax paid by us on the undistributed capital gains treated as long-term capital gains to the non-U.S. shareholder, and generally receive from the IRS a refund to the extent their proportionate share of the tax paid by us were to exceed the non-U.S. shareholder’s actual U.S. federal income tax liability on such long-term capital gain. If we were to designate any portion of our net capital gain as undistributed capital gain, a non-U.S. shareholder should consult its tax advisors regarding taxation of such undistributed capital gain.

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Dispositions of Our Shares. Unless our common shares constitute a USRPI, a sale of our common shares by a non-U.S. shareholder generally will not be subject to U.S. federal income taxation under FIRPTA. Generally, with respect to any particular shareholder, our common shares will constitute a USRPI only if each of the following three statements is true:

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Fifty percent or more of our assets on any of certain testing dates during a prescribed testing period consist of interests in real property located within the United States, excluding for this purpose, interests in real property solely in a capacity as creditor (which we expect to be the case);

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We are not a “domestically-controlled qualified investment entity.” A domestically-controlled qualified investment entity includes a REIT, less than 50% of value of which is held directly or indirectly by non-U.S. shareholders at all times during a specified testing period, Although we believe that we are and will remain a domestically-controlled REIT, because our shares are publicly traded we cannot make any assurance that we are or will remain a domestically-controlled qualified investment entity; and

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Either (a) our common shares are not “regularly traded,” as defined by applicable Treasury regulations, on an established securities market; or (b) our common shares are “regularly traded” on an established securities market and the selling non-U.S. shareholder has held over 5% of our outstanding common shares any time during the five-year period ending on the date of the sale.

Specific wash sales rules applicable to sales of shares in a domestically-controlled REIT could result in gain recognition, taxable under FIRPTA, upon the sale of our common shares even if we are a domestically-controlled qualified investment entity. These rules would apply if a non-U.S. shareholder (1) disposes of our common shares within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been taxable to such non-U.S. shareholder as gain from the sale or exchange of a USRPI, and (2) acquires, or enters into a contract or option to acquire, other common shares during the 61-day period that begins 30 days prior to such ex-dividend date.

If gain on the sale of our common shares was subject to taxation under FIRPTA, the non-U.S. shareholder would be required to file a U.S. federal income tax return and would be subject to the same treatment as a U.S. shareholder with respect to such gain, subject to the applicable alternative minimum tax and a special alternative minimum tax in the case of non-resident alien individuals, and the purchaser of the common shares could be required to withhold 10% of the purchase price and remit such amount to the IRS.

Gain from the sale of our common shares that would not otherwise be subject to FIRPTA will nonetheless be taxable in the United States to a non-U.S. shareholder as follows: (1) if the non-U.S. shareholder’s investment in our common shares is effectively connected with a U.S. trade or business conducted by such non-U.S. shareholder, the non-U.S. shareholder will be subject to the same treatment as a U.S. shareholder with respect to such gain, or (2) if the non-U.S. shareholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the United States, the nonresident alien individual will be subject to a 30% tax on the individual’s capital gain.

Information Reporting and Backup Withholding Tax Applicable to Shareholders

U.S. Shareholders—Generally

In general, information-reporting requirements will apply to payments of distributions on our common shares and payments of the proceeds of the sale of our common shares to some U.S. shareholders, unless an exception applies. Further, the payer will be required to withhold backup withholding tax on such payments (currently at the rate of 28%) if:

(1)

the payee fails to furnish a taxpayer identification number, or TIN, to the payer or to establish an exemption from backup withholding;

(2)

the IRS notifies the payer that the TIN furnished by the payee is incorrect;

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(3)

there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Code; or

(4)

there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Code.

Some shareholders may be exempt from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a shareholder will be allowed as a credit against the shareholder’s U.S. federal income tax liability and may entitle the shareholder to a refund, provided that the required information is furnished to the IRS.

U.S. Shareholders—Legislation Relating To Foreign Accounts

Under the Hiring Incentives to Restore Employment Act (enacted in March 2010), certain future payments made to “foreign financial institutions” and “non-financial foreign entities” may be subject to withholding at a rate of 30%. U.S. shareholders should consult their tax advisors regarding the effect, if any, of this new legislation on their ownership and disposition of their common shares. See “—Information Reporting and Backup Withholding Tax Applicable to Shareholders—Non-U.S. Shareholders—Withholding on Payments to Certain Foreign Entities.”

Non-U.S. Shareholders—Generally

Generally, information reporting will apply to payments of distributions on our common shares, and backup withholding described above for a U.S. shareholder will apply, unless the payee certifies that it is not a U.S. person or otherwise establishes an exemption. The payment of the proceeds from the disposition of our common shares to or through the U.S. office of a U.S. or foreign broker will be subject to information reporting and, possibly, backup withholding as described above for U.S. shareholders, or the withholding tax for non-U.S. shareholders, as applicable, unless the non-U.S. shareholder certifies as to its non-U.S. status or otherwise establishes an exemption, provided that the broker does not have actual knowledge that the shareholder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The proceeds of the disposition by a non-U.S. shareholder of our common shares to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is a U.S. person, a controlled foreign corporation for U.S. federal income tax purposes, or a foreign person 50% or more of whose gross income from all sources for specified periods is from activities that are effectively connected with a U.S. trade or business, a foreign partnership 50% or more of whose interests are held by partners who are U.S. persons, or a foreign partnership that is engaged in the conduct of a trade or business in the United States, then information reporting generally will apply as though the payment was made through a U.S. office of a U.S. or foreign broker unless the broker has documentary evidence as to the non-U.S. shareholder’s foreign status and has no actual knowledge to the contrary.

Applicable Treasury regulations provide presumptions regarding the status of shareholders when payments to the shareholders cannot be reliably associated with appropriate documentation provided to the payer. If a non-U.S. shareholder fails to comply with the information reporting requirement, payments to such person may be subject to the full withholding tax even if such person might have been eligible for a reduced rate of withholding or no withholding under an applicable income tax treaty. Because the application of these Treasury regulations varies depending on the non-U.S. shareholder’s particular circumstances, non-U.S. shareholders are urged to consult their tax advisor regarding the information reporting requirements applicable to them.

Backup withholding is not an additional tax. Any amounts that we withhold under the backup withholding rules will be refunded or credited against the non-U.S. shareholder’s federal income tax liability if certain required information is furnished to the IRS. Non-U.S. shareholders should consult their own tax advisors regarding application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury regulations.

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Non-U.S. Shareholders—Withholding on Payments to Certain Foreign Entities

The Foreign Account Tax Compliance Act (“FATCA”), which was enacted in 2010, imposes a 30% withholding tax on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification obligations requirements are satisfied.

The Treasury Department and the IRS have issued final regulations under FATCA. As a general matter, FATCA imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of, our shares if paid to a foreign entity unless either (i) the foreign entity is a “foreign financial institution” that undertakes certain due diligence, reporting, withholding, and certification obligations, or in the case of a foreign financial institution that is a resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA, the entity complies with the diligence and reporting requirements of such agreement, (ii) the foreign entity is not a “foreign financial institution” and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is exempted under FATCA. Under delayed effective dates provided for in the regulations, the required withholding would not begin until January 1, 2014 with respect to dividends on our shares, and January 1, 2017 with respect to gross proceeds from a sale or other disposition of our shares.

If withholding is required under FATCA on a payment related to our shares, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction (provided that such benefit is available). Prospective investors should consult their tax advisors regarding the effect of FATCA in their particular circumstances.

Other Tax Consequences

State, Local and Foreign Taxes

We may be required to pay tax in various state or local jurisdictions, including those in which we transact business, and our shareholders may be required to pay tax in various state or local jurisdictions, including those in which they reside. Our state and local tax treatment may not conform to the U.S. federal income tax consequences discussed above. In addition, a shareholder’s state and local tax treatment may not conform to the U.S. federal income tax consequences discussed above. Consequently, prospective investors should consult with their tax advisors regarding the effect of state and local tax laws on an investment in our common shares.

Tax Shelter Reporting

If a holder recognizes a loss as a result of a transaction with respect to our common shares of at least (i) for a holder that is an individual, S corporation, trust or a partnership with at least one non-corporate partner, $2 million or more in a single taxable year or $4 million or more in a combination of taxable years, or (ii) for a holder that is either a corporation or a partnership with only corporate partners, $10 million or more in a single taxable year or $20 million or more in a combination of taxable years, such holder may be required to file a disclosure statement with the IRS on Form 8886. Direct shareholders of portfolio securities are in many cases exempt from this reporting requirement, but shareholders of a REIT currently are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

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UNDERWRITING

The Company and the underwriters named below have entered into an underwriting agreement with respect to the Class A common shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of Class A common shares indicated in the following table. Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are the representatives of the underwriters.


Name		Number of Shares
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
FBR Capital Markets & Co.
Jefferies LLC
Raymond James & Associates, Inc.

Total

The underwriters are committed to take and pay for all of the Class A common shares being offered, if any are taken, other than the Class A common shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional Class A common shares from the Company to cover sales by the underwriters of a greater number of Class A common shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase Class A common shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by the Company


	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Paid by the Selling Stockholders


	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

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Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial public offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

Subject to certain exceptions, we, our trustees, officers, AH LLC and APFC have agreed that, without the prior written consent of on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Class A common shares or any securities convertible into or exercisable or exchangeable for our Class A common shares;

•

file any registration statement with the SEC relating to the offering of any Class A common shares or any securities convertible into or exercisable or exchangeable for our Class A common shares; or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our Class A common shares;

whether any such transaction described above is to be settled by delivery of our Class A common shares or such other securities, in cash or otherwise. Additionally, all of our other shareholders have agreed with us not to directly or indirectly sell, offer to sell, grant any option or otherwise transfer or dispose of our Class A common shares for 180 days, in the case of holders who are selling shareholders in this offering, and 60 days, in the case of holders who are not selling shares in this offering, in each case after the date of this prospectus. We have agreed not to waive or otherwise modify this agreement without the prior written consent of on behalf of the underwriters.

The restrictions described in the immediately preceding paragraph do not apply to the sale of shares to the underwriters or transactions by any person other than us, our trustees, our officers, AH LLC and APFC relating to our Class A common shares or other securities acquired in this offering or in open market transactions after completion of this offering.

, in its sole discretion, may release, or authorize us to release, as the case may be, our Class A common shares and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice.

Prior to the offering, there has been no public market for the Class A common shares. The initial public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to list the Class A common shares on the NYSE under the symbol “AHM”. In order to meet one of the requirements for listing the common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 400 beneficial holders.

In connection with the offering, the underwriters may purchase and sell Class A common shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are

225

required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Class A common shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased Class A common shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s Class A common shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Class A common shares. As a result, the price of the Class A common shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on NYSE, in the over-the-counter market or otherwise.

At our request, the underwriters have reserved percent of our Class A common shares offered by this prospectus for sale, at the initial price to public, to our trustees, officers, employees, business associates and related persons. Any such shares purchased by such person will be subject to a 180-day lock-up restriction. The number of our Class A common shares available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

The Company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ .

The Company and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

226

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Company (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Company. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Wells Fargo, an affiliate of Wells Fargo Securities, LLC, is the lender under our initial $500 million senior secured revolving credit facility. Affiliates of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. and JP Morgan Securities LLC are lenders under the temporary $500 million increase in our senior secured revolving credit facility. In each case, these lenders are receiving customary fees. At June 21, 2013, we had $450 million of borrowings under our credit facility. We intend to repay all outstanding borrowings under our credit facility with the net proceeds from this offering, and we expect to extinguish the commitments under the $500 million temporary increase in our credit facility following this offering.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a)

to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b)

to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c)

to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d)

in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

227

Each underwriter has represented and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

LEGAL MATTERS

Hogan Lovells US LLP will pass upon certain securities law and other legal matters for us in connection with this offering. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Costa Mesa, California.

228

EXPERTS

The consolidated financial statements and schedule of American Homes 4 Rent as of December 31, 2012 and 2011 and for the year ended December 31, 2012 and the period from June 23, 2011 through December 31, 2011, the combined financial statements of American Homes 4 Rent Advisor, LLC and American Homes 4 Rent Management Holdings, LLC as of December 31, 2012 and for the period from March 23, 2012 through December 31, 2012, and the statements of revenues and certain expenses of the Alaska Portfolio for the year ended December 31, 2012 and the period from August 11, 2011 through December 31, 2011, included in this Prospectus and in the Registration Statement, have been so included in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in accounting and auditing.

Unless otherwise indicated, all economic and demographic data and forecasts included in this prospectus, including information relating to the historical and forecasted economic and demographic conditions in our markets contained in the sections of this prospectus captioned “Prospectus Summary,” “Industry Overview and Market Opportunity” and “Our Business and Properties,” is derived from a market study prepared for us by JBREC, and is included in this prospectus in reliance on JBREC’s authority as an expert in such matters.

229

WHERE YOU CAN FIND MORE INFORMATION

We maintain a website at http://www.americanhomes4rent.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be part of this prospectus.

We have filed with the SEC a registration statement on Form S-11, including exhibits, schedules and amendments filed with the registration statement, of which this prospectus is a part, under the Securities Act with respect to the common shares we and the selling shareholders propose to sell in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the common shares to be sold in this offering, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 100 F Street, N.E., Washington, DC 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement can be obtained from the public reference room of the SEC upon payment of prescribed fees. In addition, the SEC maintains a website, http://www.sec.gov , that contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC.

As a result of this offering, we will become subject to the information and periodic reporting requirements of the Exchange Act and will file periodic reports and other information with the SEC. These periodic reports and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above.

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INDEX TO FINANCIAL STATEMENTS


American Homes 4 Rent

*Pro Forma Condensed Consolidated Financial Information (unaudited)*
Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2013			F-3
Notes to Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2013			F-4
Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2013			F-6
Notes to Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2013			F-7
Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2012			F-8
Notes to Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2012			F-9

*Historical Financial Statements*
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-10
Consolidated Balance Sheets as of December 31, 2012 and 2011			F-11
Consolidated Statements of Operations for the year ended December 31, 2012 and the period from June 23, 2011 to December 31, 2011			F-12
Consolidated Statements of Equity for the year ended December 31, 2012 and the period from June 23, 2011 to December 31, 2011			F-13
Consolidated Statements of Cash Flows for the year ended December 31, 2012 and the period from June 23, 2011 to December 31, 2011			F-14
Notes to Consolidated Financial Statements			F-15
Schedule III—Real Estate and Accumulated Depreciation			F-31

Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012			F-32
Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012			F-33
Condensed Consolidated Statement of Equity for the three months ended March 31, 2013			F-34
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012			F-35
Notes to Condensed Consolidated Financial Statements			F-36

American Homes 4 Rent Advisor, LLC and American Homes 4 Rent Management Holdings, LLC

Audited Combined Financial Statements
Independent Auditor’s Report			F-48
Combined Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012			F-49
Combined Statements of Operations for the three months ended March 31, 2013 (unaudited) and the period from March 23, 2012 to December 31, 2012			F-50
Combined Statement of Member’s Equity for the three months ended March 31, 2013 (unaudited) and the period from March 23, 2012 to December 31, 2012			F-51
Combined Statements of Cash Flows for the three months ended March 31, 2013 (unaudited) and the period from March 23, 2012 to December 31, 2012			F-52
Notes to Combined Financial Statements			F-53

Alaska Portfolio

Audited Statements of Revenues and Certain Operating Expenses
Independent Auditor’s Report			F-58
Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2013 (unaudited), the year ended December 31, 2012, and the period from August 11, 2011 to December 31, 2011			F-59
Notes to Statements of Revenues and Certain Operating Expenses			F-60

F-1

American Homes 4 Rent

Unaudited Pro Forma Condensed Consolidated Financial Statements

American Homes 4 Rent (the “Company”) anticipates entering into a contribution agreement (the “Contribution Agreement”) with American Homes 4 Rent, LLC (“AH LLC”) in June 2013 to acquire all of the membership interests in American Homes 4 Rent Advisor, LLC (the “Advisor”) and American Homes 4 Rent Management Holdings, LLC (the “Property Manager”) (collectively, the “Management Entities”) in exchange for 4,375,000 Series D convertible units and 4,375,000 Series E convertible units in the Company’s operating partnership. Under terms of the Contribution Agreement, the following additional events are expected to occur:

•

The preexisting Agreement on Investment Opportunities between the Company and AH LLC will be modified to, among other things: (i) preclude AH LLC from providing advisory or property management services to third parties investing in any type of business relating to investment in, ownership of or rental of single-family homes; (ii) increase from 20% to 100% the Company’s right to receive promoted interests in any future outside investment vehicles; and (iii) after 18 months from the date of modification, eliminate the 5% acquisition and renovation fee paid by the Company to AH LLC and provide the Company with the right to offer employment to all of AH LLC’s acquisition and renovation personnel.

•

The Company will grant registration rights to AH LLC to register AH LLC’s common shares with the Securities and Exchange Commission.

•

The Company will cancel insurance policies currently being provided by a captive insurance company affiliated with AH LLC.

The above described transactions under the Contribution Agreement are collectively referred to as the “Management Internalization”.

In addition to the Management Internalization, the Company anticipates entering into a contribution agreement with Alaska Permanent Fund Corporation, acting on behalf of funds which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest (“APFC”) and AH LLC in June 2013 to acquire a portfolio of 4,778 single-family properties (the “Alaska Joint Venture”) for a total purchase price of $904,487,000, consisting of the issuance of 43,609,394 Class A common shares in the Company to APFC and 12,395,965 Class A units in the Company’s operating partnership to AH LLC (the “Alaska Joint Venture Acquisition”). The Management Internalization and the Alaska Joint Venture Acquisition are collectively referred to as the “Transactions.” The accompanying unaudited pro forma condensed consolidated balance sheet as of March 31, 2013 has been prepared as if the Transactions had occurred as of that date. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2013 and for the year ended December 31, 2012 have been prepared as if the Alaska Joint Venture Acquisition had occurred as of January 1, 2012 and the Management Internalization had occurred as of March 23, 2012, the date the Management Entities commenced operations.

In the opinion of the Company’s management, the unaudited pro forma condensed consolidated financial statements include all significant necessary adjustments that can be factually supported to reflect the effects of the Transactions. The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only. The unaudited pro forma condensed consolidated financial statements are based on estimates and assumptions that are preliminary and are not necessarily, and should not be, assumed to be an indication of the results that would have been achieved had the Transactions been completed as of the dates indicated or that may be achieved in the future. The final valuation and purchase price allocation of the Transactions are not yet completed; their completion may cause material differences in the information presented.

F-2

American Homes 4 Rent

Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2013

(Amounts in thousands)


	(A) Company Historical			(B) Management Entities Historical			(C) Alaska Joint Venture Transaction			(D) Pro Forma Adjustments				Company Pro Forma
Assets
Single-family properties, net	$	1,120,843		$	—		$	898,556	(E)	$	—			$	2,019,399
Cash and cash equivalents		519,410			3,657			25,946	(F)		(3,657	)	(J)		545,356
Rent and other receivables		8,808			2,835			6,922	(F)		(2,835	)	(J)		15,730
Intangible assets		—			—			—			124,183		(K)		124,183
Escrow deposits		22,623			—			742	(F)		—				23,365
Amounts due from affiliates		—			—			697	(F)		—				697
Prepaid expenses and other assets		6,577			2,430			6,772	(E)(F)		—				15,779

Total assets	$	1,678,261		$	8,922		$	939,635		$	117,691			$	2,744,509

Liabilities
Accounts payable and accrued expenses	$	33,970		$	1,381		$	23,290	(F)	$	(1,381	)	(J)	$	57,260
Amounts payable to affiliates		15,828			2,214			11,858	(F)		(2,214	)	(J)		27,686
Contingently convertible Series E units liability		—			—			—			60,419		(L)		60,419

Total liabilities		49,798			3,595			35,148			56,824				145,365

Commitments and contingencies

Equity:
Shareholders’ equity:
Class A common shares		854			—			436	(G)		—				1,290
Class B common shares		6			—			—			—				6
Additional paid-in capital		1,261,141			7,501			703,856	(H)		(7,501	)	(M)		1,964,997
Accumulated deficit		(18,030	)		(2,174	)		—			2,174		(M)		(18,030	)

Total shareholders’ equity		1,243,971			5,327			704,292			(5,327	)			1,948,263
Noncontrolling interest		384,492			—			200,195	(I)		66,194		(N)		650,881

Total equity		1,628,463			5,327			904,487			60,867				2,599,144

Total liabilities and equity	$	1,678,261		$	8,922		$	939,635		$	117,691			$	2,744,509

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

F-3

American Homes 4 Rent

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2013

A.	Reflects the historical consolidated balance sheet of the Company as of March 31, 2013.

B.	Reflects the historical combined balance sheet of the Management Entities as of March 31, 2013.

C.	Reflects the pro forma effect of the Alaska Joint Venture Acquisition as of March 31, 2013.

D.	Includes pro forma adjustments to reflect the unaudited pro forma condensed consolidated balance sheet as of March 31, 2013 as if the Management Internalization had occurred as of that date.

E.	Reflects the estimated fair value of assets acquired as part of the Alaska Joint Venture Acquisition. The preliminary purchase price allocation is as follows (amounts in thousands):


Estimated fair value of Class A common shares to be issued	$	704,292
Estimated fair value of Class A units to be issued		200,195

Total estimated purchase price		904,487

Estimated fair value of assets acquired:
Land		177,606
Building and improvements		720,950
In-place lease value		5,931

Estimated fair value of assets acquired	$	904,487

The final purchase price allocation after closing of the Alaska Joint Venture Acquisition may result in a different allocation for tangible and intangible assets from that presented in these unaudited pro forma condensed consolidated financial statements.

Under terms of the Alaska Joint Venture Acquisition agreement, Net Monetary Assets, as defined, of the Alaska Joint Venture are to be used to pay for all remaining initial renovation costs of the Alaska Joint Venture, with any shortfalls to be funded by AH LLC. Any remaining Net Monetary Assets as of December 31, 2013 will be distributed to APFC and AH LLC. Net Monetary Assets, as defined, of the Alaska Joint Venture as of March 31, 2013 to be used to fund remaining initial renovation costs or be settled between the Company and APFC and AH LLC are as follows:


Cash and cash equivalents	$	25,946
Rent and other receivables		6,922
Escrow deposits		742
Amounts due from affiliates		697
Prepaid expenses and other assets		841
Accounts payable and accrued expenses		(23,290	)

Net Monetary Assets payable	$	11,858

G.	Reflects $0.01 par value of 43,609,394 Class A common shares in the Company to be issued in connection with the Alaska Joint Venture Acquisition.

H.	Reflects $703,856,000 in excess of $436,000 par value of the 43,609,394 Class A common shares to be issued. The Class A common shares were preliminarily valued at $16.15, which was the estimated value of the Class A common shares agreed upon between AH LLC and APFC.

I.	Reflects issuance of 12,395,965 Class A units preliminarily valued at $16.15 per unit, which was the estimated value of the Class A units agreed upon between AH LLC and APFC.

F-4

J.	Reflects the elimination of cash and cash equivalents, rent and other receivables, accounts payable and accrued expenses and amounts payable to affiliates of the Management Entities that will be settled contemporaneously with closing of the Management Internalization.

K.	Adjustment to reflect the estimated fair value of assets acquired as part of the Management Internalization. The preliminary purchase price allocation is as follows (amounts in thousands):


Estimated fair value of Series D units to be issued	$	66,194
Estimated fair value of Series E units to be issued		60,419

Total estimated purchase price		126,613

Estimated fair value of assets acquired:
Finite-lived intangible assets		62,092
Goodwill		62,091
Prepaid expenses and other assets		2,430

Estimated fair value of assets acquired	$	126,613

The estimated goodwill expected to be created from the Management Internalization is primarily a result of the workforce and infrastructure to be acquired as part of the Management Entities. The final purchase price allocation after closing of the Management Internalization may result in a different allocation for tangible and intangible assets from that presented in these unaudited pro forma condensed consolidated financial statements.

Reflects issuance of 4,375,000 Series E convertible units in the Company’s operating partnership preliminarily valued at $13.81 per unit, which has been estimated using the most recent trade price of the Company’s Class A common shares, adjusted for specific rights and preferences of the Series E convertible units. The Series E convertible units have been reflected as a liability in accordance with ASC 480, Distinguishing Liabilities and Equity , because of their possible settlement by issuing a variable number of Class A units in the Company’s operating partnership.

M.	Reflects elimination of historical equity of the Management Entities.

N.	Reflects issuance of 4,375,000 Series D convertible units preliminarily valued at $15.13 per unit, which has been estimated using the most recent trade price of the Company’s Class A common shares, adjusted for specific rights and preferences of the Series D convertible units.

F-5

American Homes 4 Rent

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2013

American Homes 4 Rent

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Three Months Ended March 31, 2013

(Amounts in thousands, except share information)


	(A) Company Historical			(B) Management Entities Historical			(C) Alaska Joint Venture Historical		Pro Forma Adjustments				Company Pro Forma
Revenue:
Rents from single-family properties	$	6,644		$	—		$	6,390	$	—			$	13,034
Management fees		—			4,129			—		(3,568	)	(D)(E)		561

Total revenue		6,644			4,129			6,390		(3,568	)			13,595

Expenses:
Property operating expenses		4,295			—			3,923		(900	)	(D)		7,318
Management company operating expenses		—			4,102			—		—				4,102
General and administrative expense		1,625			—			59		(867	)	(D)		817
Interest expense		370			—			—		—				370
Noncash share-based compensation expense		174			—			—		—				174
Acquisition fees and costs expensed		1,390			—			129		—				1,519
Advisory fees		2,742			—			—		(2,742	)	(D)		—
Depreciation and amortization		2,905			65			—		5,447		(F)		8,417

Total expenses		13,501			4,167			4,111		938				22,717

Net loss		(6,857	)		(38	)		2,279		(4,506	)			(9,122	)

Noncontrolling interest		895			—			—		(874	)	(G)		21

Net loss attributable to common shareholders	$	(7,752	)	$	(38	)	$	2,279	$	(3,633	)		$	(9,144	)

Weighted average shares outstanding—basic and diluted		48,233,982												91,843,376		(H)

Net loss per share—basic and diluted	$	(0.16	)										$	(0.10	)

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

F-6

American Homes 4 Rent

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

Three Months Ended March 31, 2013

A.	Reflects the historical consolidated statement of operations of the Company for the three months ended March 31, 2013.

B.	Reflects the historical combined statement of operations of the Management Entities for the three months ended March, 31, 2013.

C.	Reflects the historical revenues and certain operating expenses of the Alaska Joint Venture for the three months ended March 31, 2013.

Reflects elimination of management fees incurred from the Company and the Alaska Joint Venture to the Management Entities and allocation of general and administrative expenses from the Management Entities related to performing these services during the three months ended March 31, 2013. Certain of the eliminated management fee revenues recognized by the Management Entities and the general and administrative expense allocation recorded by the Company relate to properties contributed to the Company by AH LLC in a transaction between entities under common control on February 28, 2013.

Adjustment includes $300,000 of pro forma fees that would have been paid from AH LLC to the Company assuming the Management Internalization occurred on March 23, 2012, the date the Management Entities commenced operations. Under terms of the Contribution Agreement, AH LLC will pay a monthly fee of $100,000 to the Property Manager (which will be a wholly owned subsidiary of the Company upon consummation of the Management Internalization) for a period of 18 months from the closing of the Management Internalization to compensate the Property Manager for services related to the maintenance and use of certain intellectual property.

Adjustment is to reflect pro forma depreciation and amortization expense based on the preliminary purchase price allocations of the Transactions. Estimated useful lives ranging from 5 to 30 years were assumed to compute depreciation for buildings and improvements on a straight-line basis and estimated in-place lease values were amortized over the estimated remaining term of the lease. An estimated useful life of 10 years was assumed to compute amortization of estimated finite-lived intangibles on a straight-line basis.

G.	Reflects adjustment to allocation of net loss to noncontrolling interest as if the Transactions had occurred on January 1, 2012.

Historical weighted average shares outstanding have been adjusted to include 43,609,394 Class A common shares to be issued in connection with the Alaska Joint Venture Acquisition. The number of diluted shares outstanding has not been adjusted for the Class A units to be issued in connection with the Alaska Joint Venture Acquisition or the Series D convertible units and Series E convertible units to be issued in connection with the Management Internalization as these securities would be antidilutive.

F-7

American Homes 4 Rent

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2012

(Amounts in thousands, except share information)


	(A)			(B)			(C)
	Company Historical			Management Entities Historical			Alaska Joint Venture Historical		Pro Forma Adjustments				Company Pro Forma
Revenue:
Rents from single-family properties	$	4,540		$	—		$	6,401	$	—			$	10,941
Management fees		—			2,176			—		(912	)	(D)(E)		1,264

Total revenue		4,540			2,176			6,401		(912	)			12,205

Expenses:
Property operating expenses		3,590			—			4,263		(366	)	(D)		7,487
Management company operating expenses		—			4,279			—		—				4,279
General and administrative expense		7,199			—			127		(1,825	)	(D)		5,501
Interest expense		—			—			—		—				—
Noncash share-based compensation expense		70			—			—		—				70
Acquisition fees and costs expensed		869			—			1,171		—				2,040
Advisory fees		937			—			—		(937	)	(D)		—
Depreciation and amortization		2,111			33			—		8,792		(F)		10,936

Total expenses		14,776			4,312			5,561		5,664				30,313

Net loss		(10,236	)		(2,136	)		840		(6,576	)			(18,108	)

Noncontrolling interest		—			—			—		(2,376	)	(G)		(2,376	)

Net loss attributable to common shareholders	$	(10,236	)	$	(2,136	)	$	840	$	(4,200	)		$	(15,732	)

Weighted average shares outstanding—basic and diluted		7,225,512												50,843,906		(H)

Net loss per share—basic and diluted	$	(1.42	)										$	(0.31	)

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements

F-8

American Homes 4 Rent

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2012

A.	Reflects the historical consolidated statement of operations of the Company for the year ended December 31, 2012.

B.	Reflects the historical combined statement of operations of the Management Entities for the period from March 23, 2012 (commencement of operations) to December 31, 2012.

C.	Reflects the historical revenues and certain operating expenses of the Alaska Joint Venture for the year ended December 31, 2012.

Reflects elimination of management fees incurred from the Company and the Alaska Joint Venture to the Management Entities and allocation of general and administrative expenses from the Management Entities related to performing these services during the year ended December 31, 2012. Certain of the eliminated management fee revenues recognized by the Management Entities and the general and administrative expense allocation recorded by the Company relate to properties contributed to the Company by AH LLC in a transaction between entities under common control on February 28, 2013.

Adjustment includes $928,000 of pro forma fees that would have been paid from AH LLC to the Company assuming the Management Internalization occurred on March 23, 2012, the date the Management Entities commenced operations. Under terms of the Contribution Agreement, AH LLC will pay a monthly support fee of $100,000 to the Property Manager (which will be a wholly owned subsidiary of the Company upon consummation of the Management Internalization) for a period of 18 months from the closing of the Management Internalization to compensate the Property Manager for services related to the maintenance and use of certain intellectual property.

G.	Reflects adjustment to allocation of net loss to noncontrolling interest as if the Transactions had occurred on January 1, 2012.

F-9

Report of Independent Registered Public Accounting Firm

Board of Trustees and Shareholders

American Homes 4 Rent

Malibu, California

We have audited the accompanying consolidated balance sheets of American Homes 4 Rent and its subsidiaries (“the Company”) as of December 31, 2012 and 2011 and the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2012 and for the period from June 23, 2011 to December 31, 2011. In connection with our audits of the consolidated financial statements, we have also audited the consolidated financial statement schedule listed in the accompanying index to the consolidated financial statements. These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedules. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1, the financial statements include the accounts of certain single family properties (the “Properties”) contributed to the Company by American Homes 4 Rent, LLC, a related entity, on December 31, 2012 and February 28, 2013, which were not legal stand—alone entities. The accounts of the Properties reflect the assets, liabilities, income, and expenses directly attributable to the Properties, as well as allocations deemed reasonable by management, to present the financial position, results of operations, and cash flows of the Properties and do not necessarily reflect the financial position, results of operations, and cash flows had the Properties operated as stand-alone entities during the periods presented and, accordingly, may not be indicative of the Company’s future performance.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Homes 4 Rent and its subsidiaries at December 31, 2012 and 2011, and the results of its operations and its cash flows for the year ended December 31, 2012 and for the period from June 23, 2011 to December 31, 2011 , in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ BDO USA, LLP

Los Angeles, California

April 12, 2013

F-10

American Homes 4 Rent

Consolidated Balance Sheets

(Amounts in thousands, except share information)


	Pro Forma Equity as of December 31, 2012 (Notes 2 and 9) (Unaudited)			December 31, 2012			December 31, 2011
Assets
Single-family properties:
Land				$	96,139		$	498
Buildings and improvements					411,706			3,018

					507,845			3,516

Less: accumulated depreciation					(2,132	)		(21	)

Single-family properties, net					505,713			3,495
Investment in real estate entity					—			—
Cash and cash equivalents					397,198			—
Rent and other receivables					6,586			11
Escrow deposits					10,968			—
Prepaid expenses and other assets					993			17

Total assets				$	921,458		$	3,523

Liabilities
Accounts payable and accrued expenses				$	11,282		$	49
Amounts payable to affiliates					5,012			—

Total liabilities					16,294			49

Commitments and contingencies
Equity:
Shareholders’ equity:
Class A common shares, $0.01 par value per share, 450,000,000 shares authorized, 38,663,998 shares issued and outstanding at December 31, 2012	$	387			387			—
Class B common shares, $0.01 par value per share, 50,000,000 shares authorized, 667 shares issued and outstanding, at December 31, 2012 635,075 shares issued and outstanding pro forma (unaudited)		6			—			—
Additional paid-in capital		549,602			914,565			3,516
Accumulated deficit		(10,278	)		(10,278	)		(42	)

Total shareholders’ equity		539,717			904,674			3,474
Noncontrolling interest		365,447			490			—

Total equity	$	905,164			905,164			3,474

Total liabilities and equity				$	921,458		$	3,523

The accompanying notes are an integral part of these consolidated financial statements.

F-11

American Homes 4 Rent

Consolidated Statements of Operations

(Amounts in thousands, except share information)


	Year ended December 31, 2012			Period from June 23, 2011 to December 31, 2011
Revenue:
Rents from single-family properties	$	4,540		$	65

Total revenue		4,540			65

Expenses:
Property operating expenses:
Leased single-family properties		1,744			27
Vacant single-family properties		1,846			12
General and administrative expense		7,199			47
Noncash share-based compensation expense		70			—
Acquisition fees and costs expensed		869			—
Advisory fees		937			—
Depreciation		2,111			21

Total expenses		14,776			107

Noncontrolling interest		—			—

Net loss attributable to common shareholders	$	(10,236	)	$	(42	)

Weighted average shares outstanding—basic and diluted		7,225,512			3,301,667

Net loss per share—basic and diluted	$	(1.42	)	$	(0.01	)

The accompanying notes are an integral part of these consolidated financial statements.

F-12

American Homes 4 Rent

Consolidated Statements of Equity

(Amounts in thousands, except share information)


	Class A common shares				Class B common shares
	Number of shares		Amount		Number of shares		Amount		Additional paid-in capital		Accumulated deficit			Shareholders’ equity			Noncontrolling interest		Total equity
Balances at June 23, 2011		—	$	—		—	$	—	$	—	$	—		$	—		$	—	$	—
2,770 Property contribution		—		—		—		—		3,516		—			3,516			—		3,516
Net loss		—		—		—		—		—		(42	)		(42	)		—		(42	)

Balances at December 31, 2011		—		—		—		—		3,516		(42	)		3,474			—		3,474
Issuances of common equity, net of offering costs of $40,928,000		35,363,998		354		—		—		494,485		—			494,839			—		494,839
Contribution of properties and cash by our Sponsor in connection with 2012 Offering		3,300,000		33		667		—		47,123		—			47,156			490		47,646
2,770 Property Contribution		—		—		—		—		369,371		—			369,371			—		369,371
Share-based compensation		—		—		—		—		70		—			70			—		70
Net loss		—		—		—		—		—		(10,236	)		(10,236	)		—		(10,236	)

Balances at December 31, 2012		38,663,998	$	387		667	$	—	$	914,565	$	(10,278	)	$	904,674		$	490	$	905,164

The accompanying notes are an integral part of these consolidated financial statements.

F-13

American Homes 4 Rent

Consolidated Statements of Cash Flows

(Amounts in thousands)


	Year ended December 31, 2012			Period from June 23, 2011 to December 31, 2011
Operating activities
Net loss	$	(10,236	)	$	(42	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,111			21
Noncash share-based compensation		70			—
Acquisition costs attributable to contributed properties		455			—
Other changes in operating assets and liabilities:
Rent and other receivables		(82	)		—
Prepaid expenses and other assets		(492	)		—
Accounts payable and accrued expenses		676			—
Amounts payable to affiliates		949			—

Net cash used in operating activities		(6,549	)		(21	)

Investing activities
Cash paid for single-family properties		(87,506	)		—
Escrow deposits for purchase of single-family properties		(7,393	)		—
Improvements to single-family properties		(2,571	)		—

Net cash used in investing activities		(97,470	)		—

Financing activities
Implied contribution by Sponsor for historical operations		5,888			21
Proceeds from issuance of Class A common shares		494,839			—
Proceeds from issuance of Class B common shares		—			—
Proceeds from issuance of Class A units in Operating Partnership		490			—

Net cash provided by financing activities		501,217			21

Net increase in cash and cash equivalents		397,198			—
Cash and cash equivalents, beginning of year		—			—

Cash and cash equivalents, at end of year	$	397,198		$	—

Supplemental schedule of noncash investing and financing activities
Receivables related to property acquisitions	$	3,312		$	—
Accounts payable and accrued expenses related to property acquisitions	$	2,306		$	—
Amounts payable to affiliates related to property acquisitions	$	4,180		$	—
Contribution of properties (see Note 9)
Single-family properties, including related assets and liabilities	$	408,639		$	3,474
Issuance of Class A common shares	$	47,156		$	—
Additional paid in capital	$	361,483		$	3,474

The accompanying notes are an integral part of these consolidated financial statements.

F-14

AMERICAN HOMES 4 RENT

Notes to Consolidated Financial Statements

Note 1. Organization and operations

American Homes 4 Rent (the “Company,” “we,” “our” and “us”) is a Maryland real estate investment trust (“REIT”) formed on October 19, 2012. We are focused on acquiring, renovating, leasing and operating single-family properties as rental properties. In November and December 2012, the Company raised approximately $530,413,000 before aggregate placement agent fees and offering costs of $40,928,000, including $5,307,000 related to the value of the option issued to American Homes 4 Rent, LLC (the “Sponsor”), in an offering exempt from registration under the Securities Act of 1933 (the “2012 Offering”). As of December 31, 2012, the Company held 3,644 single-family properties in 15 states. In March 2013, the Company raised $747,500,000 before aggregate placement agent fees and offering costs of $44,003,000 in an offering exempt from registration under the Securities Act of 1933 (the “2013 Offering”). The Company is overseen by a board of trustees consisting of eight individuals.

Substantially all of the Company’s operations are conducted through American Homes 4 Rent, L.P. (our “Operating Partnership”). The operations of which are consolidated with those of the Company. The Company is the sole general partner and owned approximately 99.9% of the Class A units in the Operating Partnership as of December 31, 2012. The general partner has the exclusive power to manage and conduct the business of the entity. The Sponsor is the sole limited partner and owns approximately 0.1% of the Class A units in the Operating Partnership (see Note 7) and has no authority to transact business or participate in management activities of the entity. Holders of Class A units in our Operating Partnership have the right to redeem the units for cash or, at the election of the Company, exchange the units for the Company’s Class A common shares on a one-for-one basis.

The Company is advised by American Homes 4 Rent Advisor, LLC (the “Advisor”) and the Company’s single-family properties are managed by American Homes 4 Rent Management Holdings, LLC (the “Property Manager”), both of which are subsidiaries of the Sponsor. During 2012, these related parties received compensation for services provided to the Company, and will continue to receive compensation for providing on-going investment oversight and management of the Company (see Note 8). Under the terms of these and other agreements, the Sponsor and its affiliates provide services that are essential to the Company. As a result of these relationships, the Company is dependent upon the Sponsor and its affiliates. In the event that the Sponsor and its affiliates are unable to provide these services, the Company will be required to find other service providers, the cost for which could be more or less than the amounts currently charged by the Sponsors and its affiliates under these agreements.

In connection with the 2012 Offering, on December 31, 2012 the Sponsor contributed 367 properties to us with an agreed-upon value of $49,444,000 and made a cash investment of $556,000, in exchange for 3,300,000 Class A common shares, 667 Class B common shares, and 32,667 Class A units of the Company’s Operating Partnership (see Note 9). On February 28, 2013, the Sponsor contributed 2,770 properties to us with an agreed-upon value of $491,666,000 (the “2,770 Property Contribution”), in exchange for 31,085,974 Series C convertible units, or Series C units, in our Operating Partnership, and 634,408 of our Class B common shares. The contributions in connection with the 2012 Offering and the 2,770 Property Contribution are transactions between businesses under common control, and as such, the accounts relating to the properties contributed have been recorded by us as if they had been acquired by us on the dates such properties were acquired by our Sponsor. Accordingly, the accompanying consolidated financial statements include the Sponsor’s historical results of operations and carrying values of the properties that had been acquired by the Sponsor. The Sponsor commenced acquiring these properties on June 23, 2011, the date of inception for the accompanying consolidated financial statements, and accordingly, the statements of operations reflect activity prior to the Company’s date of formation. Therefore, the accompanying consolidated financial statements are not indicative of the Company’s past or future results and do not reflect its financial position, results of operations, changes in equity, and cash flows had they been presented as if the Company had been operated independently during the period presented.

F-15

Prior to our formation on October 19, 2012, the Sponsor performed certain corporate functions on behalf of the properties acquired in the 2012 Offering and 2,770 Property Contribution. The accompanying consolidated financial statements reflect an allocation of general and administrative expenses incurred by the Sponsor (see Note 2).

Note 2. Significant accounting policies

Accounting principles and consolidation

The accompanying consolidated financial statements include the accounts of all subsidiaries. Intercompany accounts and transactions have been eliminated. The accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). We conduct substantially all of our operations through our Operating Partnership. As of December 31, 2012, the Company owned approximately 99.9% of the Class A units in the Operating Partnership, which is consolidated in the accompanying consolidated financial statements, with noncontrolling interest (see Note 7) reflected separately.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. These estimates are inherently subjective in nature and actual results could differ from estimates and the differences may be material.

Unaudited pro forma equity

Unaudited pro forma equity as of December 31, 2012 has been presented to reflect the reclassification of $365,447,000 from additional paid-in capital to noncontrolling interest that will occur upon consummation of the 2,770 Property Contribution on February 28, 2013 and the related issuance of 31,085,974 Series C Convertible units in our Operating Partnership (see Notes 7 and 9).

Income taxes

We intend to elect to be taxed as a REIT, as defined in the Internal Revenue Code. As a REIT, we are not subject to U.S. federal income taxes to the extent that we distribute 100% of our taxable income to our shareholders on an annual basis and do not engage in prohibited transactions. We believe we met these REIT requirements in 2012. Accordingly, we have not recorded federal income tax expense related to the REIT’s taxable income.

Our assumption that we met the REIT requirements could be incorrect because the REIT requirements are complex, require ongoing factual determinations, and there could be future unanticipated changes in our circumstances, or existing circumstances that were not identified and may affect our Company’s compliance. For any taxable year that we fail or have failed to qualify as a REIT and for which applicable statutory relief provisions did not apply, we would be taxed at the regular corporate rates on all of our taxable income. In these circumstances, we could also be subject to penalties and interest, and our net income would be materially different from our current estimates.

We incurred a net operating loss for federal and state income tax purposes in 2012, which will expire in 2033. The Company had no unrecognized tax benefits as of December 31, 2012. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2012. We are not required to pay a dividend for the year ended December 31, 2012.

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Significant accounting policies

Single-family properties

Transactions in which single-family properties are purchased that are not subject to an existing lease are treated as asset acquisitions, and as such are recorded at their purchase price including acquisition fees. Transactions in which single-family properties are acquired subject to an existing lease are treated as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations , and as such are recorded at fair value (approximated by the purchase price), allocated to land, building and the existing lease based upon their relative fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. The cost of single-family properties is allocated between land and building based upon their relative fair values at the date of acquisition. Fair value is determined based on ASC 820, Fair Value Measurements and Disclosures , primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes its own market knowledge and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.

Single-family properties contributed by our Sponsor are deemed to be transactions under common control. Accordingly, the assets and liabilities of contributed properties are recorded by the Company at the Sponsor’s net book value (see Note 9).

For single-family properties acquired with in-place leases, the fair value of acquired in-place leases is estimated to be the estimated costs we would have incurred to lease the property under similar terms. Such costs are capitalized and amortized over the remaining life of the lease. Acquired leases are generally short-term in nature (six months to two years). For these single-family properties, acquisition fees are expensed as incurred and are included in acquisition fees and costs expensed in the accompanying consolidated statement of operations.

We incur costs to prepare our properties to be rented, primarily renovation costs. These costs, along with related holding costs during the period of renovation, are capitalized to the cost of the building. Upon completion of the renovation of the single-family properties, all costs of operations, including repairs and maintenance, are expensed as incurred.

Impairment of long lived assets

The Company evaluates its single family properties for impairment periodically or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.

Leasing costs

Direct and incremental costs we incur to lease the properties are capitalized and amortized over the term of the lease, usually one year. Amortization of leasing costs is included in property operating expenses. Pursuant to the property management agreement with our Property Manager, we pay a leasing fee equal to one-half of each lease’s monthly rent (see Note 8).

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Depreciation and amortization

Depreciation is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 and 30 years. The Company considers the value of in-place leases in the allocation of the purchase price and the amortization period reflects the remaining terms of the leases. The remaining terms are usually very short, less than one year. The unamortized portion of in-place leases is included in other assets.

Cash and cash equivalents

We consider all demand deposits, cashier’s checks, money market accounts and certificates of deposits with a maturity of three months to be cash equivalents. We maintain our cash and cash equivalents and escrow deposits at financial institutions. The combined account balances typically exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit. We believe that this risk is not significant.

Rescinded properties

In certain jurisdictions, our purchases of single-family properties in foreclosure sales are subject to the right of rescission. When we are notified of a rescission, the amount of the purchase price is reclassified as a receivable. As of December 31, 2012, rescission receivables totaled $1,612,000.

Escrow deposits

Escrow deposits include refundable and non-refundable cash earnest money deposits for the purchase of properties of $2,162,000 as of December 31, 2012. In addition, escrow deposits include $8,806,000 in amounts paid for single-family properties in certain states which require a judicial order when the risk and rewards of ownership of the property are transferred and the purchase is finalized.

Revenue and expense recognition

Rental income attributable to residential leases is recognized on a straight-line basis. Leases entered into between tenants and the Company are generally for a one-year term. We estimate losses that may result from the inability of our tenants to make payments required under the terms of the lease based on payment history and current credit status. As of December 31, 2012 and 2011, we had no allowance for such losses.

We accrue for property taxes and homeowner’s association assessments based on amounts billed, and, in some circumstances, estimates and historical trends when bills or assessments are not available. If these estimates are not reasonable, the timing and amount of expenses recorded could impact our consolidated financial statements.

Accrued and other liabilities

Accrued and other liabilities consist primarily of trade payables, property tax accruals, and accrued fees payable to our Advisor and our Property Manager. It also consists of contingent loss accruals, if any. Such losses are accrued when they are probable and estimable. When it is reasonably possible that a significant contingent loss has occurred, we disclose the nature of the potential loss and, if estimable, a range of exposure.

Share-based compensation

The Company has an equity incentive plan for eligible persons, which is accounted for under the provisions of ASC 718, Compensation—Stock Compensation , and ASC 505-50, Equity-Based Payments to Non-Employees . Noncash share-based compensation expense related to stock options issued to trustees is based on the fair value of the options on the grant date and amortized over the service period. Noncash share-based compensation

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expense related to stock options granted to employees of the Company’s Property Manager and Advisor are considered non-employees and is based on the estimated fair value of the options and are re-measured each period until the earlier of the performance commitment date or the performance completion date (see Note 7). These options are recognized in expense over the service period.

Fair value of financial instruments

Allocated general and administrative expense

Allocated general and administrative expense represents general and administrative expenses incurred by our Sponsor that are either clearly applicable to or have been reasonably allocated to the operations of the properties contributed by our Sponsor in connection with 2012 Offering and the 2,770 Property Contribution. In making these allocations, we have considered the guidance of Staff Accounting Bulletin Topic 1B. We have allocated expenses for each operating division of our Sponsor based on an allocation methodology we believe is reasonable for such operating division. Allocations have been based on the estimated portion of our Sponsor’s overall activity associated with the properties contributed by our Sponsor in connection with the 2012 Offering and the 2,770 Property Contribution. In general, the operating metric utilized in making these allocations was the number of single-family properties. Allocated general and administrative expenses were $6,949,000 and $47,000 for 2012 and the period from June 23, 2011 to December 31, 2011, respectively, and includes salaries, rent, consulting services, travel expenses, temporary services, and accounting and legal services. Management believes that the allocation methodology used to allocate general and administrative expense for 2012 and for the period from June 23, 2011 to December 31, 2011 results in a reasonable estimate for allocated general and administrative expense.

Segment reporting

Under the provision of ASC 280, Segment Reporting, the Company had determined that it has one reportable segment with activities related to acquiring, renovating, leasing and operating single-family homes as rental properties. 100% of the Company’s consolidated revenues are derived from rental income through the leasing of its properties. The Company’s properties are geographically dispersed and management evaluates operating performance at the state level.

Recently issued and adopted accounting standards

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS , which generally represents clarifications of Topic 820, Fair Value Measurements , but also includes certain instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRS). The ASU was effective prospectively for interim and annual periods beginning after December 15, 2011 with earlier application not permitted. The adoption of this guidance did not have a material effect on our consolidated results of operations, financial position or cash flows.

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Note 3. Single-family properties

Single-family properties as of December 31, 2012 and 2011 consist of the following (in thousands):


	December 31, 2012			December 31, 2011
Land	$	96,139		$	498
Buildings and improvements		411,706			3,018

Total		507,845			3,516
Accumulated depreciation		(2,132	)		(21	)

Single-family properties, net	$	505,713		$	3,495

Single-family properties, net, as shown above, consist of the following as of December 31, 2012 and 2011 (dollars in thousands):


	December 31, 2012
	Number of properties		Net book value
Single-family properties being renovated		1,857	$	261,136
Vacant single-family properties available for lease		623		86,509
Leased single-family properties		1,164		158,068

Total		3,644	$	505,713


	December 31, 2011
	Number of properties		Net book value
Single-family properties being renovated		12	$	1,204
Vacant single-family properties available for lease		2		248
Leased single-family properties		19		2,043

Total		33	$	3,495

Single-family properties at December 31, 2012 include $131,819,000 related to properties for which the recorded deed of trust has not been received. For these properties, the trustee or seller has warranted that all legal rights of ownership have been transferred to us on the date of the sale, but there is a delay for the deeds to be recorded. Single-family properties also include $46,635,000 net book value of 367 single-family properties that were contributed by our Sponsor on December 31, 2012 related to the 2012 Offering and $365,937,000 net book value of 2,661 single-family properties contributed on February 28, 2013 related to the 2,770 Property Contribution (see Note 9). For these homes, the Sponsor has warranted that all legal rights of ownership have been transferred to us on the effective date of the transaction, but there is a delay for the deeds to be recorded. As of December 31, 2012, $44,386,000 of the properties contributed related to the 2012 Offering did not have recorded deeds. Depreciation expense related to single-family properties was $2,111,000 for 2012 and $21,000 for the period from June 23, 2011 to December 31, 2011.

Note 4. Investment in Real Estate Entity

On December 31, 2012, the sole Class B interest in RJ American Homes 4 Rent Investments, LLC (“RJ LLC”) was contributed to us in exchange for 653,492 3.5% convertible perpetual preferred units of the Company’s Operating Partnership, which was at an agreed upon value of approximately $9,802,000. Prior to the exchange, our Sponsor owned 100% of RJ LLC and therefore, the preferred units were issued directly to our Sponsor. Since no consideration was received by RJ LLC from the Sponsor for their Class B interest, the carryover basis for the equity interest issued to the Company was determined to be zero. As a result, the 3.5%

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convertible perpetual preferred units of the Operating Partnership issued to the Sponsor also had no initial basis and are considered to be noncontrolling interest in Operating Partnership. Our investment in RJ LLC is recorded on the equity method, as the Operating Partnership has more than minor influence over RJ LLC’s operations, and is reflected in the accompanying consolidated balance sheet as investment in real estate entity.

Our investment in RJ LLC is represented by the ownership of the entity’s sole Class B interest, which has the rights to all distributions of operating cash flow and loan proceeds of RJ American Homes 4 Rent One, LLC (“RJ1”). Our Sponsor is the sole owner of Class A interest of RJ LLC and is the managing member. RJ LLC’s only investment is a 30% equity interest in RJ1. RJ1 owns 177 single-family properties, which had been contributed by the Sponsor in September 2012, the Sponsor’s net book value being approximately $4,391,000 at December 31, 2012. In connection with RJ LLC’s investment in RJ1, the Company is also entitled to 20% of the promoted interest in RJ1 held by the Company’s Sponsor. The promoted interest held by our Sponsor is earned after RJ1’s investors achieve certain preferred returns. This promoted interest in RJ1 is equal to 15% after investors in RJ1 receive a 6% return, 25% after an 8.5% return to investors is achieved, and 35% after an 11.5% return to investors is achieved. As of December 31, 2012, RJ1 had total assets of $25,211,000, total liabilities of $673,000 and total equity of $24,538,000.

Note 5. Lease income

We generally rent our properties under non-cancelable lease agreements with a term of one year. Future minimum rental revenues under leases existing on our properties (including contributed properties) as of December 31, 2012 are as follows (in thousands):


2013	$	14,865
2014		767

Total	$	15,632

Note 6. Accounts payable and accrued expenses

The following table summarizes accounts payable and accrued expenses as of December 31, 2012 and 2011 (in thousands):


	December 31, 2012		December 31, 2011
Accounts payable	$	259	$	—
Accrued property taxes		4,760		7
Other accrued liabilities		1,473		38
Accrued construction liabilities		3,059		—
Tenant security deposits		1,731		4

Total	$	11,282	$	49

Note 7. Shareholders’ equity

Preferred stock authorization

Our Declaration of Trust authorizes the issuance of up to 100,000,000 preferred shares, none of which were issued or outstanding as of December 31, 2012.

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Class A common shares

The Company had 38,663,998 Class A common shares outstanding as of December 31, 2012.

The Class A common shares sold in the 2012 Offering (35,360,898 shares) are subject to a registration rights agreement. Under the terms of this agreement, if we have not filed a resale registration statement by December 10, 2013 (unless extended by our board of trustees for a period not to exceed six months), then our Advisor will be penalized in an amount equal to 50% of its advisory fee. In addition, the agreement provides that if by June 9, 2014 (unless extended by our board of trustees for a period not to exceed six months) either (i) a shelf registration statement for the resale of the Class A common shares has not been declared effective by the Securities and Exchange Commission, or (ii) the Class A common shares have not been listed for trading on a national securities exchange, we will be required to hold a special meeting of our shareholders for the purpose of considering and voting on the removal of our trustees, unless the holders of 75% of the outstanding Class A common shares consent to a waiver or deferral of the special meeting.

Class B common shares

Our Sponsor received 667 shares of Class B common shares in our Company in connection with its investment in the 2012 Offering (see Note 8). On a pro forma basis including 634,408 shares issued in the 2,770 Property Contribution (see Note 9), there were 635,075 Class B common shares outstanding. Each Class B common share generally entitles the holder to 50 votes on all matters that the holders of Class A common shares are entitled to vote. The issuance of Class B common shares to our Sponsor allows the Sponsor a voting right associated with its investment in the Company no greater than if it had solely received Class A common shares. Additionally, when the voting interest from Class A common shares and Class B common shares are added together, a shareholder is limited to a 30% total voting interest. Each Class B common share has the same economic interest as a Class A common share.

Units of our Operating Partnership

As general partner of our Operating Partnership, we may cause the Operating Partnership to issue units in one or more classes. As of December 31, 2012, under the terms of the limited partnership agreement, four classes of units have been designated, Class A units, Class B units, LTIP units and 3.5% convertible perpetual preferred units. As of December 31, 2012, only Class A units (38,697,333 units) and 3.5% convertible perpetual preferred units (653,492 units) were outstanding.

The preferred units are non-voting equity interests in the Operating Partnership. When authorized and declared by the general partner, the preferred units are entitled to a preferred annual distribution equal to $0.525 per unit. Distributions accrue on a cumulative basis from the date of original issue and are payable quarterly. The preferred units are entitled to a liquidation preference that ranks above all other equity interests in the Operating Partnership and are payable in cash or property at fair market value (as determined by the general partner) of $15.00 per preferred unit, plus any accrued and unpaid distributions upon any liquidation or dissolution. Beginning on June 30, 2013, the Sponsor has a one-time right to tender all of the preferred units for Class A units of the Operating Partnership on a one-for-one basis. On or after January 2, 2018, the Operating Partnership, in its sole discretion, can elect to redeem the preferred units for cash at $15.00 per unit, plus any accrued and unpaid distributions. As the preferred units were issued on December 31, 2012, there are no associated dividends reflected in the accompanying consolidated financial statements.

2012 Equity Incentive Plan

In 2012, we adopted the 2012 Equity Incentive Plan (the “Plan”) to provide persons with an incentive to contribute to the success of the Company and to operate and manage our business in a manner that will provide for the Company’s long-term growth and profitability. The Plan provides for the grant of a “variety of awards” including stock options, stock appreciation rights, restricted stock, unrestricted shares, dividend equivalent rights and performance-based awards. The plan terminates in November 2022, unless it is earlier terminated by the board of Trustees. The Company has reserved 1,500,000 Class A common shares for issuance under the Plan.

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In 2012, we granted stock options for 50,000 shares to Trustees of the Company. These options vest over 4 years and expire 10 years from the date of grant. All of these options were outstanding as of December 31, 2012, and none were exercisable at that time. Noncash share-based compensation expense related to these options is based on their estimated value on the date of grant and are recognized in expense over the service period. Such expense is adjusted to consider estimated forfeitures. Estimated forfeitures are adjusted to reflect actual forfeitures at the end of the vesting period. Noncash share-based compensation expense related to these options during 2012 was $5,000.

During 2012, the Company also granted stock options for 650,000 Class A common shares to certain employees of our Property Manager and our Advisor, all of which were outstanding as of December 31, 2012. None of these options were exercisable as of December 31, 2012. These options vest over 4 years and expire 10 years from the date of grant. Because these options were granted to nonemployees of the Company, noncash share-based compensation expense was recorded based on the estimated fair value of the options and will be re-measured at the end of each period until the performance criteria is met. Such expense is adjusted to consider estimated forfeitures, which are adjusted to reflect actual forfeitures at the end of the vesting period. Noncash share-based compensation expense related to these options during 2012 of $65,000 is reflected in the accompanying consolidated statements of operations.

The following table summarizes stock options outstanding and the related valuation inputs as of December 31, 2012:


	Options issued to Trustees			Options issued to employees of Property Manager and Advisor
Stock options outstanding		50,000			650,000
Weighted average exercise price	$	15.00		$	15.00
Weighted average fair value at date of grant	$	4.24		$	4.24
Weighted average remaining life (years)		9.9			9.9
Expected term (years)		7			7
Dividend yield		3	%		3	%
Volatility		39	%		39	%
Risk-free interest rate		1.0	%		1.0	%

During 2012, we granted stock options for an aggregate of 700,000 shares, none of which were forfeited or exercised during the period, and all of which remained outstanding as of December 31, 2012. None of these options were exercisable as of December 31, 2012. These options had a weighted average exercise price of $15.00 per share and a weighted average remaining contractual term of 9.9 years. These options had no intrinsic value as of December 31, 2012.

The Company estimates volatility based on the average volatility based on publicly available information for a pool of comparable real estate companies for a comparable term. Due to the Company’s limited history, the Company utilizes the simplified method of determining the expected term based on the vesting schedules and terms of the stock options. The risk-free interest rate factor utilized is based upon the implied yields currently available on U.S. Treasury zero-coupon issues over the expected term of the stock options. The expected dividend yield was based on a review of expected results of the Company and a survey of dividend yield for other REITs.

Subscription agreement

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option expires on November 21, 2015. The shares issued upon exercise of the option will be subject to certain restrictions as to resale. The value of this option as of the date of issuance (November 21, 2012) has been estimated to be $5,307,000, and has been considered to be a cost of the 2012 Offering. The value was determined using the Black-Scholes valuation model at the date of grant with the following assumptions:


Expected volatility	26.4	%
Expected term	1.5 years
Risk-free interest rate	0.2	%
Dividend yield	3.0	%

Noncontrolling interest

Noncontrolling interest in the Company’s consolidated balance sheet represents the interest held by the Sponsor in the Company’s Operating Partnership (see Notes 1 and 4). As of December 31, 2012, the Sponsor owns approximately 0.1% of the Class A units and 653,492 of 3.5% convertible perpetual preferred units in the Company’s Operating Partnership. On a pro forma basis, noncontrolling interest includes Series C Convertible Units issued in connection with the 2,770 Property Contribution. The rights and privileges of the different types of units in our Operating Partnership are described in Note 7.

Note 8. Related party transactions

Equity ownership

As of December 31, 2012, our Sponsor owned approximately 8.5% of our outstanding Class A common shares, and on a fully-diluted basis (including consideration of 32,668 common units and 653,492 of 3.5% convertible perpetual preferred units it holds in our Operating Partnership and common shares issuable upon exercise of the option pursuant to the subscription agreement) (see Note 7), it held an approximate 17.2% interest.

Agreements with affiliates

We are managed and advised by our Advisor under the terms of an advisory management agreement entered into in 2012. Under the terms of this agreement, our Advisor is responsible for designing and implementing our business strategy and administering our business activities and day-to-day operations, subject to the oversight by our board of trustees. Our Advisor is responsible for conducting acquisition activities and performing all ongoing administrative functions. For performing these services, we pay our Advisor an advisory management fee equal to 1.75% per year of adjusted shareholders’ equity, as defined, calculated and paid quarterly in arrears. During 2012, we incurred to our Advisor aggregate advisory management fees equal to $937,000, and as of December 31, 2012 accrued advisory management fees were $937,000, which have been included in amounts payable to affiliates in the accompanying consolidated balance sheet. In accordance with the Advisor Management Agreement, the Advisor can only be terminated with cause.

Our Property Manager serves as our property manager under the terms of a property management agreement entered into in 2012. Under the terms of this agreement, our Property Manager generally oversees and directs the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. Under the terms of this agreement, we are entitled to use the “American Homes 4 Rent” name and logo on our properties. We pay our Property Manager a fee equal to 6% of collected rents and a leasing fee equal to one-half of each lease’s monthly rent. In 2012, aggregate property management fees were $12,000, which have been included in property operating expense in the accompanying consolidated statement of operations and a corresponding liability has been included in amounts payable to affiliates in the accompanying consolidated balance sheet. Leasing fees for 2012 were $55,000, which have been included in other assets in the accompanying consolidated balance sheet and are being amortized over the lease term. In accordance with the Property Management Agreement, the Property Manager can only be terminated with cause.

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In 2012, we have also entered into an “Agreement for Investment Opportunities” with our Sponsor under which we pay an acquisition fee equal to 5% of all costs and expenses we incur in connection with the initial acquisition, repair and renovation of single-family properties (net of any broker fees received by the Property Manager) for its services in identifying, evaluating, acquiring and overseeing the renovation of the properties we purchase. In 2012, we incurred $4,602,000 in aggregate acquisition fees to our Property Manager under the terms of this agreement, $4,188,000 of which has been capitalized and included in the cost of the single-family properties, and $414,000 has been expensed (see Note 2). As of December 31, 2012, accrued and unpaid acquisition fees were $2,811,000, which has been included in the amounts payable to affiliates in the accompanying consolidated balance sheet. We may terminate this agreement only in the event that our Sponsor breaches it in a material respect.

Insurance

A component of the Company’s property and liability insurance coverage of our single-family properties is provided through a “captive” insurance program organized by affiliates of our Sponsor. We believe that the cost of insurance provided by affiliates of our Sponsor is less than the cost of comparable coverage available from third parties. During, 2012, insurance expense to affiliates of the Sponsor was $241,000. Such insurance expense is included in property operating expenses in the accompanying consolidated statement of operations.

Note 9. Contributions by our Sponsor

Contribution in connection with 2012 Offering

In connection with the 2012 Offering, on December 31, 2012, our Sponsor made an investment in our Company by contributing 367 single-family properties for a cash investment of $556,000 and single-family properties valued at $49,444,000, which approximates the Sponsor’s purchase price plus renovations costs incurred through November 5, 2012, an acquisition fee of 5% (based on the purchase price plus renovations costs through November 5, 2012) and all other out-of-pocket costs anticipated to have been incurred by the Sponsor in connection with the contribution of the properties, including transfer costs, title insurance premiums and legal fees. In connection with this contribution, our Sponsor received 3,300,000 Class A common shares, 667 Class B common shares and 32,667 Class A units (see Note 7). Because the transaction has been deemed to be between “entities under common control” under the provisions of ASC 805, Business Combinations , and as such, the accounts relating to the properties contributed have been reflected retroactively in the accompanying consolidated financial statements based on the results of operations and net book value recorded by our Sponsor of $47,646,000 as of date of the contribution, without consideration of the acquisition fees. Costs to transfer title to the properties of $455,000 to us have been expensed and are included in acquisition fees and costs expensed in the accompanying consolidated statement of operations. The contribution agreement was entered into and effective December 31, 2012 and provides that the Company has conveyed all legal and beneficial right, title and interest in the contributed properties on that date. The agreement also provides that the transfer of title to the properties may be completed after December 31, 2012.

In connection with the Contribution Agreement, the Company is required to reimburse the Sponsor for renovation costs incurred from November 5, 2012 to December 31, 2012. At December 31, 2012, the Company had $1,369,000 accrued in amounts payable to affiliates related to these costs.

2,770 Property Contribution

In February 2013, we entered into an agreement with our Sponsor providing for the contribution of 2,770 single-family properties for total consideration of $491,666,000. Our Sponsor had acquired 33 of these properties in 2011, 2,628 in 2012 and 109 in 2013. The consideration to our Sponsor was 31,085,974 Series C units in our Operating Partnership and 634,408 Class B common shares valued at $15.50 per unit/share, which approximates fair value (see Note 7). Because the transaction is between businesses under common control, the accounts relating to the properties contributed have been recorded by us as if they had been acquired by us on the dates

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such properties were acquired by our Sponsor. Accordingly, the accompanying consolidated financial statements include the Sponsor’s historical results of operations and the carrying value of 2,694 properties (those properties that had been acquired by our Sponsor prior to January 1, 2013). The net asset value of the properties net of related liabilities contributed as of December 31, 2012 and 2011 was $364,957,000 and $3,474,000, which has been reflected as a credit to additional paid-in capital. The total credit reflected in additional paid in capital in the accompanying consolidated statements of equity was $369,371,000 and $3,516,000 for the year ended December 31, 2012 and the period from June 23, 2011 to December 31, 2011, respectively, which includes the carrying value of the aforementioned contributed net assets and the Sponsor’s contribution of the related historical net losses of $7,888,000 and $42,000, respectively. No acquisition fee was paid under the Agreement for Investment Opportunities (see Note 8) in connection with this transaction. The credit to additional paid-in capital also includes allocated general and administrative expense of $6,949,000 and $47,000 for the year ended December 31, 2012 and the period from June 23, 2011 to December 31, 2011, respectively. The estimated net asset value of the 109 properties net of related liabilities acquired in 2013 as of February 28, 2013, the date of contribution, was $12,468,000 which will be reflected by us as a credit to additional paid-in capital in our financial statements as of March 31, 2013. The Series C units are entitled to distributions equal to actual net cash flow of the contributed properties, up to a maximum of $0.6045 per unit (3.9% based on a $15.50 price per unit). Pursuant to the agreement, the Sponsor is responsible for all costs of transfer of the properties and for paying costs associated with the completion of initial renovation of the properties after we acquire them. The cost of such improvements will be capitalized to the single-family properties as the costs are incurred and recorded as non-controlling interest held by our Sponsor. The Sponsor is currently in the process of assigning the right, title and interest in the properties to the Company.

Summary combined financial information of the single-family homes that have been reflected in the accompanying consolidated financial statements is as follows (in thousands):


	As of December 31, 2012			As of December 31, 2011
Single family properties	$	365,937		$	3,495
Other assets		7,203			28
Other liabilities		(8,183	)		(49	)

Net assets contributed	$	364,957		$	3,474


	Year Ended December 31, 2012			June 23, 2011 to December 31, 2011
Rents from single family properties	$	4,348		$	65
Property operating expenses		(3,287	)		(39	)
Depreciation		(2,000	)		(21	)
Allocated general and administrative expenses		(6,949	)		(47	)

Net loss	$	(7,888	)	$	(42	)

The agreement also provides for the assignment to the Company of escrows for 224 single-family properties with an aggregate purchase price of $33,519,000. The Company will reimburse the Sponsor for all security deposits in cash, assume all obligations under the existing escrows, and pay all costs of acquiring such properties, including acquisition fees, transfer taxes and other closing costs. The Sponsor is also required to assign the existing escrows to the Company if they are assignable. If not, the properties are required to be assignable upon closing and transfer title to the Company. It is likely that some of these properties will fall out of escrow for various reasons. The Company is currently in the process on assessing which escrows are assignable.

Concurrently with this transaction, our Advisor agreed to a permanent reduction in the advisory fee (see Note 8) of $9,800,000 per year in connection with the increase in shareholders’ equity.

F-26

Holders of the Series C units have a one-time right to convert all such units into Class A units. If on the date of conversion, the contributed properties had not been initially leased for at least 98% of the scheduled rents (determined on an aggregate basis), then the Series C units with respect to the single-family properties leased for at least 98% of the scheduled rents (determined on an aggregate basis) will convert into Class A units, and the Series C units associated with the remaining single-family properties will convert into a number of Class A units are determined by dividing the original aggregate cost of the properties (including the acquisition fees) by $15.50, with proportionate reduction in Class B common shares. If the Series C units have not been converted by the earlier of the third anniversary of the original issue date, or the date of commencement of a dissolution or liquidation, then the Series C units will automatically convert into Class A units at the specified conversion ratio defined above.

Note 10. Net loss per share

The following table reflects the computation of net loss per share on a basic and diluted basis for 2012 and for the period from June 23, 2011 to December 31, 2011 (in thousands, except share information):


	2012			For the period from June 23, 2011 to December 31, 2011
Income / loss (numerator)
Net loss attributable to common shareholders	$	(10,236	)	$	(42	)
Weighted-average shares (denominator):
Class A common shares issued in formation transactions		3,301,000			3,301,000
Class A common shares issued in 2012 Offering		3,923,845			—
Class B common shares issued in formation transactions		667			667

Total weighted-average shares		7,225,512			3,301,667

Net loss per share—basic and diluted	$	(1.42	)	$	(0.01	)

The Company accounted for the issuance of 3,301,000 Class A common shares and 667 Class B common shares associated with the initial contribution by the Sponsor in December 2012, to be a formation transaction and has reflected these shares outstanding as of the earliest period presented.

Total weighted average shares shown above excludes an aggregate of 4,719,493 shares or units in our Operating Partnership (see Note 7), the subscription agreement (see Note 7), and stock options (see Note 7) because they were antidilutive and not related to the formation of the Company.

Due to the inherent complexity of the accompanying consolidated financial statements as a result of the transactions completed between entities under common control (see Note 9), management does not consider the historical net loss per share computations as meaningful.

Note 11. Geographic concentrations

We have one reportable segment with activities related to acquiring, renovating, leasing and operating single-family homes as rental properties. As of December 31, 2012, we owned single-family properties in 18 states, with concentration of greater than 10% of net book value in four states as follows (dollars in thousands):


State	Rental Income		% of Total Rental Income			Net Book Value		% of Net Book Value
Texas	$	327		7.2	%	$	52,640		10.4	%
Georgia	$	506		11.1	%	$	57,042		11.2	%
Arizona	$	844		18.6	%	$	75,446		14.9	%
Florida	$	969		21.3	%	$	85,196		16.8	%

F-27

As of December 31, 2011, we owned single-family properties in two states as follows (dollars in thousands):


State	Rental Income		% of Total Rental Income			Net Book Value		% of Net Book Value
Arizona	$	6		9.2	%	$	1,319		37.7	%
Nevada	$	59		90.8	%	$	2,176		62.3	%

The concentration of properties may make us vulnerable to risk of loss greater than we would have had if we had broader diversification.

Note 12. Commitments and contingencies

In connection with the renovation of single-family properties after they are purchased, the Company enters into contracts for the necessary improvements. As of December 31, 2012, the Company had aggregate outstanding commitments of $1,694,000 in connection with these contracts.

Through December 31, 2012, approximately 57% of our single-family properties have been purchased at trustee’s sales. Properties purchased at foreclosure’s sales have the risk of unknown liens that cannot be estimated. We perform title work and other research to provide a basis for accruing for unpaid liens. Additionally, most liens are identified and cleared in a few months following acquisition. However, there remains a risk for contingent liabilities for unknown liens on recently acquired properties.

As of December 31, 2012, we had commitments to acquire 462 single-family properties with an aggregate purchase price of $70,082,000. Escrow deposits of $2,162,000 on the accompanying consolidated balance sheet relate to these properties. Under the 2,770 Property Contribution, the Sponsor agreed to assign escrows of 224 single-family properties with an aggregate purchase price of $33,519,000, which the Company has agreed to reimburse the Sponsor for certain acquisition related costs (see Note 9). It is likely that some of these properties will fall out of escrow for various reasons and will not be acquired.

We are involved in various legal proceedings that are incidental to our business. We believe these matters will not have a materially adverse effect on our financial position.

Note 13. Noncash transactions

In connection with the 2012 Offering, our Sponsor made an investment in our Company by contributing 367 single-family properties with a net carrying cost of $46,635,000, plus transfer costs of $455,000 that were expensed as acquisition costs, and by making a cash investment of $556,000 (see Note 9).

Additionally, in connection with the 2012 Offering we entered into a subscription agreement with our Advisor under which our Advisor has the option to purchase 3,333,334 Class A common shares for an aggregate purchase price of $50,000,000 (See Note 7).

On December 31, 2012, the sole Class B interest in RJ LLC was contributed to us by our Sponsor. The investment was made through the issuance of 653,492 3.5% convertible preferred units (see Note 4).

As of December 31, 2012, the Company had receivables of $3,312,000, accounts payable and accrued expenses of $2,306,000 and amounts payable to affiliates of $4,180,000 related to property acquisitions.

On February 28, 2013, our Sponsor contributed 2,770 properties to us in exchange for 31,085,974 Series C convertible units in our Operating partnership and 634,408 Class B common shares (see Note 9). As of December 31, 2012, the single-family properties purchased prior to January 1, 2013 had a net asset value net of related liabilities of $364,957,000.

F-28

Note 14. Subsequent events

Subsequent acquisitions

From January 1, 2013 through April 5, 2013, we acquired 4,055 single-family properties (excluding 109 properties from the 2,770 Property Contribution) with an aggregate purchase price of $631,599,000.

Distribution of loan proceeds from RJ1

In January 2013, RJ1 obtained an $11 million loan from an affiliate of the Sponsor. The loan to RJ1 bears interest at a variable rate of LIBOR plus 1.5%, adjusted and payable monthly, and is due in January 2014. Our Operating Partnership has guaranteed $3,597,000 of this loan. The proceeds of the loan were distributed to investors, resulting in a $3,431,000 distribution to us related to our interest in the entity (see Note 4).

Bridge loan

In February 2013, we entered into a $250 million bridge loan with a leading national financial institution. The bridge loan has a 90 day term, bears interest at a variable rate of LIBOR plus 1.5%, and provides for a $250,000 loan origination fee. The bridge loan is guaranteed by an affiliate of the Sponsor, which was not compensated for providing the guarantee. We borrowed $115,000,000 under this bridge loan through March 14, 2013, when it was paid off with proceeds from the 2013 Offering.

Credit facility

On March 7, 2013, we entered into a $500 million senior secured revolving credit facility with a leading national financial institution. The amount that may be borrowed under the credit facility will generally be based on the lower of 50% of the value of our qualifying leased and unleased properties and certain other measures based in part on the net income generated by our qualifying leased and un-leased properties, which is referred to as the “Borrowing Base.” In addition, the credit facility has an accordion feature that allows us to increase the total amount of the credit facility from $500 million up to $1 billion, subject to obtaining lender commitments, paying certain related fees and costs, and satisfying customary closing conditions. Due to limitations on mortgaging and pledging properties contributed in the 2,770 Property Contribution, we are not permitted to include those properties in our Borrowing Base without the approval of the Sponsor. These limitations will end upon the conversion of the Series C units into Class A units, which may occur at any time, at the option of the holders of the Series C units, but not later than the earlier of (i) the third anniversary of the original issuance of the Series C units or (ii) the date of commencement of the dissolution, liquidation or winding up of our operating partnership (at which time we would not be able to borrow under the credit facility), at which time the Series C units will automatically convert into Class A units.

The credit facility requires that we maintain financial covenants relating to the following matters: (i) cash and cash equivalents in an aggregate amount of at least $7.5 million; (ii) a maximum leverage ratio of 1.5 to 1.0; and (iii) tangible net worth being not less than $500 million.

Borrowings under the credit facility are available for a period of two years following the closing of the credit facility, which period may be extended for an additional year, subject to the satisfaction of certain financial covenant tests. The credit facility will mature one year after the expiration of such period. The credit facility bears interest at 30 day LIBOR plus 2.75%. In addition, the Company is required to pay an initial structuring fee of $5,000,000. The credit facility also provides for the payment of an unused commitment fee, payable monthly, initially based on an annual rate of 0.40% of the average unused facility amount.

2013 Offering

In March 2013, the Company raised $747,500,000 (before aggregate placement agent fees and offering costs of $44,003,000) in an offering exempt from registration under the Securities Act of 1933. A portion of the proceeds were used to pay off the bridge loan.

F-29

In the 2013 Offering, we issued 46,718,750 Class A common shares at a price of $16.00 per common share which are subject to a registration rights agreement. Under the terms of this agreement, if we have not filed a registration statement by November 21, 2013 (unless extended by our board of trustees for a period not to exceed six months), then our Advisor will be penalized in an amount equal to 50% of the advisory fee. In addition, the agreement provides that if by May 21, 2014 (unless extended by our board of trustees for a period not to exceed six months) either (i) a shelf registration statement for the resale of the Class A common shares has not been declared effective by the Securities and Exchange Commission, or (ii) our Class A common shares have not been listed for trading on a national securities exchange, we will be required to hold a special meeting of our shareholders for the purpose of considering and voting on the removal of our trustees, unless the holders of 75% of the outstanding Class A common shares consent to a waiver or deferral of the special meeting.

Issuance of shares to trustees

In April 2013, we awarded 6,500 Class A common shares with an aggregate value under the Plan of $112,000 to members of a special committee of our board of trustees, which is comprised of our independent trustees.

F-30

AMERICAN HOMES 4 RENT

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2012

(dollar amounts in thousands)


			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Total Costs as of December 31, 2012
State	Number of Single- Family Homes		Land		Depreciable Property		Land		Depreciable Property		Land		Depreciable Property		Total		Accumulated Depreciation ⁽¹⁾			Date of Acquisition
AZ		596	$	10,468	$	60,623	$	—	$	4,704	$	10,468	$	65,327	$	75,795	$	(436	)		2011/2012
CA		108		5,577		15,141		—		703		5,577		15,844		21,421		(19	)		2012
CO		25		894		3,539		—		238		894		3,777		4,671		(22	)		2012
FL		568		15,367		65,594		—		4,506		15,367		70,100		85,467		(440	)		2012
GA		423		11,710		39,798		—		5,696		11,710		45,494		57,204		(272	)		2012
IL		317		6,452		32,439		—		824		6,452		33,263		39,715		(39	)		2012
IN		122		2,636		10,122		—		799		2,636		10,921		13,557		(64	)		2012
NC		155		4,315		16,199		—		730		4,315		16,929		21,244		(64	)		2012
NV		203		4,708		23,015		—		2,608		4,708		25,623		30,331		(455	)		2011/2012
OH		302		7,729		29,139		—		1,039		7,729		30,178		37,907		(60	)		2012
SC		18		618		2,277		—		—		618		2,277		2,895		—			2012
TN		220		7,873		31,343		—		609		7,873		31,952		39,825		(156	)		2012
TX		455		10,570		40,282		—		1,864		10,570		42,146		52,716		(103	)		2012
UT		104		5,830		13,612		—		293		5,830		13,905		19,735		(2	)		2012
WA		28		1,392		3,943		—		27		1,392		3,970		5,362		(0	)		2012

Total		3,644	$	96,139	$	387,066	$	—	$	24,640	$	96,139	$	411,706	$	507,845	$	(2,132	)

(1)	Except for amounts attributed to land, real estate related assets are depreciated over their estimated useful lives of 5 to 30 years using the straight-line method.

A summary of activity for single-family properties and accumulated depreciation is as follows:


	Single-Family Properties December 31,
	2012		2011
Balance at beginning of period	$	3,516	$	—
Acquisitions		479,736		3,469
Improvements		24,593		47

Balance at end of period	$	507,845	$	3,516


	Accumulated Depreciation December 31,
	2012		2011
Balance at beginning of period	$	21	$	—
Depreciation expense on properties		2,111		21

Balance at end of period	$	2,132	$	21

F-31

American Homes 4 Rent

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share information)

(Unaudited)


	March 31, 2013			December 31, 2012
Assets
Single-family properties:
Land	$	223,730		$	96,139
Buildings and improvements		902,150			411,706

		1,125,880			507,845
Less: accumulated depreciation		(5,037	)		(2,132	)

Single-family properties, net		1,120,843			505,713
Cash and cash equivalents		519,410			397,198
Rent and other receivables		8,808			6,586
Escrow deposits		22,623			10,968
Prepaid expenses and other assets		6,577			993

Total assets	$	1,678,261		$	921,458

Liabilities
Accounts payable and accrued expenses	$	33,970		$	11,282
Amounts payable to affiliates		15,828			5,012

Total liabilities		49,798			16,294

Commitments and contingencies

Equity
Shareholders’ equity:
Class A common shares, $0.01 par value per share, 450,000,000 shares authorized, 85,382,748 and 38,663,998 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively		854			387
Class B common shares, $0.01 par value per share, 50,000,000 shares authorized, 635,075 and 667 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively		6			—
Additional paid-in capital		1,261,141			914,565
Accumulated deficit		(18,030	)		(10,278	)

Total shareholders’ equity		1,243,971			904,674

Noncontrolling interest		384,492			490

Total equity		1,628,463			905,164

Total liabilities and equity	$	1,678,261		$	921,458

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-32

American Homes 4 Rent

Condensed Consolidated Statements of Operations

(Amounts in thousands, except share information)

(Unaudited)


	For the Three Months Ended March 31,
	2013			2012
Revenues:
Rents from single-family properties	$	6,644		$	96

Total revenues		6,644			96

Expenses:
Property operating expenses
Leased single-family properties		2,566			43
Vacant single-family properties		1,729			22
General and administrative expense		1,625			170
Interest expense		370			—
Noncash share-based compensation expense		174			—
Acquisition fees and costs expensed		1,390			—
Advisory fees		2,742			—
Depreciation		2,905			25

Total expenses		13,501			260

Net loss		(6,857	)		(164	)

Noncontrolling interest		895			—


Net loss attributable to common shareholders	$	(7,752	)	$	(164	)

Weighted average shares outstanding—basic and diluted		48,233,982			3,301,667

Net loss per share—basic and diluted	$	(0.16	)	$	(0.05	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-33

American Homes 4 Rent

Condensed Consolidated Statement of Equity

(Amounts in thousands, except share information)

(Unaudited)


	Class A common shares				Class B common shares
	Number of shares		Amount		Number of shares		Amount		Additional paid-in capital			Accumulated deficit			Shareholders’ equity			Noncontrolling interest		Total equity
Balances at December 31, 2012		38,663,998	$	387		667	$	—	$	914,565		$	(10,278	)	$	904,674		$	490	$	905,164
Issuance of Class A common shares, net of offering costs of $44,003		46,718,750		467		—		—		703,030			—			703,497			—		703,497
2,770 Property Contribution		—		—		634,408		6		(356,628	)		—			(356,622	)		383,107		26,485
Share-based compensation		—		—		—		—		174			—			174			—		174
Net loss		—		—		—		—		—			(7,752	)		(7,752	)		895		(6,857	)

Balances at March 31, 2013		85,382,748	$	854		635,075	$	6	$	1,261,141		$	(18,030	)	$	1,243,971		$	384,492	$	1,628,463

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-34

American Homes 4 Rent

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2013			2012
Operating activities
Net loss	$	(6,857	)	$	(164	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		2,905			25
Noncash amortization of deferred financing costs		186
Noncash share-based compensation		174			—
Other changes in operating assets and liabilities:
Rent and other receivables		(1,327	)		—
Prepaid expenses and other assets		(278	)		—
Accounts payable and accrued expenses		7,804			—
Amounts payable to affiliates		2,772			—

Net cash provided by (used in) operating activities		5,379			(139	)

Investing activities
Cash paid for single-family properties		(525,427	)		—
Escrow deposits for purchase of single-family properties		(15,231	)		—
Distributions from unconsolidated joint venture		3,431			—
Improvements to single-family properties		(49,118	)		—

Net cash used in investing activities		(586,345	)		—

Financing activities
Implied contribution by Sponsor for historical operations		517			139
Net proceeds from issuance of Class A common shares		703,497			—
Proceeds from bridge loan		115,000			—
Payments on bridge loan		(115,000	)		—
Deferred financing costs		(836	)		—

Net cash provided by financing activities		703,178			139

Net increase in cash and cash equivalents		122,212			—
Cash and cash equivalents, beginning of period		397,198			—

Cash and cash equivalents, end of period	$	519,410		$	—

Supplemental cash flow information
Cash payments for interest	$	184		$	—

Supplemental schedule of noncash investing and financing activities
Receivables related to property acquisitions	$	522		$	—
Accounts payable and accrued expenses related to property acquisitions	$	7,428		$	—
Accounts payable and accrued expenses related to deferred financing costs	$	4,583		$	—
Amounts payable to affiliates related to property acquisitions	$	10,552		$	—

Contribution of properties (see Note 8)
Single-family properties, including related assets and liabilities	$	23,460		$	14,616
Additional paid-in capital	$	(383,992	)	$	(14,616	)
Due from affiliates	$	(2,508	)	$	—
Issuance of Series C convertible units to noncontrolling interest	$	383,107		$	—
Issuance of Class B common shares	$	7,818		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-35

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and operations

American Homes 4 Rent (the “Company,” “we,” “our” and “us”) is a Maryland real estate investment trust formed on October 19, 2012. We are focused on acquiring, renovating, leasing and operating single-family properties as rental properties. As of March 31, 2013, the Company held 7,574 single-family properties in 18 states. In November and December 2012, the Company raised approximately $530,413,000 before aggregate placement agent fees and offering costs of $40,928,000, including $5,307,000 related to the value of the option issued to American Homes 4 Rent, LLC (the “Sponsor”), in an offering exempt from registration under the Securities Act of 1933 (the “2012 Offering”). In March 2013, the Company raised $747,500,000 before aggregate placement agent fees and offering costs of $44,003,000 in an offering exempt from registration under the Securities Act of 1933 (the “2013 Offering”). The Company is overseen by an eight member board of trustees.

The Company is advised by American Homes 4 Rent Advisor, LLC (the “Advisor”) and the Company’s single-family properties are managed by American Homes 4 Rent Management Holdings, LLC (the “Property Manager”), both of which are subsidiaries of the Sponsor. Under the terms of these and other agreements, the Sponsor and its affiliates provide services that are essential to the Company. As a result of these relationships, the Company is dependent upon the Sponsor and its affiliates. In the event that the Sponsor and its affiliates are unable to provide these services, the Company will be required to find other service providers, the cost for which could be more or less than the amounts currently charged by the Sponsor and its affiliates under these agreements.

The Sponsor has contributed certain properties to the Company that have been deemed to be transactions between businesses under common control, and as such, the accounts relating to the properties contributed have been recorded by us as if they had been acquired by us on the dates such properties were acquired by our Sponsor (see Note 8). Accordingly, the accompanying condensed consolidated financial statements include the Sponsor’s historical results of operations and carrying values of the properties that had been acquired by the Sponsor. The Sponsor commenced acquiring these properties on June 23, 2011, and accordingly, the statements of operations reflect activity prior to the Company’s date of formation. Therefore, the accompanying condensed consolidated financial statements are not indicative of the Company’s past or future results and do not reflect its financial position, results of operations, changes in equity, and cash flows had they been presented as if the Company had been operated independently during the periods presented.

Note 2. Significant accounting policies

Basis of presentation

The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

F-36

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

There have been no changes to our significant accounting policies that have had a material impact on our condensed consolidated financial statements and related notes and therefore notes to the condensed consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements have been omitted.

Deferred financing costs

Financing costs related to the origination of the Company’s bridge loan and line of credit are deferred and amortized on a straight-line basis over the contractual terms of the applicable financings.

Recently issued and adopted accounting standards

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”. The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a “qualitative” assessment to determine whether further impairment testing is necessary. The revised standard allows an entity first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not (that is, a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If it is more likely than not that the asset is impaired, the entity must calculate the fair value of the asset, compare the fair value to its carrying amount, and record an impairment charge, if the carrying amount exceeds fair value. However, if an entity concludes that it is not more likely than not that the asset is impaired, no further action is required. The qualitative assessment is not an accounting policy election. An entity can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets. Moreover, an entity can bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test, and then choose to perform the qualitative assessment in any subsequent period. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not anticipate that the adoption of this guidance will have a material impact on its financial position and results of operations.

Note 3. Single-family properties

Single-family properties, net, consists of the following as of March 31, 2013 and December 31, 2012 (dollars in thousands):


	March 31, 2013
	Number of properties		Net book value
Leased single-family properties		2,338	$	327,301
Single-family properties being renovated		3,880		577,662
Vacant single-family properties available for lease		1,356		215,880

Total		7,574	$	1,120,843

F-37

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements


	December 31, 2012
	Number of properties		Net book value
Leased single-family properties		1,164	$	158,068
Single-family properties being renovated		1,857		261,136
Vacant single-family properties available for lease		623		86,509

Total		3,644	$	505,713

Single-family properties at March 31, 2013 and December 31, 2012 include $170,274,000 and $131,819,000, respectively, related to properties for which the recorded deed of trust has not been received. For these properties, the trustee or seller has warranted that all legal rights of ownership have been transferred to us on the date of the sale, but there is a delay for the deeds to be recorded. Depreciation expense related to single-family properties was approximately $2,905,000 and $25,000 for the three months ended March 31, 2013 and 2012, respectively. Included in single-family properties at March 31, 2013 and December 31, 2012 are certain single-family properties contributed by the Sponsor (see Note 8).

Note 4. Debt

Bridge Loan

On February 25, 2013, we entered into a $250 million bridge loan with a leading national financial institution. The bridge loan expires on May 24, 2013, bears interest at a variable rate of LIBOR plus 1.5%, and provided for a $250,000 loan origination fee. The bridge loan was guaranteed by an affiliate of the Sponsor, which was not compensated for providing the guarantee. We borrowed $115,000,000 under this bridge loan through March 14, 2013, when it was paid off with proceeds from the 2013 Offering. Total interest expense and unused commitment fees on the bridge loan were $184,000 for the three months ended March 31, 2013.

Credit facility

The credit facility is secured by the Operating Partnership’s membership interests in the entities that own all of our single-family properties and requires that we maintain financial covenants relating to the following matters: (i) cash and cash equivalents in an aggregate amount of at least $7.5 million; (ii) a maximum leverage ratio of 1.5 to 1.0; and (iii) tangible net worth (as defined) being not less than $500 million. As of March 31, 2013, the Company was in compliance with all applicable loan covenants under the credit facility.

Borrowings under the credit facility are available through March 7, 2015, which may be extended for an additional year, subject to the satisfaction of certain financial covenant tests. Upon expiration of the credit facility period, any outstanding borrowings will convert to a term loan for a period of one year. The credit facility bears interest at 30 day LIBOR plus 2.75%. In connection with the credit facility, we agreed to pay an initial

F-38

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

structuring fee of $5,000,000, payable in 12 monthly installments from the date of the credit facility. These payments are being recorded as deferred financing costs and are being amortized over the term of the credit facility. Starting in December 2013, the credit facility also provides for the payment of an unused commitment fee, payable monthly, initially based on an annual rate of 0.40% of half of the average unused facility amount. As of March 31, 2013, the Company has made no borrowings under the credit facility.

Note 5. Accounts payable and accrued expenses

The following table summarizes accounts payable and accrued expenses as of March 31, 2013 and December 31, 2012 (in thousands):


	March 31, 2013		December 31, 2012
Accounts payable	$	5,926	$	259
Accrued property taxes		9,021		4,760
Other accrued liabilities		9,437		1,473
Accrued construction liabilities		2,868		3,059
Tenant security deposits		3,315		1,731
Distributions in excess of investment in real estate entity		3,403		—

Total	$	33,970	$	11,282

Distributions in excess of investment in real estate entity above represents our share of a distribution received in January 2013 of our share of proceeds of an $11,000,000 loan to a real estate entity in which we have an investment. As of December 31, 2012, we had $0 basis in this investment. In connection with this investment, our Operating Partnership has guaranteed $3,597,000 of this loan.

Note 6. Shareholders’ equity

Preferred stock authorization

Our Declaration of Trust authorizes the issuance of up to 100,000,000 preferred shares, none of which were issued or outstanding as of March 31, 2013.

Class A common shares

The Class A common shares sold in the 2013 Offering (46,718,750 shares) and the 2012 Offering (35,360,898) are subject to registration rights agreements. Under the terms of these agreements, if we have not filed a resale registration statement by November 21, 2013 with respect to the 2013 Offering and by December 10, 2013 with respect to the 2012 Offering (unless extended by our board of trustees for a period not to exceed six months), then our Advisor will be penalized in an amount equal to 50% of the advisory fee. In addition, these agreements provide that if by May 20, 2014 with respect to the 2013 Offering and by June 9, 2014 with respect to the 2012 Offering (unless extended by our board of trustees for a period not to exceed six months), either (i) a shelf registration statement for the resale of the Class A common shares has not been declared effective by the Securities and Exchange Commission, or (ii) our Class A common shares have not been listed for trading on a national securities exchange, we will be required to hold a special meeting of our shareholders for the purpose of considering and voting on the removal of our trustees, unless the holders of 75% of the outstanding Class A common shares consent to a waiver or deferral of the special meeting.

F-39

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

Class B common shares

Our Sponsor received a total of 635,075 shares of Class B common shares in our Company in connection with its investment in the 2012 Offering and the 2,770 Property Contribution (see Note 8). Each Class B common share generally entitles the holder to 50 votes on all matters that the holders of Class A common shares are entitled to vote. The issuance of Class B common shares to our Sponsor allows the Sponsor a voting right associated with its investment in the Company no greater than if it had solely received Class A common shares. Additionally, when the voting interest from Class A common shares and Class B common shares are added together, a shareholder is limited to a 30% total voting interest. Each Class B common share has the same economic interest as a Class A common share.

Class A units

Class A units represent voting equity interests in the Operating Partnership. Holders of Class A units in the Operating Partnership have the right to redeem the units for cash or, at the election of the Company, exchange the units for the Company’s Class A common shares on a one-for-one basis. As of March 31, 2013, the Company owned 99.96% of the total 86,050,491 Class A units outstanding.

Series C convertible units

Series C convertible units, or Series C units, represent voting equity interests in the Operating Partnership. Holders of the Series C convertible units are entitled to distributions equal to the actual net cash flow of the properties contributed as part of the 2,770 Property Contribution up to a maximum of 3.9% per unit per annum based on a price per unit of $15.50, but will not be entitled to any distributions of income generated by any other properties or operations of our company or any liquidating distributions. Holders of the Series C units have a one-time right to convert all such units into Class A units. If on the date of conversion, the contributed properties had not been initially leased for at least 98% of the scheduled rents (determined on an aggregate basis), then the Series C units with respect to the single-family properties leased for at least 98% of the scheduled rents (determined on an aggregate basis) will convert into Class A units, and the Series C units associated with the remaining single-family properties will convert into a number of Class A units determined by dividing the original aggregate cost of the properties (including the acquisition fees) by $15.50, with proportionate reduction in Class B common shares. If the Series C units have not been converted by the earlier of the third anniversary of the original issue date, or the date of commencement of a dissolution or liquidation, then the Series C units will automatically convert into Class A units at the specified conversion ratio defined above. As of March 31, 2013, the Sponsor owned all of the 31,085,974 outstanding Series C convertible units.

3.5% convertible perpetual preferred units

3.5% convertible perpetual preferred units (“Preferred Units”) are non-voting equity interests in the Operating Partnership. When authorized and declared by the general partner of the Operating Partnership (i.e., the Company), the Preferred Units are entitled to a preferred annual distribution equal to $0.525 per unit. Distributions accrue on a cumulative basis from the date of original issue and are payable quarterly. The Preferred Units are entitled to a liquidation preference that ranks above all other equity interests in the Operating Partnership and are payable in cash or property at fair market value (as determined by the general partner) of $15.00 per Preferred Unit, plus any accrued and unpaid distributions upon any liquidation or dissolution. Beginning on June 30, 2013, the Sponsor has a one-time right to tender all of the Preferred Units for Class A units of the Operating Partnership on a one-for-one basis. On or after January 2, 2018, the Operating Partnership, in its sole discretion, can elect to redeem the Preferred Units for cash at $15.00 per unit, plus any accrued and unpaid distributions. As of March 31, 2013, the Sponsor owned all of the 653,492 outstanding Preferred Units.

F-40

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

2012 Equity Incentive Plan

In 2012, we granted stock options for 50,000 shares to Trustees of the Company. These options vest over 4 years and expire 10 years from the date of grant. All of these options were outstanding as of March 31, 2013, and none were exercisable at that time. Noncash share-based compensation expense related to these options is based on the estimated fair value on the date of grant and is recognized in expense over the service period. Such expense is adjusted to consider estimated forfeitures. Estimated forfeitures are adjusted to reflect actual forfeitures at the end of the vesting period. Noncash share-based compensation expense related to these options was $13,000 and $0 for the three months ended March 31, 2013 and 2012, respectively.

During 2012, the Company also granted stock options for 650,000 Class A common shares to certain employees of our Sponsor and its subsidiaries. During the three months ended March 31, 2013, 30,000 options were cancelled, no options were granted, and no options were exercised. None of these options were exercisable as of March 31, 2013. These options vest over 4 years and expire 10 years from the date of grant. Because these options were granted to nonemployees of the Company, noncash share-based compensation expense was initially recorded based on the estimated fair value of the options at grant date and is re-measured at the end of each period until the performance criteria is met. Such expense is adjusted to consider estimated forfeitures. Estimated forfeitures are adjusted to reflect actual forfeitures at the end of the vesting period. Noncash share-based compensation expense related to these options was $161,000 and $0 for the three months ended March 31, 2013 and 2012, respectively.

Subscription agreement

In connection with the 2012 Offering, we entered into a subscription agreement with the Sponsor under which the Sponsor has the option to purchase 3,333,334 Class A common shares for an aggregate purchase price of $50,000,000 ($15.00 per share), the price per share of our Class A common shares in the 2012 Offering (the “Subscription Agreement”). The option expires on November 21, 2015. The shares issued upon exercise of the option will be subject to certain restrictions as to resale. The value of this option as of the date of issuance (November 21, 2012) has been estimated, using the Black-Scholes valuation model, to be $5,307,000, and has been considered to be a cost of the 2012 Offering. On April 16, 2013, the Company entered into an agreement with the Sponsor to fully settle the Subscription Agreement based on a price of $17.25 per share, a price determined based on the most recent trade in the price. Such settlement resulted in the issuance of 434,783 Class A common shares to the Sponsor (see Note 12).

Noncontrolling interest

Noncontrolling interest in the Company’s condensed consolidated balance sheet represents the interest held by the Sponsor in the Company’s Operating Partnership. As of March 31, 2013 and December 31, 2012, the Sponsor owns approximately 0.04% and 0.1%, respectively, of the Class A units in the Operating Partnership. Additionally, the Sponsor owned all 31,085,974 Series C convertible units in the Operating Partnership as of March 31, 2013 and all 653,492 Preferred Units in the Operating Partnership as of March 31, 2013 and December 31, 2012.

F-41

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

Note 7. Related party transactions

Equity ownership

As of March 31, 2013 and December 31, 2012, our Sponsor owned approximately 3.9% and 8.5% of our outstanding Class A common shares, respectively. On a fully-diluted basis (including consideration of 32,668 Class A units as of March 31, 2013 and December 31, 2012, 653,492 Preferred Units as of March 31, 2013 and December 31, 2012, 31,085,974 Series C convertible units as of March 31, 2013 and common shares issuable upon exercise of the option pursuant to the subscription agreement) (see Note 6), our Sponsor held an approximate 32% and 17.2% interest at March 31, 2013 and December 31, 2012.

Agreements with affiliates

We are managed and advised by our Advisor under the terms of an advisory management agreement entered into in November 2012. Under the terms of this agreement, our Advisor is responsible for designing and implementing our business strategy and administering our business activities and day-to-day operations, subject to the oversight by our board of trustees. Our Advisor is responsible for conducting acquisition activities and performing all ongoing administrative functions. For performing these services, we pay our Advisor an advisory management fee equal to 1.75% per year of adjusted shareholders’ equity, as defined, calculated and paid quarterly in arrears. Additionally, concurrently with the 2,770 Property Contribution, commencing February 28, 2013 the Advisor agreed to a permanent reduction in the advisory management fee equal to $9,800,000 per year (see Note 8). During the three months ended March 31, 2013, we incurred aggregate advisory management fees payable to our Advisor equal to $2,742,000. As of March 31, 2013 and December 31, 2012, accrued advisory management fees were $2,755,000 and $937,000, respectively, which have been included in amounts payable to affiliates in the accompanying condensed consolidated balance sheets. In accordance with the advisor management agreement, the Advisor can only be terminated with cause.

Our Property Manager serves as our property manager under the terms of a property management agreement entered into in November 2012. Under the terms of this agreement, our Property Manager generally oversees and directs the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. Under the terms of this agreement, we are entitled to use the “American Homes 4 Rent” name and logo on our properties. We pay our Property Manager a fee equal to 6% of collected rents and a leasing fee equal to one-half of each lease’s monthly rent. For the three months ended March 31, 2013, aggregate property management fees were $203,000, which have been included in property operating expenses in the accompanying condensed consolidated statement of operations and a corresponding liability has been included in amounts payable to affiliates in the accompanying condensed consolidated balance sheet. Leasing fees for the three months ended March 31, 2013 were $427,000, which have been included in other assets and accrued as a liability included in amounts payable to affiliates in the accompanying condensed consolidated balance sheet. In accordance with the property management agreement, the Property Manager can only be terminated with cause.

In November 2012, the Company entered into an “Agreement for Investment Opportunities” with our Sponsor under which we pay an acquisition fee equal to 5% of all costs and expenses we incur in connection with the initial acquisition, repair and renovation of single-family properties (net of any broker fees received by the Property Manager) for its services in identifying, evaluating, acquiring and overseeing the renovation of the properties we purchase. During the three months ended March 31, 2013, we incurred $27,941,000 in aggregate acquisition fees to our Sponsor under the terms of this agreement, $26,880,000 of which has been capitalized related to asset acquisitions and included in the cost of the single-family properties, and $1,061,000 has been expensed related to property acquisitions with in-place leases. As of March 31, 2013 and December 31, 2012, accrued and unpaid acquisition fees were $11,881,000 and $2,811,000, respectively, which have been included in the amounts payable to affiliates in the accompanying condensed consolidated balance sheet. We may terminate this agreement only in the event that our Sponsor breaches it in a material respect.

F-42

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

Insurance

A component of the Company’s property and liability insurance coverage for our single-family properties is provided through a “captive” insurance program organized by affiliates of the Sponsor. We believe that the cost of insurance provided by affiliates of our Sponsor is less than the cost of comparable coverage available from third parties. Insurance expense paid to affiliates of the Sponsor was $243,000 and $4,000 for the three months ended March 31, 2013 and 2012, respectively. Such insurance expense is included in property operating expenses in the accompanying condensed consolidated statement of operations.

Allocated General and Administrative Expenses

The Company receives an allocation of general and administrative expenses from our Sponsor that are either clearly applicable to or have been reasonably allocated to the operations of the properties contributed by our Sponsor (see Note 8). Allocated general and administrative expenses from our Sponsor were $993,000 and $170,000 for the three months ended March 31, 2013 and 2012, respectively, and are included in general and administrative expense in the accompanying condensed consolidated statements of operations.

Note 8. Contributions by our Sponsor

Contribution in connection with 2012 Offering

In connection with the 2012 Offering, on December 31, 2012, our Sponsor made an investment in our Company by contributing 367 single-family properties and $556,000 in cash. The contributed single-family properties were valued at $49,444,000, which approximates the Sponsor’s purchase price plus renovation costs incurred through November 5, 2012, an acquisition fee of 5% (based on the purchase price plus renovations costs through November 5, 2012) and all other out-of-pocket costs anticipated to have been incurred by the Sponsor in connection with the contribution of the properties, including transfer costs, title insurance premiums and legal fees. In connection with this contribution, our Sponsor received 3,300,000 Class A common shares, 667 Class B common shares and 32,667 Class A units (see Note 6). This transaction has been deemed to be between “entities under common control” under the provisions of ASC 805, Business Combinations , and as such, the accounts relating to the properties contributed have been reflected retroactively in the accompanying condensed consolidated financial statements based on the results of operations and net book value recorded by our Sponsor of $47,646,000 as of date of the contribution, without consideration of the acquisition fees. Costs to transfer title to the properties of $455,000 to us were expensed. The contribution agreement was entered into and effective December 31, 2012 and provides that the Company has conveyed all legal and beneficial right, title and interest in the contributed properties on that date. The agreement also provides that the transfer of title to the properties may be completed after December 31, 2012.

In connection with the contribution agreement, the Company is required to reimburse the Sponsor for renovation costs incurred from November 5, 2012 to December 31, 2012. As of December 31, 2012, the Company had $1,369,000 accrued in amounts payable to affiliates related to these costs.

2,770 Property Contribution

On February 28, 2013, we entered into an agreement with our Sponsor providing for the contribution of 2,770 single-family properties for total consideration of $491,666,000 (the “2,770 Property Contribution”). Our Sponsor had acquired 33 of these properties in 2011, 2,628 in 2012 and 109 in 2013. The consideration to our Sponsor was 31,085,974 Series C convertible units in our Operating Partnership and 634,408 Class B common shares valued at $15.50 per unit/share, which approximates fair value (see Note 6). As the 2,770 Property Contribution has been deemed to be a transaction between entities under common control, the accounts relating to the properties contributed have been recorded by us as if they had been acquired by us on the dates such properties were acquired by our Sponsor.

F-43

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

The following table summarizes the net assets and historical net loss of the 2,770 single-family properties based on the dates such properties were acquired by our Sponsor (amounts in thousands, except number of properties):


	Period from June 23, 2011 to December 31, 2012			Period from January 1, 2013 to February 28, 2013			Total as of February 28, 2013 (transaction date)
Number of properties		2,661			109			2,770
Single family properties	$	365,937		$	20,563		$	386,500
Other assets		7,203			(2,086	)		5,117
Other liabilities		(8,183	)		558			(7,625	)

Net assets contributed	$	364,957		$	19,035		$	383,992

Rents from single family properties	$	4,413		$	3,720		$	8,133
Property operating expenses		(3,326	)		(1,920	)		(5,246	)
Depreciation		(2,021	)		(1,324	)		(3,345	)
Allocated general and administrative expenses		(6,996	)		(993	)		(7,989	)

Net loss	$	(7,930	)	$	(517	)	$	(8,447	)

Contributed net assets and net loss	$	372,887		$	19,552		$	392,439

The net assets of the properties and the related historical net loss has been reflected as a credit to additional paid-in capital during the period such properties were acquired by the Sponsor.

Upon consummation of the transaction on February 28, 2013, the total $386,500,000 net asset value of the properties was reclassified from additional paid-in capital in connection with the issuance of $378,770,000 Series C units in our Operating Partnership and $7,730,000 Class B common shares (see Note 6). Additionally, the other net liabilities associated with the properties of $2,508,000 as of February 28, 2013 have been reclassified from additional paid-in capital to due from affiliates, as these amounts will be subsequently settled in cash by the Sponsor.

Pursuant to the agreement, the Sponsor is responsible for all costs of transfer of the properties and for paying costs associated with the completion of initial renovation of the properties after we acquire them. The costs of such improvements for the period from March 1, 2013 to March 31, 2013 were $4,425,000. This amount has been reflected as an addition to the net asset value of the contributed properties, with a corresponding increase of $4,337,000 and $88,000 to the Series C units in our Operating Partnership and Class B common shares, respectively, issued in connection with the 2,770 Property Contribution.

The total reduction to additional paid-in capital of $356,628,000 reflected in the accompanying condensed consolidated statement of equity for the three months ended March 31, 2013 consists of the $386,500,000 reclassification of the net asset value of the 2,770 properties, offset by (i) the $19,552,000 credit associated with the 109 properties acquired by our Sponsor from January 1, 2013 to February 28, 2013, (ii) $7,812,000 in excess of $6,000 par value associated with issuance of the 634,408 Class B common shares and (iii) the $2,508,000 reclassification of the other net liabilities associated with the properties to due from affiliates.

The Sponsor is currently in the process of assigning the right, title and interest in the properties to the Company. The agreement also provides for the assignment to the Company of escrows for 224 single-family

F-44

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

properties with an aggregate purchase price of $33,519,000. The Company will reimburse the Sponsor for all security deposits in cash, assume all obligations under the existing escrows, and pay all costs of acquiring such properties, including acquisition fees, transfer taxes and other closing costs. The Sponsor is also required to assign the existing escrows to the Company if they are assignable. If not, the properties are required to be assignable upon closing and transfer title to the Company. It is likely that some of these properties will fall out of escrow for various reasons. The Company is currently in the process on assessing which escrows are assignable.

Concurrently with this transaction, commencing February 28, 2013 the Advisor agreed to a permanent reduction in the advisory fee (see Note 7) of $9,800,000 per year.

Note 9. Net loss per share

The following table reflects the computation of net loss per share on a basic and diluted basis for the three months ended March 31, 2013 and 2012 (in thousands, except share information):


	For the three months ended March 31, 2013			For the three months ended March 31, 2012
Income / loss (numerator):
Net loss attributable to common shareholders	$	(7,752	)	$	(164	)
Weighted-average shares (denominator):
Class A common shares issued in formation transactions		3,301,000			3,301,000
Class B common shares issued in formation transactions		667			667
Class A common shares issued in 2012 Offering		35,362,998			—
Class A common shares issued in 2013 Offering		9,343,750			—
Class B common shares issued in connection with 2,770 Property Contribution		225,567			—

Total weighted-average shares		48,233,982			3,301,667

Net loss per share- basic and diluted	$	(0.16	)	$	(0.05	)

Total weighted average shares for the three months ended March 31, 2013 and 2012 shown above excludes an aggregate of 35,805,467 and 4,719,493, respectively, of shares or units in our Operating Partnership (see Note 6), the subscription agreement (see Note 6), and stock options (see Note 6) because they were antidilutive and not related to the formation of the Company.

Due to the inherent complexity of the accompanying condensed consolidated financial statements as a result of the transactions completed between entities under common control (see Note 8), management does not consider the historical net loss per share computations as meaningful.

F-45

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

Note 10. Commitments and contingencies

In connection with the renovation of single-family properties after they are purchased, the Company enters into contracts for the necessary improvements. As of March 31, 2013 and December 31, 2012, the Company had aggregate outstanding commitments of $5,944,000 and $1,694,000, respectively, in connection with these contracts.

As of March 31, 2013 and December 31, 2012, we had commitments to acquire 768 and 462 single-family properties, respectively, with an aggregate purchase price of $115,260,000 and $70,082,000, respectively. Under the 2,770 Property Contribution, the Sponsor agreed to assign escrows of 224 single-family properties with an aggregate purchase price of $33,519,000, which the Company has agreed to reimburse the Sponsor for certain acquisition related costs (see Note 8). It is likely that some of these properties will fall out of escrow for various reasons and will not be acquired. As of April 30, 2013, 55 of these properties had been acquired, 68 had fallen out of escrow and 101 are yet to be acquired.

We are involved in various legal proceedings that are incidental to our business. We believe these matters will not have a materially adverse effect on our financial position.

Note 11. Noncash transactions

On February 28, 2013, our Sponsor contributed 2,770 single-family properties to the Company with a net carrying cost of $386,500,000 in exchange for 31,085,974 Series C convertible units in our Operating partnership and 634,408 Class B common shares (see Note 8).

Note 12. Subsequent events

Subsequent acquisitions

From April 1, 2013 through June 14, 2013, we acquired 4,640 properties with an aggregate purchase price of $688,314,000.

Subscription Agreement Settlement

On April 16, 2013, the Company entered into an agreement with the Sponsor to fully settle the Subscription Agreement based on a price of $17.25 per share, a price determined based on the most recent trade in the price. Such settlement resulted in the issuance of 434,783 Class A common shares to the Sponsor (see Note 6).

Borrowings on Credit Facility

From April 1, 2013 through June 14, 2013, the Company borrowed $390,000,000 under the credit facility (see Note 4).

RJ1 Transaction

On June 14, 2013, the Company acquired the Sponsor’s remaining 80% promoted interest in RJ American Homes 4 Rent One, LLC in exchange for early conversion of the 653,492 3.5% convertible perpetual preferred units held by the Sponsor into 653,492 Class A units (the “RJ1 Transaction”). In connection with the RJ1 Transaction, the Operating Partnership also made a $7,600,000 loan to RJ American Homes 4 Rent One, LLC, the proceeds of which were used to repay the remaining balance on a loan from an affiliate of the Sponsor.

F-46

American Homes 4 Rent

Notes to Unaudited Condensed Consolidated Financial Statements

RJ2 Transaction

On June 14, 2013, the Company acquired the Sponsor’s approximately 33% equity interest and 100% of its promoted interest in RJ American Homes 4 Rent Two, LLC for a purchase price of $12,164,000, consisting of the issuance of 705,167 Class A units.

Management Internalization

On June 10, 2013, the Company acquired the Advisor and the Property Manager from our Sponsor in exchange for 4,375,000 subordinated Series D convertible units and 4,375,000 subordinated Series E convertible units (the “Management Internalization”). Under the terms of a contribution agreement, all administrative, financial, property management, marketing and leasing personnel, including executive management, became fully dedicated to us. Acquisition and renovation personnel will temporarily remain employees of the Sponsor. Upon the 15-month anniversary of the closing of the Management Internalization, we will have the right to offer employment to such acquisition and renovation personnel that will commence 18 months from the closing of the Management Internalization.

2012 Equity Incentive Plan

In April 2013, our board of trustees approved an amendment to the Plan allowing for an increase in the maximum number of Class A common shares available for issuance from 1,500,000 to 6,000,000. This potential increase is contingent upon there being at least 200 million Class A common shares outstanding following the completion of an initial public offering and expires on December 31, 2013.

Alaska Joint Venture Acquisition

On June 11, 2013, the Company acquired a portfolio of 4,778 single-family properties from Alaska Permanent Fund Corporation, acting on behalf of funds which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest (“APFC”), and the Sponsor for a total purchase price of $904,487,000, consisting of the issuance of 43,609,394 Class A common shares in the Company to APFC and 12,395,965 Class A units in the Operating Partnership to AH LLC.

F-47

Independent Auditor’s Report

To the Manager and Member of

American Homes 4 Rent Advisor, LLC and

American Homes 4 Rent Management Holdings, LLC

Malibu, California

We have audited the accompanying combined financial statements of American Homes 4 Rent Advisor, LLC and American Homes 4 Rent Management Holdings, LLC which comprise the combined balance sheets as of December 31, 2012 and the related combined statements of operations, changes in member’s equity, and cash flows for the period from March 23, 2012 through December 31, 2012 and related notes to the combined financial statements.

Management’s Responsibility for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of American Homes 4 Rent Advisor, LLC and American Homes 4 Rent Holdings, LLC as of December 31, 2012, and the results of their operations and their cash flows for the period from March 23, 2012 through December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP

Los Angeles, California

May 28, 2013

F-48

American Homes 4 Rent Advisor, LLC and

American Homes 4 Rent Management Holdings, LLC

Combined Balance Sheets


	March 31, 2013		December 31, 2012
	(unaudited)
ASSETS

Cash	$	3,657,000	$	163,000
Receivables from affiliates		2,835,000		1,088,000
Furniture, fixtures, equipment and software, net		853,000		799,000
Prepaid expenses and other assets		1,577,000		154,000

Total assets	$	8,922,000	$	2,204,000

LIABILITIES AND MEMBERS’ EQUITY

Accounts payable and accrued expenses	$	1,381,000	$	2,335,000
Payables to affiliates		2,214,000		1,503,000

Total liabilities		3,595,000		3,838,000
Members’ equity		5,327,000		(1,634,000	)

Total liabilities and members’ equity	$	8,922,000	$	2,204,000

The accompanying notes are an integral part of these financial statements.

F-49

American Homes 4 Rent Advisor, LLC and

American Homes 4 Rent Management Holdings, LLC

Combined Statements of Operations


	Three Months Ended March 31, 2013			Period from March 23, 2012 to December 31, 2012
	(unaudited)
Revenues:

Advisory fee income	$	2,742,000		$	937,000
Property management fee income		1,094,000			1,122,000
Leasing fee income		173,000			29,000
Other income		120,000			88,000

		4,129,000			2,176,000

Expenses:

Cost of operations		4,102,000			4,279,000
Depreciation and amortization		65,000			33,000

		4,167,000			4,312,000

Net loss	$	(38,000	)	$	(2,136,000	)

The accompanying notes are an integral part of these financial statements.

F-50

American Homes 4 Rent Advisor, LLC and

American Homes 4 Rent Management Holdings, LLC

Combined Statements of Members’ Equity


	Capital Contributions			Accumulated Deficit			Total
Members’ equity, March 23, 2012	$	—		$	—		$	—
Capital contributions from Member		1,102,000			—			1,102,000
Distribution to Member		(600,000	)					(600,000	)
Net loss		—			(2,136,000	)		(2,136,000	)

Members’ equity, December 31, 2012	$	502,000		$	(2,136,000	)	$	(1,634,000	)
Capital contributions from Member		6,999,000			—			6,999,000
Net loss		—			(38,000	)		(38,000	)

Members’ equity, March 31, 2013	$	7,501,000		$	(2,174,000	)	$	5,327,000

The accompanying notes are an integral part of these financial statements.

F-51

American Homes 4 Rent Advisor, LLC and

American Homes 4 Rent Management Holdings, LLC

Combined Statements of Cash Flows


	Three Months Ended March 31, 2013			Period from March 23, 2012 to December 31, 2012
	(unaudited)
Operating activities:
Net loss	$	(38,000	)	$	(2,136,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		230,000			55,000
Other changes in operating assets and liabilities:
Receivables from affiliates		(1,747,000	)		(1,088,000	)
Prepaid expenses and other assets		(1,588,000	)		(176,000	)
Accounts payable and accrued expenses		(954,000	)		2,335,000
Amounts payable to affiliates		711,000			1,503,000

Cash (used in) provided by operating activities		(3,386,000	)		493,000

Investing activities:
Additions to furniture, fixtures, equipment and software		(119,000	)		(832,000	)

Cash used in investing activities		(119,000	)		(832,000	)

Financing activities:
Proceeds from capital contributions from Member		6,999,000			1,102,000
Distributions to Member		—			(600,000	)

Cash provided by financing activities		6,999,000			502,000

Net increase in cash		3,494,000			163,000
Cash, beginning of period		163,000			—

Cash, end of period	$	3,657,000		$	163,000

The accompanying notes are an integral part of these financial statements.

F-52

American Homes 4 Rent Advisor, LLC and

American Homes 4 Rent Management Holdings, LLC

Notes to Combined Financial Statements

1. Basis of presentation and operations

The accompanying combined financial statements present the combined historical financial position and results of operations for American Homes 4 Rent Advisor, LLC (the “Advisor”) and American Homes 4 Rent Management Holdings, LLC (together with its subsidiaries, the “Property Manager”) for the period from March 23, 2012 (commencement of operations) to December 31, 2012 and for the three months ended March 31, 2013 (unaudited). Both entities are wholly-owned subsidiaries of American Homes 4 Rent, LLC (“AH LLC”). The Advisor commenced operations on November 21, 2012. Prior to the formation of the Property Manager, the operations of the Property Manager were conducted by American Homes 4 Rent Management, LLC, a related party predecessor entity, which commenced operations on March 23, 2012. In July 2012, American Homes 4 Rent Management, LLC became a wholly owned subsidiary of the Property Manager. As such, the operations of the Property Manager include the combined operations of these entities since March 23, 2012. During the periods presented in the accompanying combined financial statements, the Advisor has performed advisory services to American Homes 4 Rent, a Maryland real estate investment trust (the “REIT”) (see Note 3) and the Property Manager has performed property management services for the REIT, AH LLC and certain affiliates of AH LLC (see Note 4). The results of operations of the Property Manager for the period from March 23, 2012 to March 31, 2012 are de minimis. As such the operations has not been reflected in the accompanying combined financial statements separately.

In May 2013, the REIT entered into an agreement with AH LLC that provides for the contribution of its member interests in the Advisor and the Property Manager in exchange for 4,375,000 Series D convertible units and 4,375,000 Series E convertible units in the REIT’s operating partnership. Completion of this transaction is subject to a number of conditions including obtaining the consent of the holders of a majority of the REIT’s shares. Management believes that consummation of this transaction is probable.

Since commencement of operations, the combined operations of the Advisor and the Property Manager have incurred net losses. AH LLC has funded these losses, the cumulative amount of which has been included in capital contributions in the accompanying combined balance sheets. AH LLC has committed to continue to fund the combined losses of the Advisor and the Property Manager while they are its subsidiaries. Upon consummation of the transaction with the REIT as described above, the REIT has committed to fund the operations of the Advisor and the Property Manager as needed, for a minimum of 13 months from the date the Companies are acquired by the REIT.

2. Significant accounting policies

Accounting principles and consolidation

The accompanying combined financial statements include the accounts of the Advisor and the Property Manager. Intercompany transactions have been eliminated. The accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”).

Revenue recognition

Advisory fee income and property management fee income is recognized over time as earned based upon the terms of the advisory management agreement and property management agreement. Leasing fee income is deferred and amortized over the term of the lease, usually one year.

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Leasing Costs

Direct and incremental costs we incur with our third party property managers are capitalized and amortized over the term of the lease, usually one year. Amortization expense for the three months ended March 31, 2013 and for the period from March 23, 2012 to December 31, 2012 was $165,000 and $22,000, respectively.

Cash

We maintain our liquid cash at financial institutions. The combined account balances typically exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit. We believe that this risk is not significant.

Furniture, fixtures, equipment and software

Furniture, fixtures, equipment and software are capitalized and depreciated (or amortized) over their related useful lives on a straight-line basis. Estimated useful lives are 5 years for furniture fixtures and equipment and 3 years for software and computing systems. Depreciation and amortization expense for the three months ended March 31, 2013 and for the period from March 23, 2012 to December 31, 2012 was $65,000 and $33,000, respectively.

In the event that facts and circumstances indicate that the cost of an asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the carrying amount to determine if a write-down to market value is required.

Income taxes

Under current federal and state laws, limited liability companies are generally not subject to income taxes. The Manager and Property Manager have determined that application of ASC 740-10, Accounting for Income Taxes, did not result in the recognition of any liability and that there are no unrecognized tax benefits that would, if recognized, affect the effective tax rate. Therefore, no provision has been made for such taxes in the accompanying combined financial statements. For income tax purposes, profit or loss is includable in tax returns of the individual members.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reportable amounts and disclosures in the financial statements. These estimates are inherently subjective in nature and actual results could differ from estimates and the differences may be material.

Litigation

The Manager and Property Manager may be a party to lawsuits routinely arising in the normal course of business. Management does not believe that the outcome of such litigation, individually or in the aggregate, will have a material adverse effect on the combined financial position, results of operations, or cash flows of the Manager and Property Manager.

3. Advisory management income

The Manager has been engaged in managing the REIT pursuant to an advisory management agreement entered into on November 21, 2012. Pursuant to the advisory management agreement, the Manager is responsible for designing and implementing the REIT’s business activities and day-to-day operations, subject to the oversight by the REIT’s board of trustees. Pursuant to the advisory management agreement, the Advisor has been paid an

F-54

advisory management fee equal to 1.75% per year of adjusted shareholders’ equity of the REIT, as defined, calculated and paid quarterly in arrears. In connection with a contribution of 2,770 properties to the REIT by AH LLC, the Advisor agreed to a permanent reduction in the advisory management fee equal to $9,800,000 per year, commencing February 28, 2013. In accordance with the advisory management agreement, the Advisor may only be terminated with cause. At March 31, 2013 and December 31, 2012, amounts due from the REIT pursuant to this agreement of $2,755,000 and $937,000 are reflected in receivables from affiliates.

4. Property management income

The Property Manager has been engaged in managing single-family properties since March 23, 2012 pursuant to the terms of various property management agreements with the REIT, AH LLC and its affiliates. Pursuant to the terms of this agreement, the Property Manager directs the leasing, management and advertising of single-family properties owned by these entities, including collecting rents and acting as a liaison with the tenants. Under the terms of the property management agreements, the entities are entitled to use the “American Homes 4 Rent” name and logo on their properties.

Pursuant to a property management agreement with AH LLC, the Property Manager is paid a property management fee equal to 8% of collected rents with no separate leasing fee. Pursuant to the property management agreement with the REIT, the Property Manager is paid a property management fee equal to 6% of the collected rents and a leasing fee equal to one-half of each lease’s monthly rent. Pursuant to a property management agreement with American Homes 4 Rent I, LLC (“Alaska”, an affiliate of AH LLC), the Property Manager is paid a property management fee equal to 8% of collected rents and a leasing fee equal to $300 per executed lease. Pursuant to property management agreements with RJ American Homes 4 Rent One, LLC and RJ American Homes 4 Rent Two, LLC (collectively “RJ”, affiliates of AH LLC), the Property Manager is paid a property management fee equal to 5% of collected rents and a leasing fee equal to $300 per executed lease. These agreements with the Property Manager may only be terminated with cause. At March 31, 2013 and December 31, 2012, amounts receivable from affiliates in connection with these property management agreements were $80,000 and $151,000, respectively.

Following is a summary of property management fee income and leasing fee income for the three months ended March 31, 2013 and the period from March 23, 2012 to December 31, 2012 (in thousands):


Property Management Fee Income	Three Months Ended March 31, 2013		Period from March 23, 2012 to December 31, 2012
	(unaudited)
AH LLC	$	324	$	745
REIT		203		12
Alaska		524		325
RJ		43		40

	$	1,094	$	1,122


Leasing Fee Income	Three Months Ended March 31, 2013		Period from March 23, 2012 to December 31, 2012
	(unaudited)
AH LLC	$	—	$	—
REIT		54		1
Alaska		119		28
RJ		—		—

	$	173	$	29

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5. Cost of operations

Cost of operations consists of the following (in thousands):


Cost of Operations	Three Months Ended March 31, 2013		Period from March 23, 2012 to December 31, 2012
	(unaudited)
Payroll and benefits	$	2,405	$	2,181
Rent and occupancy		399		467
Third party management/leasing fees		730		667
Travel		133		189
Other		435		775

	$	4,102	$	4,279

6. Furniture, fixtures, equipment and software, net

Furniture, fixtures, equipment and software consists of the following (in thousands):


Furniture, fixtures, equipment and software	March 31, 2013			December 31, 2012
	(unaudited)
Furniture & fixtures	$	301		$	189
Computer equipment		107			110
Software		543			533

		951			832
Accumulated depreciation and amortization		(98	)		(33	)

Furniture, fixtures, equipment and software, net	$	853		$	799

7. Lease commitments

In connection with their operations, the Advisor and the Property Manager enter into non-cancellable operating leases for office space, which expire at various dates through March 1, 2016. Future minimum lease commitments under these leases as of December 31, 2012 are as follows (in thousands):


Year	Amount
2013	$	158
2014		108
2015		92
2016		15

	$	373

8. Related Party Transactions

Pursuant to a services agreement with Malibu Management, Inc. (“MMI”), an affiliate, the Advisor and the Property Manager receive exclusive services of all management and other personnel dedicated their businesses. The Manager and the Property Manager reimburse MMI for all compensation, benefits and other costs associated with such services on a pass-through basis. During the three months ended March 31, 2013 and the period from March 23, 2012 to December 31, 2012, total services incurred under the agreement were $2,405,000 and $2,181,000, respectively.

AH LLC has provided the Advisor and Property Manager operating capital since its inception.

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At March 31, 2013 and December 31, 2012, the payable to MMI and AH LLC was $2,214,000 and $1,503,000, respectively.

9. Subsequent Events

In accordance with ASC 855, Subsequent Events , management has evaluated subsequent events through May 28, 2013, the date at which the financial statements were available for issuance.

F-57

Independent Auditor’s Report

Board of Trustees and Shareholders

American Homes 4 Rent

Malibu, California

We have audited the accompanying statement of revenues and certain expenses of Alaska Portfolio (the “Properties”) for the period from August 11, 2011 through December 31, 2011 and for the year ended December 31, 2012 and related notes (the “financial statements”).

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and certain expenses described in Note 1 of the Alaska Portfolio for the period from August 11, 2011 through December 31, 2011 and for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

We draw attention to Note 1 to the financial statement, which describes that the accompanying financial statement was prepared for the purpose of complying with the rules and regulations of Securities and Exchange Commission and is not intended to be a complete presentation of the Properties’ revenue and expenses. Our opinion is not modified with respect to this matter.

/s/ BDO USA, LLP

Los Angeles, California

June 4, 2013

F-58

Alaska Portfolio

Statements of Revenues and Certain Operating Expenses


	Three months ended March 31, 2013 (Unaudited)		Year ended December 31, 2012		Period from August 11, 2011 to December 31, 2011
Revenues:
Rents from single-family properties	$	6,390,000	$	6,401,000	$	76,000

Total revenues		6,390,000		6,401,000		76,000

Certain operating expenses:
Property operating expenses		3,923,000		4,263,000		50,000
Acquisition fees and costs expensed		129,000		1,171,000		—
General and administrative expenses		59,000		127,000		11,000

Total certain operating expenses		4,111,000		5,561,000		61,000

Revenues in excess of certain operating expenses	$	2,279,000	$	840,000	$	15,000

The accompanying notes are an integral part of these statements of revenues and certain operating expenses.

F-59

Alaska Portfolio

Notes to the Statements of Revenues and Certain Operating Expenses

Note 1. Background

American Homes 4 Rent (the “Company”) has a non-binding agreement in principle with Alaska Permanent Fund Corporation, acting on behalf of funds which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest, and American Homes 4 Rent, LLC (the “Sponsor”) to acquire a portfolio of 4,778 single-family properties (the “Alaska Portfolio”). The accompanying statements reflect revenue and certain operating expenses of 4,767, 4,292 and 173 single-family properties owned at March 31, 2013, December 31, 2012 and December 31, 2011, of which 2,056, 1,031, and 41 were leased as of those dates, and the remainder were either under renovation or available for lease as of such dates. The revenues and certain operating expenses are not representative of the properties, as if they were operating during the entire periods, as the Alaska Portfolio was actively acquiring properties throughout each of the periods presented.

The accompanying statements include the revenues and certain operating expenses of single-family property rental operations of the Alaska Portfolio. The Alaska Portfolio includes 547 single-family properties that were contributed by the Sponsor, which is a related party to the Company. Accordingly, revenues and certain operating expenses related to these contributed properties have been presented since August 11, 2011, the date the Sponsor commenced acquiring these properties.

The accompanying statements of revenues and certain operating expenses have been prepared on the accrual basis of accounting for the purpose of complying with rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, the statements of revenues and certain operating expenses exclude items that may not be comparable to the proposed future operations of the properties, such as depreciation, amortization, entity expenses, and other costs not directly related to future operations. The accompanying statement of revenues and certain operating expenses for the three months ended March 31, 2013 is unaudited. In the opinion of management, all normal and recurring adjustments necessary to present fairly the revenues and certain operating expenses of the Alaska Portfolio for the unaudited period have been made. The results for the three months ended March 31, 2013 should not be construed as indicative of the results to be expected for the full year.

Note 2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. These estimates are inherently subjective in nature and actual results could differ from estimates and the differences may be material.

Revenue and Expense Recognition

Rental income attributable to residential leases, which are generally for a one-year term, is recognized on a straight-line basis.

Costs incurred to prepare properties to be rented (primarily renovation costs), along with related holding costs during the period of renovation, are capitalized to the cost of the building. Upon completion of the renovation of the single-family properties, all costs of operations, including repairs and maintenance, are expensed as incurred.

Property taxes and homeowner’s association assessments are accrued based on amounts billed. In some circumstances, estimates and historical trends are used when bills or assessments are not available.

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Alaska Portfolio

Notes to the Statements of Revenues and Certain Operating Expenses

Note 3. Related party transactions

The Alaska Portfolio’s single-family properties are managed by American Homes 4 Rent Management Holdings, LLC (the “Property Manager”), which is a subsidiary of the Sponsor. Under the terms of the property management agreement, the Property Manager is paid a fee equal to 8% of collected rents in compensation for overseeing and directing the management and advertising of the Alaska Portfolio’s properties, including collecting rents and acting as liaison with the tenants. In addition, the Property Manager is paid a leasing fee equal to $300 for each executed lease. Property management fees paid to the Property Manager were $524,000, $502,000, and $0 for the three months ended March 31, 2013, the year ended December 31, 2012 and the period from August 11, 2011 to December 31, 2011, respectively. For the same periods, leasing fees paid to the Property Manager were $119,000, $28,000, and $0, respectively. Both fees are included in property operating expenses in the accompanying statements of revenues and certain operating expenses.

In connection with the acquisition of single-family properties comprising the Alaska Portfolio (except properties contributed by the Sponsor), an acquisition fee equal to 5% of all costs and expenses incurred in connection with the initial acquisition, repair and renovation of single-family properties (net of any broker fees received by the Property Manager) for the Sponsor’s services in identifying, evaluating, acquiring and overseeing the renovation of the Alaska Portfolio’s properties was paid, which amounted to approximately $27,235,000, $24,957,000, and $0 for the three month period ended March 31, 2013, the year ended December 31, 2012 and for the period from August 11, 2011 to December 31, 2011, respectively. Acquisition fees for single-family properties acquired with in-place leases are expensed as incurred and are included in acquisition fees and costs expensed in the accompanying statements of revenues and certain operating expenses. The acquisition fees expensed for the three month period ended March 31, 2013, the year ended December 31, 2012 and for the period from August 11, 2011 to December 31, 2011 were approximately $129,000, $790,000, and $0, respectively.

A component of property and liability insurance coverage for the Alaska Portfolio is provided through a “captive” insurance program organized by affiliates of the Sponsor. Insurance expense to affiliates of the Sponsor was $226,000, $275,000 and $4,000 for the three months ended March 31, 2013, the year ended December 31, 2012 and the period from August 11, 2011 to December 31, 2011, respectively, and is included in property operating expenses in the accompanying statements of revenues and certain operating expenses. The cost of insurance provided by the Sponsor is less than the cost of comparable coverage available from third parties.

Note 4. Subsequent Events

In accordance with ASC 855, Subsequent Events , management has evaluated subsequent events through June 4, 2013, the date at which these statements of revenues and certain operating expenses were available for issuance.

F-61

LOGO

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31.

Other Expenses of Issuance and Distribution.

The following table itemizes the expenses incurred by us in connection with the issuance and distribution of the securities being registered hereunder. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee.


SEC registration fee	$	170,500
FINRA filing fee		*
NYSE listing fee		*
Printing and engraving fees		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses (including legal fees)		*
Transfer agent and registrar fees		*
Director and officer liability insurance policy premium		*
Miscellaneous expenses		*

Total	$	*

*	To be completed by amendment.

Item 32.

Sales to Special Parties.

At our request, the underwriters have reserved for sale at the initial public offering price up to Class A common shares, or approximately % of our Class A common shares offered by this prospectus, for sale under a directed share program to persons who are trustees, officers or employees or who are otherwise associated with our company. We do not know if these persons will choose to purchase all or any portion of these reserved Class A common shares, but any purchases they do make will reduce the number of shares available for sale to the general public. Any reserved shares not so purchased in the directed share program will be offered by the underwriters to the general public on the same basis as the other shares offered hereby. Any trustees, employees or other persons purchasing such reserved Class A common shares will be prohibited from selling such shares for a period of 180 days after the date of this prospectus. The Class A common shares issued in connection with the directed share program will be issued as part of the underwritten offering.

Item 33.

Recent Sales of Unregistered Securities.

On October 19, 2012, we issued an aggregate of 1,000 Class A common shares to AH LLC in connection with our formation in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

On November 20, 2012, and November 29, 2012, we issued an aggregate of 670,000 options to purchase our Class A common shares to members of our board of trustees and the executive team, employees and other service providers of American Homes 4 Rent Advisor, LLC, our former manager, under the 2012 Incentive Plan, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

On December 10, 2012, we completed a private placement of 35,360,898 Class A common shares to certain institutional and individual investors at a price per share of $15.00, for an aggregate offering price of approximately $530.4 million, and net proceeds of approximately $494.8 million after deducting initial purchaser’s discount and placement fees of $34.3 million and other offering expenses (the “Initial Private

II-1

Placement”). The offer and sale of our Class A common shares in the Initial Private Placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

On December 31, 2012, our operating partnership issued 653,492 3.5% convertible perpetual preferred units, which are convertible into Class A units any time after June 30, 2013, to AH LLC, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

On December 31, 2012, we issued 3,300,000 Class A common shares and 667 Class B common shares and our operating partnership issued 32,667 Class A units to AH LLC at a price of $15.00 per share or unit in exchange for the contribution of certain single-family properties valued at $49.4 million and $0.6 million in cash. No sales commission or other consideration was paid in connection with the issuance of these securities. The transaction was exempt from registration under Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

On February 28, 2013, we issued to AH LLC 634,408 Class B common shares, and our operating partnership issued to AH LLC 31,085,974 Series C units, in each case based upon a price per share or unit of $15.50, in exchange for the 2,770 single-family properties for a maximum agreed upon value of approximately $491.7 million, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

On March 14, 2013, we completed a private placement of 46,718,750 Class A common shares to certain institutional and individual investors at a price per share of $16.00, for an aggregate offering price of approximately $747.5 million, and net proceeds of approximately $703.8 million after deducting initial purchaser’s discount and placement fees of $42.4 million and other offering expenses (the “Follow-On Private Placement”, and together with the Initial Private Placement, the “Private Placements”). The offer and sale of our Class A common shares in the Follow-On Private Placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

FBR Capital Markets & Co., or FBR, served as the initial purchaser and placement agent for the Private Placements. In both Private Placements, some of the Class A common shares were reoffered by FBR to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act or to certain persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The remainder of the Class A common shares were offered pursuant to a private placement to “accredited investors,” as defined in Rule 501 under the Securities Act, with FBR acting as the placement agent.

On June 10, 2013, in connection with our Management Internalization, our operating partnership issued to AH LLC 4,375,000 Series D units and 4,375,000 Series E units as consideration for the acquisition of our former manager and our former property manager from AH LLC, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

On June 11, 2013, we issued 43,609,394 Class A common shares to APFC and our operating partnership issued 12,395,965 Class A units to AH LLC as consideration for the Alaska Joint Venture Acquisition, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

Item 34.

Indemnification of Trustees and Officers.

The Maryland statute governing REITs formed under the laws of that state, or the Maryland REIT law, permits a Maryland REIT to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

II-2

The Maryland REIT law permits a Maryland REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the MGCL for directors and officers of a Maryland corporation. The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

•

the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

•

the director or officer actually received an improper personal benefit in money, property or services; or

•

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

•

a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

•

a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our declaration of trust and bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

•

any present or former trustee or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or

•

any individual who, while a trustee or officer of our company and at our request, serves or has served another corporation, REIT, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, trustee, member or manager of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

We have entered into indemnification agreements with each of our trustees and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

Insofar as the foregoing provisions permit indemnification of trustees, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-3

Item 35.

Treatment of Proceeds from Stock Being Registered.

None of the proceeds will be contributed to an account other than the appropriate capital account.

Item 36.

Financial Statements and Exhibits.

(a)	Financial Statements.

See Index to Financial Statements

(b)	Exhibits. The following exhibits are filed as part of, this registration statement on Form S-11:

II-4

Exhibit Index


Exhibit Number		Exhibit Document

1.1*		Form of Underwriting Agreement

2.1‡		Amended and Restated Contribution Agreement, dated December 28, 2012, by and among American Homes 4 Rent, American Homes 4 Rent, L.P., American Homes 4 Rent, Properties One LLC and American Homes 4 Rent, LLC

2.2‡		First Amendment to Amended and Restated Contribution Agreement, dated January 30, 2013, by and among American Homes 4 Rent, American Homes 4 Rent, L.P., American Homes 4 Rent Properties One, LLC and American Homes 4 Rent, LLC

2.3‡		Second Amendment to Amended and Restated Contribution Agreement, dated March 18, 2013, by and among American Homes 4 Rent, American Homes 4 Rent, L.P., American Homes 4 Rent Properties One, LLC and American Homes 4 Rent, LLC

2.4‡		Contribution Agreement, dated February 25, 2013, by and among American Homes 4 Rent, LLC, American Homes 4 Rent, American Homes 4 Rent, L.P. and AH4R Properties Holdings, LLC

2.5‡		Contribution Agreement, dated May 28, 2013, by and among American Homes 4 Rent, LLC, American Homes 4 Rent and American Homes 4 Rent, L.P.

2.6‡		Contribution Agreement, dated June 11, 2013, by and among American Homes 4 Rent, American Homes 4 Rent, LLC, Alaska Permanent Fund Corporation, American Homes 4 Rent, L.P., American Homes 4 Rent I, LLC and American Homes 4 Rent TRS, LLC

3.1		Articles of Amendment and Restatement of Declaration of Trust of American Homes 4 Rent

3.2		Amended and Restated Bylaws of American Homes 4 Rent

4.1*		Specimen Class A Common Share Certificate of American Homes 4 Rent

5.1*		Opinion of Hogan Lovells US LLP regarding the validity of the securities being registered

8.1*		Opinion of Hogan Lovells US LLP regarding certain tax matters

10.1		Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.2		First Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.3		Amended and Restated Second Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.4		Third Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.5		Fourth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.6		Registration Rights Agreement, dated November 21, 2012, by and among American Homes 4 Rent, American Homes 4 Rent Advisor, LLC and FBR Capital Markets & Co.

10.7		Registration Rights Agreement, dated March 14, 2013, by and among American Homes 4 Rent, American Homes 4 Rent Advisor, LLC and FBR Capital Markets & Co.

10.8		Registration Rights Agreement, dated June 10, 2013, by and among American Homes 4 Rent and American Homes 4 Rent, LLC

10.9		Registration Rights Agreement, dated June 11, 2013, by and among American Homes 4 Rent and Alaska Permanent Fund Corporation

10.10		Investor Subscription Agreement, dated November 21, 2012, by and among American Homes 4 Rent and American Homes 4 Rent, LLC

II-5


Exhibit Number		Exhibit Document

10.11		Amendment to Investor Subscription Agreement, dated April 16, 2013, by and among American Homes 4 Rent and American Homes 4 Rent, LLC

10.12		Master Loan and Security Agreement, dated March 7, 2013, by and among American Homes 4 Rent Properties One, LLC, American Homes 4 Rent Properties Two, LLC, American Homes 4 Rent Properties Three, LLC, American Homes 4 Rent Properties Four, LLC, American Homes 4 Rent Properties Five, LLC, American Homes 4 Rent Properties Six, LLC and Wells Fargo Bank, National Association

10.13		Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement, dated June 6, 2013, by and among American Homes 4 Rent Properties One, LLC, American Homes 4 Rent Properties Two, LLC, American Homes 4 Rent Properties Three, LLC, American Homes 4 Rent Properties Four, LLC, American Homes 4 Rent Properties Five, LLC, American Homes 4 Rent Properties Six, LLC, AH4R Properties, LLC, for itself and each of the entities listed in Annex I to the Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement as Joining Borrowers, American Homes 4 Rent, L.P., American Homes 4 Rent, Wells Fargo Bank, National Association, Goldman Sachs Bank USA, J.P. Morgan Chase Bank N.A., and Bank of America, National Association

10.14		Second Omnibus Joinder Amendment Agreement, dated June 21, 2013, by and among American Homes 4 Rent Properties One, LLC, American Homes 4 Rent Properties Two, LLC, American Homes 4 Rent Properties Three, LLC, American Homes 4 Rent Properties Four, LLC, American Homes 4 Rent Properties Five, LLC, American Homes 4 Rent Properties Six, LLC, American Homes 4 Rent, L.P., AH4R Properties, LLC, for itself and the entities listed in Annex I to the Second Omnibus Joinder Amendment Agreement as Existing Borrowers, American Homes 4 Rent I, LLC, for itself and the entities listed in Annex I to the Second Omnibus Joinder Amendment Agreement as Joining Borrowers, Wells Fargo Bank, National Association, J.P. Morgan Chase Bank, N.A., Bank of America, National Association and Goldman Sachs Bank USA

10.15		Employee Administration Agreement, dated June 10, 2013, by and among American Homes 4 Rent and Malibu Management Inc.

10.16		Amended and Restated Agreement on Investment Opportunities, dated June 10, 2013, by and among American Homes 4 Rent and American Homes 4 Rent, LLC

10.17†		Amended and Restated American Homes 4 Rent 2012 Equity Incentive Plan

10.18†		Form of Nonqualified Share Option Agreement

10.19†		Form of Indemnification Agreement with Trustees and Executive Officers

21.1		List of Subsidiaries of American Homes 4 Rent

23.1		Consent of BDO USA, LLP

23.2**		Consent of John Burns Real Estate Consulting, LLC

23.3*		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

23.4*		Consent of Hogan Lovells US LLP (included in Exhibit 8.1)

24.1**		Power of Attorney (included on the signature page to this Registration Statement)

99.1		John Burns Real Estate Consulting, LLC Market Study

*	To be filed by amendment.

**	Previously filed.

†	Indicates management contract or compensatory plan.

‡	The schedules and exhibits to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any such omitted schedules or exhibits to the SEC upon request.

II-6

Item 37.

Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in city of Malibu, state of California on June 25, 2013.


AMERICAN HOMES 4 RENT

By:		/s/ David P. Singelyn
		David P. Singelyn
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


By:	/s/ David P. Singelyn	Date: June 25, 2013
	David P. Singelyn Chief Executive Officer and Trustee (Principal Executive Officer)

By:	/s/ Peter J. Nelson	Date: June 25, 2013
	Peter J. Nelson Chief Financial Officer (Principal Financial Officer)

By:	/s/ Vincent Chan	Date: June 25, 2013
	Vincent Chan Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

By:	*	Date: June 25, 2013
	B. Wayne Hughes (Non-Executive Chairman)

By:	*	Date: June 25, 2013
	John Corrigan Chief Operating Officer and Trustee (Trustee)

By:	*	Date: June 25, 2013
	Dann V. Angeloff (Trustee)

By:	*	Date: June 25, 2013
	Matthew J. Hart (Trustee)

By:	*	Date: June 25, 2013
	James H. Kropp (Trustee)

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By:	*	Date: June 25, 2013
	Lynn Swann (Trustee)

By:	*	Date: June 25, 2013
	Kenneth Woolley (Trustee)

*By:	/s/ David P. Singelyn
	Attorney-in-fact

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Exhibit Index


Exhibit Number		Exhibit Document

1.1 ^*		Form of Underwriting Agreement

2.1 ^‡		Amended and Restated Contribution Agreement, dated December 28, 2012, by and among American Homes 4 Rent, American Homes 4 Rent, L.P., American Homes 4 Rent, Properties One LLC and American Homes 4 Rent, LLC

2.2 ^‡		First Amendment to Amended and Restated Contribution Agreement, dated January 30, 2013, by and among American Homes 4 Rent, American Homes 4 Rent, L.P., American Homes 4 Rent Properties One, LLC and American Homes 4 Rent, LLC

2.3 ^‡		Second Amendment to Amended and Restated Contribution Agreement, dated March 18, 2013, by and among American Homes 4 Rent, American Homes 4 Rent, L.P., American Homes 4 Rent Properties One, LLC and American Homes 4 Rent, LLC

2.4 ^‡		Contribution Agreement, dated February 25, 2013, by and among American Homes 4 Rent, LLC, American Homes 4 Rent, American Homes 4 Rent, L.P. and AH4R Properties Holdings, LLC

2.5 ^‡		Contribution Agreement, dated May 28, 2013, by and among American Homes 4 Rent, LLC, American Homes 4 Rent and American Homes 4 Rent, L.P.

2.6 ^‡		Contribution Agreement, dated June 11, 2013, by and among American Homes 4 Rent, American Homes 4 Rent, LLC, Alaska Permanent Fund Corporation, American Homes 4 Rent, L.P., American Homes 4 Rent I, LLC and American Homes 4 Rent TRS, LLC

3.1		Articles of Amendment and Restatement of Declaration of Trust of American Homes 4 Rent

3.2		Amended and Restated Bylaws of American Homes 4 Rent

4.1*		Specimen Class A Common Share Certificate of American Homes 4 Rent

5.1 ^*		Opinion of Hogan Lovells US LLP regarding the validity of the securities being registered

8.1 ^*		Opinion of Hogan Lovells US LLP regarding certain tax matters

10.1		Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.2		First Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.3		Amended and Restated Second Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.4		Third Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.5		Fourth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.

10.6		Registration Rights Agreement, dated November 21, 2012, by and among American Homes 4 Rent, American Homes 4 Rent Advisor, LLC and FBR Capital Markets & Co.

10.7		Registration Rights Agreement, dated March 14, 2013, by and among American Homes 4 Rent, American Homes 4 Rent Advisor, LLC and FBR Capital Markets & Co.

10.8		Registration Rights Agreement, dated June 10, 2013, by and among American Homes 4 Rent and American Homes 4 Rent, LLC

10.9		Registration Rights Agreement, dated June 11, 2013, by and among American Homes 4 Rent and Alaska Permanent Fund Corporation

10.10		Investor Subscription Agreement, dated November 21, 2012, by and among American Homes 4 Rent and American Homes 4 Rent, LLC

10.11		Amendment to Investor Subscription Agreement, dated April 16, 2013, by and among American Homes 4 Rent and American Homes 4 Rent, LLC


Exhibit Number		Exhibit Document

10.12		Master Loan and Security Agreement, dated March 7, 2013, by and among American Homes 4 Rent Properties One, LLC, American Homes 4 Rent Properties Two, LLC, American Homes 4 Rent Properties Three, LLC, American Homes 4 Rent Properties Four, LLC, American Homes 4 Rent Properties Five, LLC, American Homes 4 Rent Properties Six, LLC and Wells Fargo Bank, National Association

10.13		Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement, dated June 6, 2013, by and among American Homes 4 Rent Properties One, LLC, American Homes 4 Rent Properties Two, LLC, American Homes 4 Rent Properties Three, LLC, American Homes 4 Rent Properties Four, LLC, American Homes 4 Rent Properties Five, LLC, American Homes 4 Rent Properties Six, LLC, AH4R Properties, LLC, for itself and each of the entities listed in Annex I to the Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement as Joining Borrowers, American Homes 4 Rent, L.P., American Homes 4 Rent, Wells Fargo Bank, National Association, Goldman Sachs Bank USA , J.P. Morgan Chase Bank N.A., and Bank of America, National Association

10.14		Second Omnibus Joinder Amendment Agreement, dated June 21, 2013, by and among American Homes 4 Rent Properties One, LLC, American Homes 4 Rent Properties Two, LLC, American Homes 4 Rent Properties Three, LLC, American Homes 4 Rent Properties Four, LLC, American Homes 4 Rent Properties Five, LLC, American Homes 4 Rent Properties Six, LLC, American Homes 4 Rent, L.P., AH4R Properties, LLC, for itself and the entities listed in Annex I to the Second Omnibus Joinder Amendment Agreement as Existing Borrowers, American Homes 4 Rent I, LLC, for itself and the entities listed in Annex I to the Second Omnibus Joinder Amendment Agreement as Joining Borrowers, Wells Fargo Bank, National Association, J.P. Morgan Chase Bank, N.A., Bank of America, National Association and Goldman Sachs Bank USA

10.15		Employee Administration Agreement, dated June 10, 2013, by and among American Homes 4 Rent and Malibu Management Inc.

10.16		Amended and Restated Agreement on Investment Opportunities, dated June 10, 2013, by and among American Homes 4 Rent and American Homes 4 Rent, LLC

10.17†		Amended and Restated American Homes 4 Rent 2012 Equity Incentive Plan

10.18†		Form of Nonqualified Share Option Agreement

10.19†		Form of Indemnification Agreement with Trustees and Executive Officers

21.1		List of Subsidiaries of American Homes 4 Rent

23.1		Consent of BDO USA, LLP

23.2 ^**		Consent of John Burns Real Estate Consulting, LLC

23.3 ^*		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

23.4 ^*		Consent of Hogan Lovells US LLP (included in Exhibit 8.1)

24.1 ^**		Power of Attorney (included on the signature page to this Registration Statement)

99.1		John Burns Real Estate Consulting, LLC Market Study

*	To be filed by amendment.

**	Previously filed.

†	Indicates management contract or compensatory plan.

‡	The schedules and exhibits to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any such omitted schedules or exhibits to the SEC upon request.

Exhibit 2.1

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “ Agreement ”) is executed as of December 28, 2012 by and among AMERICAN HOMES 4 RENT , a Maryland real estate investment trust (the “ Company ”), AMERICAN HOMES 4 RENT , L.P., a Delaware limited partnership (the “ OP ”), AMERICAN HOMES 4 RENT, PROPERTIES ONE, LLC , a Delaware limited liability company and wholly-owned subsidiary of the OP (“ AH One ”) and AMERICAN HOMES 4 RENT, LLC , a Delaware limited liability company (“ AH LLC ”), and amends and restates that certain Contribution Agreement dated November 21, 2012.

R E C I T A L S :

A. AH LLC currently owns (indirectly through the AH Subsidiaries (as defined below)) the real properties listed on Exhibit B (each, an “ Available Property ”, and collectively, the “ Available Properties ”).

B. On or before the Final Closing (as such terms are defined below), AH LLC’s subsidiaries listed in Exhibit B (collectively, the “ AH Subsidiaries ”, and together with AH LLC, collectively, the “ AH Parties ”) will distribute to AH LLC all of their right, title and interest in and to the Available Properties, although the record ownership of the Available Properties will remain with the AH Subsidiaries (as title-holding agent only) until the Final Closing and then be directly deeded to AH One, as provided below.

C. At the Final Closing, AH LLC shall contribute all of its interest in the Available Properties (other than Excluded Properties (as defined below)) to the Company (the “ Contributed Properties Interests ”) by transferring all beneficial interests in and to its interest in the Available Properties (other than the Excluded Properties) to the Company, which shall immediately thereafter transfer all such beneficial interests in and to the Contributed Properties Interests to the OP, which shall immediately thereafter transfer all such beneficial interests in and to the Contributed Properties Interests to AH One and (ii) AH LLC shall direct the applicable AH Subsidiaries to deed record ownership of the Available Properties (other than the Excluded Properties) to be conveyed as set forth above (the “ Contributed Properties ”) to AH One. For purposes of clarity, the parties have agreed to allow the AH Subsidiaries to direct deed legal title to the Contributed Properties to AH One, on behalf of AH LLC instead of requiring that the AH Subsidiaries first deed the Contributed Properties Interests to AH LLC, then AH LLC deed the Contributed Properties Interests to the Company, then the Company deed the Contributed Properties Interests to the OP and then the OP deed the Contributed Properties Interests to AH One.

D. At the Final Closing, AH LLC shall contribute to the OP, an amount equal to $490,005 of the AH Cash Contributed Amount (as defined below) (the “ OP Cash Contribution ”) and AH LLC shall contribute to the Company the remainder of the AH Cash Contributed Amount (the “ Company Cash Contribution ”). The Company shall immediately thereafter contribute the Company Cash Contribution to the OP.

A G R E E M E N T :

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. AH LLC Contribution .

1.1. At the Final Closing, AH LLC shall contribute to the Company (a) the Contributed Properties (by transferring all beneficial interests in and to the Contributed Properties Interests to the Company, with the beneficial interests in and to the Contributed Properties Interests being immediately contributed by the Company to the OP and by the OP to AH One, and directing each of the AH Subsidiaries to direct deed legal title to each Contributed Property to AH One, as set forth in Section 3.2 below) and (b) the AH Cash Contributed Amount less $490,005, which is allocated to be contributed to the OP (by contributing the Company Cash Contribution to the Company, with the Company immediately thereafter contributing the Company Cash Contribution to the OP).

1.2. At the Final Closing, AH LLC shall contribute to the OP $490,005 of the AH Cash Contributed Amount (by contributing the OP Cash Contribution to the OP).

1.3. At the Final Closing, the Company shall issue to AH LLC (a) 3,300,000 Class A common shares, par value $0.01 per share, of the Company (the “ A Common Shares ”), and (b) 667 Class B common shares, par value $0.01 per share, of the Company (the “ B Common Shares ”), and the OP shall issue to AH LLC 32,667 common units of partnership interest of the OP (the “ OP units ”). The A Common Shares and the B Common Shares are collectively referred to as the “ Common Shares .” The value of each Contributed Property (the “ Contributed Value ”) is set forth in Exhibit B , but is computed as set forth on Exhibit C .

2. Contributed Properties Further Defined . As used herein, the term “ Contributed Properties ” shall include any and all of the AH Parties’ legal and beneficial right, title and interest in and to the Contributed Properties, including, without limitation, any and all of the AH Parties’ legal and beneficial right, title and interest in and to:

(a) The land upon which the Contributed Properties are situated (the “ Land ”).

(b) All easements, rights-of-way, air rights, subsurface rights, development rights and water rights appertaining to the Land, all rights and appurtenances pertaining to the Land (including, without limitation, minerals, gas, oil and other hydrocarbon substances on and under the Land), and all water, water rights and water stock relating to the Land, and adjacent streets, roads, alleys, strips and gores.

(c) All buildings, improvements, other structures, facilities, fixtures, landscaping, parking lots and paving in and on the Land or associated therewith (“ Improvements ”).

(d) The leases affecting the Contributed Properties (the “ Leases ”).

(e) All tangible personal property, if any, located on or about the Land and Improvements to the extent the same is owned by the AH Parties, if any, including but not limited to all furniture, furnishings, trade fixtures, building systems and equipment (including, without limitation, HVAC, security and life safety systems) and other tangible personal property owned by the AH Parties that is located at the Contributed Properties (“ Tangible Personal Property ”).

(f) To the extent assignable by the AH Parties to the Company or the OP, as applicable (but expressly excluding any trademarks or tradenames owned by any of the AH Parties), (i) all intangible property (“ Intangible Property ”), if any, owned by the AH Parties and pertaining or relating to the Land, Improvements and Tangible Personal Property, including, without limitation, entitlements and governmental approvals, plans and specifications, studies, warranties, licenses, permits and any rights in and to any homeowners’ or similar associations, building plans and specifications, certificates of occupancy, operating permits, sign permits, development rights and approvals, engineering, soils, pest control and other reports relating to the Contributed Properties; (ii) any claims, causes of actions, warranties or other rights pertaining or relating to the Land, Improvements and Tangible Personal Property (including, without limitation, any rights under any title policies, insurance policies or commitments issued to the AH Parties or any affiliate thereof); provided, however, that the AH Parties expressly reserve all rights pursuant to any such matters to the extent any of the AH Parties determine that such rights are useful in defending any claims brought against any of the AH Parties, and (iii) maintenance, service and other operating contracts, equipment leases and other arrangements or agreements to which any of the AH Parties is a party affecting the ownership, repair, maintenance, management, leasing or operation of the Contributed Properties.

3. Closing .

3.1. Closing Date and Place . The final closing of the transactions contemplated by this Agreement (the “ Final Closing ”) will take place on December 31, 2012 (the “ Final Closing Date ”), at the principal offices of the Company. Notwithstanding the foregoing, the AH Cash Contributed Amount and the Contributed Properties Interests (and all beneficial interests therein) shall be deemed to have been contributed effective as of December 31, 2012. For convenience purposes, the AH Cash Contributed Amount and the actual deeds conveying the Contributed Properties Interests may be delivered and/or recorded prior to, or after, December 31, 2012, but the date of delivery of such amount or such deeds or recordation of such deeds shall not affect the fact that December 31, 2012 is the effective date of the contribution of the beneficial interests thereof.

3.2. Closing Actions and Documents . At the Final Closing, the following events shall occur in the order specified below and the following closing documents shall be delivered by and to the parties specified below:

(a)(i) all beneficial interests in and to the Contributed Property Interests shall be deemed to have been transferred from AH LLC to the Company, and AH LLC shall be deemed to have directed the applicable AH Subsidiary to transfer legal title to such Contributed Property Interests to the Company, and then deemed to have been immediately thereafter transferred from the Company to the OP and from the OP to AH One, and AH LLC, the Company and the OP shall have be deemed to have jointly directed the applicable AH Subsidiary to transfer legal title to such Contributed Property Interests to AH One;

(b) a grant deed, special warranty deed or other customary deed for the state in which each Contributed Property is located (which deed shall be in form and substance reasonably acceptable to the Company) (the “ Deed ”) transferring legal title from the applicable AH Subsidiary to AH One shall be executed, acknowledged and delivered to First American Title Insurance Company at One First American Way, Santa Ana, CA 92701 (the “ Title Company ”) for recordation in the office of the county recorder in which the applicable Contributed Property is located, subject to the timing discussed in Section 3.1 above;

(c) an Assignment and Assumption of Personal Property and Leases in the form of Exhibit D (the “ Assignment ”) shall be executed and delivered by AH LLC to AH One concurrently with the recordation of the Deed;

(d) an affidavit certifying that AH LLC is not a foreign entity under the Foreign Investment in Real Property Act, and a certificate certifying the same with respect to the applicable AH Subsidiary to the extent required under any law of the states in which the Contributed Properties are located, shall be executed and delivered by AH LLC concurrently with the recordation of the Deed;

(e) the AH Cash Contributed Amount (with respect to the Company Cash Contribution) shall have been delivered to the Company, $490,005 of the AH Cash Contributed Amount (with respect to the OP Cash Contribution) shall have been delivered to the OP and the AH Cash Contributed Amount (with respect to the Company Cash Contribution) shall have been delivered to the OP through the Company; and

(f) such other documents or items as may be reasonably required by the Title Company to effect the consummation of the transaction contemplated by this Agreement.

At the Final Closing, (i) all beneficial interests in and to the Contributed Property shall be deemed to have been transferred from AH LLC to the Company (as described in Section 3.2(a) above), and AH LLC or AH LLC, the Company or the OP, as applicable, shall be deemed to have directed the applicable AH Subsidiary to transfer legal title to such Contributed Property

to AH One, (ii) AH LLC shall cause the Deed conveying legal title to the Contributed Property from the applicable AH Subsidiary to AH One to be executed, acknowledged and delivered to the Title Company for recordation in the office of the county recorder in which the applicable Contributed Property is located, subject to the timing discussed in Section 3.1 above, and (iii) with respect to the Contributed Properties, AH LLC shall also execute and deliver the documents required under Sections 3.2(c) , (d) , and (f) .

AH LLC shall cause all of the foregoing actions under Section 3.2 to be deemed to have occurred on the Final Closing Date; however, copies of each of the executed and recorded documents shall be executed and delivered by AH LLC as soon as available after the Final Closing Date.

3.3. Closing Costs . AH LLC shall directly pay for all out of pocket costs incurred in connection with the transfer of Contributed Properties, including, but not limited to, transfer taxes, recording fees, HOA transfer fees, registration fees, escrow and title fees, title insurance premiums, any and all prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction of any existing loan encumbering any Contributed Property and legal fees incurred by AH LLC. Notwithstanding the foregoing, if any AH Party incurs any renovation costs after November 5, 2012 in connection with any of the Contributed Properties, then the Company will reimburse AH LLC for such amounts, together with a five percent (5%) acquisition fee thereon. The provisions of this Section 3.3 shall survive the Final Closing.

4. Title Policies . As a condition to the closing, the Title Company shall be irrevocably committed (subject on only to the payment of premiums) to deliver to AH One a 2006 ALTA Owner’s Policy of Title Insurance with standard coverage (collectively, the “ Title Policies ”) for the Contributed Properties with a liability limit for each Contributed Property in the respective amounts set forth on Exhibit B attached hereto ( i.e. , the amount of insurance shall reflect the Contributed Value), showing title vested in AH One, subject to those matters approved by the Company (the “ Permitted Exceptions ”), except that in no event shall any of the Contributed Properties be subject to (a) any mortgages, deeds of trust or other monetary liens or encumbrances except for (i) non-delinquent real property taxes and assessments, which are a lien not yet due and payable, (ii) non-delinquent assessments pursuant to any covenants, conditions and restrictions or (iii) liens imposed by laws, such as carriers’, warehousemen’s and mechanics’ liens, and other similar liens arising in the ordinary course of business which secure payment of obligations arising in the ordinary course of business not more than 60 days past due, (b) any rights of first refusal or first offer, right of redemption or purchase options, (c) zoning laws and ordinances applicable to the Contributed Properties which are violated by the existing Improvements or present uses thereof or the transfer of the Contributed Properties, or (d) covenants, conditions and restrictions on title that prohibit the leasing of any of the Contributed Properties.

5. Excluded Properties . Prior to the Final Closing, the Company shall have the right to review and diligence the Available Properties to determine whether any representation made by AH LLC herein would be inaccurate. If at any time prior to the conveyance of fee title to any Available Property to the Company, the Company determines that any representation made by AH LLC herein with respect to any Available Property would be inaccurate, then the Company

may elect to remove such Available Property (each, an “ Excluded Property ”, and collectively, the “ Excluded Properties ”) from the list of Available Properties, as determined in its sole discretion. In addition, if at any time prior to the conveyance of fee title to any Available Property to the Company, AH LLC determines that any representation made by AH LLC herein with respect to any Available Property would be inaccurate, then AH LLC may elect to remove such Available Property. In either of the foregoing events, such Excluded Properties shall be excluded and not be deemed contributed to the Company on the Final Closing Date. The Contributed Properties shall include all of the Available Properties other than the Excluded Properties, and until such time as the Company or AH LLC provides one (1) or more written notice(s) setting forth the Excluded Properties, the term Contributed Properties, as used herein, shall mean all Available Properties. If the Contributed Value of the Contributed Properties is less than $50,000,010, at the Final Closing, AH LLC shall contribute cash to the Company and the OP in the aggregate amount by which the Contributed Value of the Contributed Properties is less than $50,000,010 (the “ AH Cash Contributed Amount ”). In addition, notwithstanding anything to the contrary contained herein, if the Company or the OP owes any money to AH LLC as of the Final Closing (as otherwise set forth in this Agreement), then AH LLC may, at its option, elect to offset such amounts against the AH Cash Contributed Amount in lieu of receiving such payment at the Final Closing. The parties acknowledge and agree that property FL11226 (also known as 575 Timber Trace Court, Orange Park FL) shall be an Excluded Property. As such, in connection with the exclusion of property FL11226, AH LLC will contribute cash at the Final Closing in the amount of $131,950.63 to the OP, which shall be credited against the total OP Cash Contribution of $490,005 to be contributed to the OP.

6. Representations and Warranties .

6.1. Representations and Warranties of AH LLC . Except as set forth on Exhibit E , AH LLC hereby represents, warrants and covenants to the Company, the OP and AH One as follows as of the Effective Date and as of the Final Closing Date, which representations, warranties and covenants shall survive the Final Closing:

(a) Due Authorization . This Agreement has been duly authorized, executed and delivered by AH LLC and constitutes the legal, valid and binding agreement of AH LLC, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.

(b) Litigation and Default . (i) No AH Party has been served with notice of any legal proceeding with respect to the Contributed Properties, (ii) to AH LLC’s Knowledge, no legal proceeding has been threatened against any AH Party or against or with respect to any of the Contributed Properties, including, without limitation, any actual or threatened legal proceedings challenging the foreclosure process or otherwise pertaining to any lender liability, nor, to AH LLC’s Knowledge, is there any claim or grounds for any claim that might result in any legal proceeding, (iii) to AH LLC’s Knowledge, no AH Party nor any of the Contributed Properties is in material breach of any provisions of any Legal Requirement and (iv) to AH LLC’s Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a material breach of any Legal

Requirement on the part of any AH Party or any of the Contributed Properties, except for in each of (i), (ii), (iii) and (iv) a proceeding, breach or event that would not reasonably be expected to result in a Material Adverse Effect. For purposes of this Agreement, a “ Material Adverse Effect ” means any circumstance, event, change or effect that, individually or in the aggregate: (A) is material and adverse to the condition (financial or otherwise), results of operations, business, assets or liabilities of AH LLC (on a collective basis) and (B) would materially impair the ability of AH LLC to perform its duties and obligations under this Agreement, provided, however, that Material Adverse Effect shall not be deemed to include the impact of (1) changes or conditions (including, without limitation, changes in economic, financial market, credit market, regulatory or political conditions) affecting the United States or state economies, or the ownership and operation of residential properties, and which do not have a materially disproportionate impact on AH LLC, as compared to similarly situated owners and operators of residential properties, or (2) actions or omissions of AH LLC taken with the express prior written consent of Company in contemplation of the transactions contemplated hereby.

(c) Organization and Good Standing of the AH Parties . Each AH Party (i) is a duly formed limited liability company validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each of the states in which they are required to be qualified, and (ii) has the requisite limited liability company power and authority to (A) carry on its business as now being conducted, except where the failure to be qualified would not reasonably be expected to result in a Materially Adverse Effect and (B) execute, deliver and perform its obligations under this Agreement and the documents to be executed and delivered by each AH Party pursuant to this Agreement (to the extent it is a party thereto).

(d) No Conflict; Legal Compliance . (1) Neither the execution, delivery, nor performance of this Agreement by the AH Parties, nor any action or omission on the part of the AH Parties required pursuant hereto, nor the consummation of the transactions contemplated by this Agreement will (i) result in a breach or violation of, or constitute a default under, any Legal Requirement; (ii) result in a breach of any term or provision of the charter documents of any AH Party; or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument, indenture, lease or other material document to which any AH Party is a party or by which any of its properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture, lease, or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, default or violation that would not reasonably be expected to result in a Material Adverse Effect; and (2) no AH Party is, or will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained, except for such failure to give notice or obtain consent which would not reasonably be expected to result in a Material Adverse Effect.

(e) Insolvency . No AH Party has (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally.

(f) Title to Contributed Properties . Immediately following the Final Closing, the OP shall have good and marketable title to each of the Contributed Properties, and the AH Parties will have transferred title and all beneficial interests in and to each of the Contributed Properties to the Company and/or the OP, as applicable, pursuant to this Agreement and a grant deed, special warranty deed or other customary deed for the state in which such Contributed Property is located. Each of the subsidiaries of AH LLC which owns a legal interest in a Contributed Property is listed on the signature page to this Agreement.

(g) Eminent Domain and Impositions . To the Knowledge of AH LLC, there are no existing or proposed or contemplated eminent domain proceedings that would affect any of the Contributed Properties. There are no delinquent assessments relating to the Contributed Properties for public improvements, including, without limitation, those for construction of sewer and water lines and mains, street lights, streets, sidewalks and curbs.

(h) Agreements . Except for the Property Specific Exceptions and the Leases, management agreements and other documents disclosed on Exhibit F , (1) to the Knowledge of AH LLC, there are no agreements, contracts, documents, easements, restrictions or covenants specifically related to any of the Contributed Properties which are reasonably anticipated to have a Material Adverse Effect, (2) to the Knowledge of AH LLC, no agreements, contracts, documents, easements, restrictions or covenants relating to, or in any way affecting, the Contributed Properties will prevent the OP from leasing, operating or disposing of the applicable Contributed Property in a commercially reasonable manner, (3) no AH Party has entered into any agreement, contract, document, restriction or covenant that could materially and adversely affect the use, rental, operation or enjoyment of any of the Contributed Properties, and (4) to the Knowledge of AH LLC, none of the Contributed Properties is subject to any restrictions relating to affordability or age restrictions (such as senior housing). Without limiting the foregoing, neither the Company nor the OP will be liable for any amounts payable under any management or leasing agreement relating to the Contributed Properties, other than those management fees, if any, payable to American Homes 4 Rent Management Holdings, LLC (“ Property Manager ”) accruing under the agreement of even date between the OP and the Property Manager (the “ Property Management Agreement ”) after the transfer of the Contributed Properties to the OP.

(i) No Defaults under Agreements . None of the AH Parties, nor, to the Knowledge of AH LLC, any other party to any material agreement affecting the Contributed Properties (including, without limitation, any of the covenants, conditions, restrictions, right-of-way or easements constituting one or more of the Property Specific Exceptions), has given to the AH Parties or, to the Knowledge of AH LLC, received any notice of any uncured default with respect to any material agreement affecting the Contributed Properties which would have a Material Adverse Effect, and, no event has occurred or, to the Knowledge of AH LLC, is threatened, which through the passage of time or the giving of notice, or both, would constitute a default thereunder which would have a Material Adverse Effect, except for Permitted Encumbrances. To the Knowledge of AH LLC, such agreements are valid and binding and in full force and effect, have not been amended, modified or supplemented since such time as such agreements were made available to the OP, except for such amendments, modifications and supplements delivered or made available to the OP.

(j) Leases . True and complete copies of all Leases have been made available to the OP; to the Knowledge of AH LLC, such Leases are in full force and effect; and no AH Party has received any written notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured.

(k) No Options to Purchase . There exist no options, rights of first offer, rights of first refusal or any other form of right or option to purchase any of the Contributed Properties.

(l) Improvements . Prior to the Effective Date, excluding those properties which were occupied and continued to be occupied by the same tenant before and after the foreclosure sale, AH LLC has, at its sole cost and expense, performed, in a good and workmanlike manner and in accordance with applicable Laws (including, obtaining any required permits), the maintenance, repairs, replacements and capital expenditures to the Contributed Properties performed through the date of transfer. All amounts owing to any contractors, engineers, consultants, architects and other persons providing services and materials to any AH Party in connection with such work on the Contributed Properties have been paid in full or will be paid in full by AH LLC prior to delinquency (but such amounts shall be taken into account in determining the Contributed Value and the Company will be responsible for paying all such work performed after November 5, 2012, or, if any AH Party pays any such amounts, then the Company will reimburse AH LLC for such amounts, together with a five percent (5%) acquisition fee thereon, as of the Final Closing).

(m) Compliance with Laws . The AH Parties have not received written notice of any material violation of, and to AH LLC’s Knowledge, none of the Contributed Properties violates in any material manner, any Laws affecting any of

the Contributed Properties that remains uncured, and the AH Parties have not received written notice of, and to AH LLC’s Knowledge, AH LLC is not aware of any basis for, any revocation or threatened revocation of any license or permit.

(n) Exhibit B . Each listed address of the Contributed Properties set forth on Exhibit B is true and correct in all material respects.

(o) Hazardous Materials . To AH LLC’s Knowledge, no Person has used, generated, manufactured, stored or disposed any Hazardous Substances in, at, on, under or about the Contributed Properties or transported any Hazardous Substance to or from the Contributed Properties in violation of applicable laws. To AH LLC’s Knowledge, (a) the Contributed Properties are not in violation, nor have been or are currently under investigation for violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under or about the Contributed Properties, including, but not limited to, soil or groundwater conditions, (b) the Contributed Properties have not been subject to, and are not within 2,000 feet of, a deposit of any Hazardous Substance other than facilities normal for middle-class residential neighborhoods, (c) there has been no discharge, migration or release of any Hazardous Substance from, into, on, under or about the Contributed Properties, and (d) there is not now, nor has there ever been on or in the Contributed Properties underground storage tanks or surface impoundments, any asbestos-containing materials or any polychlorinated biphenyls used in hydraulic oils, electrical transformers or other equipment.

(p) Brokers, Finders and Advisors . AH LLC has not entered into any agreement resulting in the Company or the OP having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement for any brokerage, finder or advisory fees or charges of any kind whatsoever, other than the fees payable to FBR Capital Markets & Co.

(q) Foreign Asset Control . To AH LLC’s Knowledge, none of the AH Parties nor any of their affiliates or constituents is a Person that: (i) is, or is controlled by, a Designated Person; (ii) has received funds or other property from a Designated Person; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law. Neither the AH Parties nor any of their affiliates or constituents engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Designated Person. The AH Parties are in compliance with the Patriot Act. The AH Parties have taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that (A) no Person who owns any direct or indirect interest in the AH Parties is a Designated Person; and (B) funds invested directly or indirectly in the AH Parties are derived from legal sources.

(r) AH Distribution of Property . Prior to the Final Closing, the AH Subsidiaries will have distributed to AH LLC all of their respective beneficial

right, title and interest in and to the Available Properties previously owned by such AH Subsidiary. The AH Subsidiaries will continue to hold legal title to the Available Properties only as a title-holding agent on behalf of AH LLC, and at the Final Closing, AH LLC will be deemed to have transferred all beneficial interests in and to the Contributed Properties Interests to the Company. The Company will be deemed to have then immediately transferred all beneficial interests in and to the Contributed Properties Interests to the OP and the OP will be deemed to have then immediately transferred all beneficial interests in and to the Contributed Properties Interests to AH One, and AH LLC will cause the AH Subsidiaries to direct deed legal title to the Contributed Properties to AH One on behalf of AH LLC, the Company and the OP, as applicable, thereby ultimately consolidating legal and beneficial ownership of the Contributed Properties in AH One.

(s) Monetary Liens and Encumbrances . Other than (i) non-delinquent real property taxes and assessments (ii) non-delinquent assessments pursuant to any covenants, conditions and restrictions, and (iii) liens imposed by laws, such as carriers’, warehousemen’s and mechanics’ liens, and other similar liens arising in the ordinary course of business which secure payment of obligations arising in the ordinary course of business not more than 60 days past due, there are no taxes, assessments, mortgages, deeds of trust, mechanics’ liens or other monetary liens affecting the Contributed Properties.

(t) Representations as to Issuance of Common Shares and OP Units.

(1) AH LLC understands that the Common Shares and the OP units, as applicable, being issued hereunder have not been registered under the Securities Act, or under applicable state securities laws (“ Blue Sky Laws ”), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such Common Shares and OP units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws, and that the certificates representing such Common Shares and OP Units, if any, shall bear a legend noting such restrictions as described in Section 22 hereof.

(2) The Common Shares and the OP units being purchased hereunder are being acquired under this Agreement by AH LLC in good faith solely for its own account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the Common Shares and the OP units shall not be disposed of by AH LLC in contravention of the Securities Act or any applicable Blue Sky Laws.

(3) AH LLC has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Common Shares and the OP units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such Common Shares and OP units).

(4) AH LLC is personally and directly familiar with business that is conducted and is intended to be conducted by the Company and the OP, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the trustees of the Company concerning the business and financial affairs of the Company and the OP, and the terms and conditions of its acquisition of such Common Shares and OP units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

(5) AH LLC has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and/or financial advisers of the terms, nature and risks of investing in the Common Shares and the OP units at this time, and to consult with them as appropriate about the investment.

(6) AH LLC is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

6.2. Representations, Warranties and Agreements of the Company and the OP . Each of the Company, the OP and AH One hereby represents and warrants to AH LLC as follows, as of the Effective Date:

(a) Organization . The Company, the OP and AH One have the full power and authority to execute, deliver and perform its obligations under this Agreement and the documents to be executed and delivered by the Company, the OP and AH One pursuant to this Agreement.

(b) Due Authorization . This Agreement has been duly authorized, executed and delivered by the Company, the OP and AH One, and constitutes the legal, valid and binding agreement of the Company, the OP and AH One enforceable against the Company, the OP and AH One in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.

(c) No Conflict . (1) Neither the execution, delivery, nor performance of this Agreement by the Company, the OP and AH One, nor any action or omission on the part of the Company, the OP and AH One required pursuant hereto, nor the consummation of the transactions contemplated by this Agreement will (i) result in a breach or violation of, or constitute a default under, any Legal Requirement; (ii) result in a breach of any term or provision of the charter documents of the Company, the OP and AH One or result in the breach of any term or provision thereof; or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument,

indenture, lease or other material document to which the Company, the OP and AH One is a party or by which any of the properties of the Company, the OP and AH One is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture, lease, or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, breach or violation that would not reasonably be expected to result in a Material Adverse Effect (as defined above with references to AH LLC being deemed to be references to each of the Company, the OP and AH One for purposes of this paragraph); and (2) neither the Company, the OP and AH One is, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement which has not already been given or obtained, except for such failure to give notice or obtain consent which would not reasonably be expected to result in a Material Adverse Effect.

(d) Brokers, Finders and Advisors . Neither the Company, the OP and AH One has entered into any agreement resulting in the any of the AH Parties having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company, the OP and AH One for any brokerage, finder or advisory fees or charges of any kind whatsoever, other than the fees payable to FBR Capital Markets & Co.

(e) Title to Common Shares . Upon AH LLC’s transfer of the Contributed Properties Interests and delivery by the Company to AH LLC of the certificates for the Common Shares which AH LLC is acquiring under this Agreement, (i) the Common Shares to be issued at the Final Closing will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, and (ii) AH LLC will acquire the Common Shares, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement or those that result from action by AH LLC.

(f) Title to OP units . Upon AH LLC’s transfer of $490,005 of the AH Contributed Amount and delivery by the OP to AH LLC of the certificates for the OP units which AH LLC is acquiring under this Agreement, (i) the OP units to be issued at the Final Closing will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, and (ii) AH LLC will acquire the OP units, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement or those that result from action by AH LLC.

(g) Capitalization . Prior to the Final Closing, the Company will issue 34,000,000 Class A Common Shares to FBR Capital Markets & Co. in connection

with a private placement. Such shares, together with the Common Shares issued to AH LLC under this Agreement pursuant to Section 1 hereof, and the Class A Common Shares to be issued to executive officers and trustees of the Company, will constitute all of the outstanding capital shares of the Company, and all such common shares will have been duly authorized and validly issued, fully paid and non-assessable. As of the date hereof, the Company has not issued any outstanding securities convertible into or exchangeable for, or outstanding options, warrants or other rights to purchase or subscribe for, any common shares or other securities of the Company, other than (i) an aggregate of up to 300,000 options to purchase Class A Common Shares granted under the American Homes 4 Rent Equity Incentive Plan and (ii) the option granted to AH LLC to purchase up to $50 million of Class A Common Shares pursuant to that certain Investor Subscription Agreement by and among AH LLC, the Company and the OP of even date. No holder of outstanding common shares of the Company has any statutory preemptive right under Maryland law, or any contractual right to subscribe for any securities of the Company.

(h) Renovation of the Contributed Properties . The Company and the OP agree to be responsible for all renovation work to the Contributed Properties after November 5, 2012, together with a 5% acquisition fee thereon payable to AH LLC. If any AH Party pays for any such renovation work, the Company or the OP will reimburse AH LLC for such amounts, together with a five percent (5%) acquisition fee thereon.

7. Prorations . All monthly rents and other monthly income from the Contributed Properties, real estate and personal property ad valorem taxes, and other recurring operating expenses of the Contributed Properties (collectively, the “ Proration Items ”) shall be prorated on the basis of actual days elapsed as of 11:59 p.m. on the day prior to the Final Closing:

(a) Generally . Those items for which actual bills are not available at the Final Closing, shall be prorated based upon good faith estimates using bills from the previous month or year, as applicable or, in the case of ad valorem taxes, the most recent tax rate and assessed value. There shall be no post-closing adjustments. No prorations will be made in relation to any AH Parties’ existing financing, all of which shall be the responsibility solely of AH LLC.

(b) Lease Rentals; Security Deposits . All non-delinquent rents, charges and revenue of any kind relating to the Contributed Properties shall be prorated as of Final Closing. No proration will be made with respect to any delinquent rents not received as of Final Closing. All delinquent rents received by the Company or the OP after Final Closing, will be applied (i) first, to current rent and other amounts then due and payable under the applicable Lease, (ii) then to delinquent rent due for periods prior to the month of Final Closing, and (iii) then to delinquent rent due for periods after the month of Final Closing.

(c) Operating Expenses . All insurance premiums, utility bills, management fees and other recurring monthly operating expenses (including, without limitation, homeowners association assessments, dues and fees) that are not paid by tenants under Leases directly shall be prorated as of Final Closing.

(d) Proration . If the statement of prorations prepared by AH LLC and submitted to the Company reflects a payment to the Company, AH LLC shall pay such amount to the Company within 60 days following the Final Closing. If such statement of prorations reflects a payment to AH LLC, AH LLC shall receive a credit against the AH Cash Contributed Amount or, at AH LLC’s option, the Company shall pay such amount to AH LLC within 60 days following the Final Closing.

8. Indemnification and Claims .

8.1. Indemnification .

(a) Subject to the other provisions of this Section 8 , AH LLC shall indemnify, defend and hold harmless each of the Company, the OP and AH One and each of their respective officers, directors, board members, trustees, members, partners, employees, agents, consultants, attorneys, advisors, successors and assigns from and against any and all costs and expenses (including reasonable attorney’s fees), suits, proceedings, judgments, settlements, fines, losses, claims, liabilities, interest, awards, penalties, demands, assessments and damages (collectively, “ Claims/Damages ”) to the extent relating to or arising out of (i) any breach of any representation or warranty made by AH LLC in this Agreement, (ii) a breach of, or a failure to perform, any covenant, agreement or undertaking, made by or on behalf of AH LLC under this Agreement, and (iii) any action, proceeding or claim arising out of any irregularity in the foreclosure sale, any bankruptcy or creditor rights or any applicable law relating to foreclosure, bankruptcy or creditor rights which may deprive, divest or relinquish the Company’s interest in the Contributed Properties. Subject to the other provisions of this Section 8 , the Company, the OP and AH One shall indemnify, defend and hold harmless AH LLC and its officers, directors, board members, trustees, members, partners, employees, agents, consultants, attorneys, advisors, successors and assigns from and against any and all Claims/Damages to the extent relating to or arising out of (i) any breach of any representation or warranty made by the Company, the OP or AH One in this Agreement, and (ii) a breach of, or a failure to perform, any covenant, agreement or undertaking, made by or on behalf of the Company, the OP or AH One under this Agreement.

(b) For purposes of this Agreement, any amounts actually recovered from third parties, including amounts actually recovered under insurance policies, shall be considered when determining the Claims/Damages incurred by an indemnified party. Any indemnified party having a claim under these indemnification provisions shall cooperate with the indemnifying party to recover any amounts from third parties so as to reduce the amount of any Claims/Damages hereunder. Notwithstanding anything to the contrary contained herein, in no event shall the foregoing agreement to indemnify include any liability for consequential, speculative or punitive damages.

8.2. Claims . If an indemnified party intends to seek indemnification pursuant to this Section 8 , such indemnified party shall promptly provide written notice to the party from whom indemnification is being sought describing such claim in reasonable detail; provided that the failure to provide such notice shall not affect the obligations of the indemnifying party.

9. Breach; Remedies . Upon the occurrence of a breach hereunder, the parties shall have all rights and remedies at law or in equity, including, without limitation, the Company, the OP and AH One shall have the right to specifically enforce AH LLC’s obligation to convey the Contributed Properties to AH One. Notwithstanding anything to the contrary contained herein, in no event shall any party hereto have any liability hereunder with respect to consequential, speculative or punitive damages, and each party hereby expressly waives any right to pursue consequential, speculative or punitive damages.

10. Notices . All notices, demands and requests hereunder shall be in writing and shall be deemed to have been properly given if (a) hand delivered; (b) sent by reputable overnight courier service; or (c) sent by United States registered or certified mail, postage prepaid, addressed to the parties at the respective addresses set forth below, or at such other address as any of the parties may from time to time designate by written notice given as herein required. Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. All such notices shall be addressed as follows:


If to the Company:		American Homes 4 Rent
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: General Counsel

If to the OP:		American Homes 4 Rent, L.P.
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: General Counsel

If to AH One:		American Homes 4 Rent Properties One, LLC
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: General Counsel

If to AH LLC:		American Homes 4 Rent, LLC
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: General Counsel

11. Entire Agreement; Amendments . This Agreement (together with any exhibits and schedules) contain or will contain the entire agreement among the parties with respect to the transfer of the Contributed Properties and the AH Contributed Amount by AH LLC to the Company, the OP and/or AH One, as applicable, and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments and understandings between the parties. This Agreement may be amended, changed, terminated or modified only by agreement in writing signed by all of the parties.

12. Successors and Assigns . The covenants, agreements, rights and options contained in this Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, successors and assigns of the parties hereto and all Persons or entities claiming by, through or under any of them.

13. Further Documents . Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions that may be or become necessary or expedient to effectuate and carry out the transactions contemplated herein.

14. Governing Law . To the maximum extent permitted by law, this Agreement shall be governed by, construed and enforced in accordance with internal law, and not the law pertaining to conflicts or choice of law, of the State of Maryland.

15. Counterparts . This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original and all of which, collectively, shall constitute one agreement.

16. Legal Fees . In the event of the bringing of any action or suit by a party hereto against another party hereunder, then in that event, the prevailing party in such action or dispute shall be entitled to have and recover of and from the other party all costs and expenses of suit, including actual attorneys’ fees. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys’ fees (collectively “ Costs ”) incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include, without limitation, attorneys’ fees, costs and expenses incurred in (i) post judgment motions, (ii) contempt proceeding, (iii) garnishment, levy, and debtor and third party examination, (iv) discovery, and (v) bankruptcy litigation.

17. Construction of Agreement . No party, or its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against any party.

18. No Waiver . A waiver by either party hereto of a breach of any of the covenants or agreements in this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.

19. Severability . In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public

policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law.

20. Headings . The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. All references in this Agreement to sections and exhibits are to sections and exhibits of this Agreement, unless otherwise indicated.

21. Survival . All covenants and agreements contained herein to be performed after the Final Closing, and all representations, warranties and indemnities, shall survive the Final Closing for a period of twelve (12) months after the Final Closing.

22. Legends . All certificates representing the Common Shares and OP units to be issued at the Final Closing shall bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


Company:	AMERICAN HOMES 4 RENT, a Maryland real estate investment trust

	By:	/s/ Peter Nelson Peter Nelson, its Chief Financial Officer
		/s/ Peter Nelson Peter Nelson, its Chief Financial Officer

OP:	AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership

	By:	AMERICAN HOMES 4 RENT, a Maryland real estate investment trust, its General Partner


		By:	/s/ Peter Nelson
			Peter Nelson, its Chief Financial Officer

AH One:	AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company

	By:	/s/ Peter Nelson Peter Nelson, its Chief Financial Officer
		/s/ Peter Nelson Peter Nelson, its Chief Financial Officer

AH LLC:	AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company


	By:	/s/ David Singelyn David Singelyn, its Manager
		/s/ David Singelyn David Singelyn, its Manager

- Signature Page -

The undersigned, being all of the AH Subsidiaries that have an interest in the Available Properties, have reviewed the foregoing Contribution Agreement. The AH Subsidiaries agree to take any further action required to evidence and effect the transfer, conveyance and assignment of the Available Properties. The Company, the OP and AH One shall have all rights and remedies to enforce the AH Subsidiaries obligations hereunder, including, without limitation, the right to enforce the AH Subsidiaries through specific performance.

AH4R-AZ 11, LLC, a Delaware limited liability company

AH4R-CA 3, LLC, a Delaware limited liability company

AH4R-CA 11, LLC, a Delaware limited liability company

AH4R-FL 3, LLC, a Delaware limited liability company

AH4R-FL 11, LLC, a Delaware limited liability company

AH4R-GA 3, LLC, a Delaware limited liability company

AH4R-GA 11, LLC, a Delaware limited liability company

AH4R-IL, LLC, a Delaware limited liability company

AH4R-IL 4, LLC, a Delaware limited liability company

AH4R-IL 11, LLC, a Delaware limited liability company

AH4R-NC, LLC, a Delaware limited liability company

AH4R-NC 3, LLC, a Delaware limited liability company

AH4R-NC 11, LLC, a Delaware limited liability company

AH4R-OH, LLC, a Delaware limited liability company

AH4R-OH 3, LLC, a Delaware limited liability company

AH4R-OH 11, LLC, a Delaware limited liability company

AH4R-TN 3, LLC, a Delaware limited liability company

AH4R-TN 11, LLC, a Delaware limited liability company

AH4R-TX 11, LLC, a Delaware limited liability company


By:		/s/ Sara Vogt-Lowell
		Sara Vogt-Lowell, its Sr. Vice President

- Signature Page -

Exhibit 2.1

LIST OF EXHIBITS

A.	Certain Definitions

B.	Schedule of Contributed Properties

C.	Value of Contributed Properties

D.	Assignment and Assumption of Personal Property and Leases

E.	Disclosures by AH LLC

F.	Leases, Management Agreements and Other Documents

EXHIBIT A

CERTAIN DEFINITIONS

1. “ AH Cash Contributed Amount ” is defined in Section 5 of the Agreement.

2. “ Anti-Terrorism Law ” means each of: (a) the Executive Order; (b) the Patriot Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956; and (d) any other Law now or hereafter enacted to monitor, deter or otherwise prevent terrorism or the funding or support of terrorism.

3. “ Designated Person ” means any Person who (a) is named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and/or any other similar lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control pursuant to authorizing statute, executive order or regulation; (b) (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Executive Order or any related legislation or any other similar executive order(s), or (ii) engages in any dealings or transactions prohibited by Section 2 of the Executive Order or is otherwise associated with any such Person in any manner who violates of Section 2 of the Executive Order; or (c) (i) is an agency of the government of a country; (ii) is an organization controlled by a country; or (iii) is a Person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or as otherwise published from time to time, as such program may be applicable to such agency, organization or Person.

4. “ Executive Order ” means Executive Order No. 13224 on Terrorist Financings: - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on 23rd September, 2001, as amended by Order No. 132684, as so amended.

5. “ Governmental Authority(ies) ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

6. “ Hazardous Substances ” means collectively, but only as such items are defined as of the Effective Date, (i) those substances included within the definitions of or identified as solid wastes, special wastes, hazardous chemicals, hazardous waste, hazardous substances, hazardous materials, toxic substances or similar terms in or pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.) (“ CERCLA ”), Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901, et seq.) (“ RCRA ”), the Occupational, Safety and Health Act of 1970 (29 U.S.C. § 651, et seq.) (“ OSHA ”), the Hazardous Materials and Transportation Act (49 U.S.C. § 1801, et seq.) (“ HMTA ”), Clean Water Act, 33 U.S.C. § 1321, et seq., or Clean Air Act (42 U.S.C. § 7401, et

Exhibit A-1

seq.), all as amended prior to the Effective Date, and all regulations promulgated pursuant to such laws prior to the Effective Date, (ii) those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto enacted prior to the Effective Date) or by the EPA as hazardous substances (40 CFR Part 302 and amendments thereto), (iii) any material, waste or substance which is or contains petroleum or petroleum related products, including, without limitation, crude oil or any fraction thereof, natural gas, synthetic gas usable for fuel or any mixture thereof, asbestos or asbestos containing materials, polychlorinated biphenyls, flammable explosives, radioactive materials or (iv) such other substances, materials and wastes, which are, as of the Effective Date, regulated or classified as a hazardous, toxic, solid or a special waste, under any federal, state, county, municipal or other local environmental laws now in effect.

7. “ Knowledge ” means the actual knowledge of David Singelyn, Jack Corrigan, Peter Nelson and David Goldberg, without any duty of independent investigation.

8. “ Law(s) ” means all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, decrees, policies, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Authority.

9. “ Legal Requirement(s) ” means any and all judicial decisions, orders, injunctions, writs, statutes, laws, rulings, rules, regulations, permits, certificates, or ordinances of any Governmental Authority.

10. “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act).

11. “ Person(s) ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

12. “ Property Specific Exceptions ” means those Permitted Exceptions relating specifically to the Contributed Property, other than the general or boilerplate exceptions set forth in the Title Policies (such as the general exceptions included in a standard, as opposed to extended, coverage owner’s policy of title insurance).

Exhibit A-2

Exhibit 2.2

FIRST AMENDMENT TO

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “ Amendment ”) is entered into as of January 30, 2013 and made effective as of December 31, 2012, by and between AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “ Company ”) , AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership (“ OP ”), AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company (“ AH One ”), and AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“ AH LLC ”), with respect to the Recitals set forth below.

RECITALS:

A. The Company, the OP, AH One, and AH LLC entered into that certain Amended and Restated Contribution Agreement dated as of December 28, 2012 (the “ Agreement ”) for the contribution of certain properties by AH LLC to the Company and the contribution of capital by AH LLC to the OP, all as more particularly described in the Agreement.

B. The parties hereto desire to exclude, as “Excluded Properties” under Section 5 of the Agreement, the following three (3) properties: IL455 (also known as 726 Old Checker Road, #C-3, Buffalo Grove, IL), IL510 (also known as 643 Grand Canyon, Crystal Lake, IL) and CA11031 (also known as 13812 Calico Village Drive, Bakersfield, CA) (collectively the “ Flagged Properties ”) because the sum of (i) the Contributed Value of the Contributed Properties (inclusive of the Flagged Properties) and (ii) the OP Cash Contribution (of $490,005) exceeds the agreed upon AH Cash Contributed Amount of $50,000,010 by an amount equal to the Contributed Value of the Flagged Properties.

C. As such, the parties hereto desire to amend the Agreement as more specifically set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms . Except as otherwise expressly provided in this Amendment, all capitalized terms used herein shall have the meanings as set forth in the Agreement.

2. Excluded Properties . Notwithstanding anything to the contrary contained in the Agreement, the Flagged Properties shall be excluded as Excluded Properties under Section 5 of the Agreement and shall not be deemed to have been contributed to the Company as of December 31, 2012.

3. Contributed Properties . Notwithstanding anything to the contrary contained in the Agreement, the final list of Contributed Properties are set forth on Exhibit A attached hereto and have an aggregate value of $49,444,164.79.

4. AH Cash Contributed Amount . Pursuant to Section 5 of the Agreement and paragraph 3 above, the total AH Cash Contributed Amount is $555,845.21, $490,005.00 of which is the OP Cash Contribution to be contributed to the OP by AH LLC and $65,840.21 of which is the Company Cash Contribution to be contributed to the Company by AH LLC and such as AH Cash Contributed Amount shall be contributed as of December 31, 2012.

5. Ratification . Except as expressly set forth above and except that all provisions in the Agreement which are inconsistent with the foregoing are hereby amended so as to be consistent with the foregoing, the Company, the OP, AH One and AH LLC hereby ratify and affirm the Agreement in all respects.

6. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In order to expedite the amendment contemplated herein, telecopied or emailed (i.e., PDF) signatures may be used in place of original signatures on this Amendment or any document delivered pursuant hereto. The parties intend to be bound by the signatures on the telecopied or emailed document and are aware that the other parties will rely on the telecopied or emailed signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on such telecopied or emailed signature.

[signature page follows]

IN WITNESS WHEREOF, the Company, the OP, AH One and AH LLC have caused this Amendment to be executed on January 30, 2013, but made effective as of December 31, 2012.


Company:	AMERICAN HOMES 4 RENT,
	a Maryland real estate investment trust

	By:	/s/ Peter Nelson
		Peter Nelson, its Chief Financial Officer

OP:	AMERICAN HOMES 4 RENT, L.P.
	a Delaware limited partnership

	By:	AMERICAN HOMES 4 RENT, a Maryland real estate investment trust, General Partner

		By:	/s/ Peter Nelson
			Peter Nelson, its Chief Financial Officer

AH ONE:	AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC
	a Delaware limited liability company

	By:	/s/ Peter Nelson
		Peter Nelson, its Chief Financial Officer

AH LLC:	AMERICAN HOMES 4 RENT, LLC
	a Delaware limited liability company

	By:	/s/ David Singelyn
		David Singelyn, its Manager

Exhibit 2.2

LIST OF EXHIBITS

A.	Schedule of Contributed Properties

Exhibit 2.3

SECOND AMENDMENT TO

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “ Second Amendment ”) is entered into as of March 18, 2013 and made effective as of December 31, 2012 (the “ Effective Date ”), by and among AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “ Company ”) , AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership (“ OP ”), AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company (“ AH One ”), and AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“ AH LLC ”), with respect to the Recitals set forth below.

WHEREAS, the Company, OP, AH One, and AH LLC entered into that certain Amended and Restated Contribution Agreement dated as of December 28, 2012 (the “ Original Agreement ”), which was amended by that certain First Amendment to Amended and Restated Contribution Agreement dated as of January 30, 2013 (“ First Amendment ”) to provide for the contribution of certain properties by AH LLC to the Company and the contribution of capital by AH LLC to the OP, all as more particularly described in the Agreement. The Original Agreement, as amended by the First Amendment and this Second Amendment, shall be referred to as the “ Agreement .”

WHEREAS, the parties hereto desire to clarify that the “Value” of Contributed Properties as defined in Exhibit C of the Agreement includes holding costs, including, but not limited to, real property taxes, HOA assessments and utility costs (collectively, the “ Holdings Costs ”).

WHEREAS, the parties hereto also desire to clarify that the parties intended the Final Closing Date (as defined in the Original Agreement) to be December 31, 2012 at 11:59 p.m.

WHEREAS, the parties hereto desire to memorialize their understanding and modify the Agreement consistent herewith.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms . Except as otherwise expressly provided in this Second Amendment, all capitalized terms used herein shall have the meanings as set forth in the Agreement.

2. Replacement of Exhibit C . Exhibit C to the Agreement is hereby deleted in its entirety and replaced with the new Exhibit C attached hereto and incorporated by reference herein.

3. Final Closing Date . Notwithstanding anything to the contrary contained in the Agreement, the first sentence of Section 3.1 is hereby amended to read:

“The final closing of the transactions contemplated by this Agreement (the “ Final Closing ”) will take place on December 31, 2012 at 11:59 p.m. (the “ Final Closing Date ”), at the principal office of the Company.”

4. Ratification . Except as expressly set forth above and except that all provisions in the Agreement which are inconsistent with the foregoing are hereby amended so as to be consistent with the foregoing, the Company, OP, AH One and AH LLC hereby ratify and affirm the Agreement in all respects.

5. Counterparts . This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In order to expedite the amendment contemplated herein, telecopied or emailed (i.e., PDF) signatures may be used in place of original signatures on this Second Amendment or any document delivered pursuant hereto. The parties intend to be bound by the signatures on the telecopied or emailed document and are aware that the other parties will rely on the telecopied or emailed signatures, and hereby waive any defenses to the enforcement of the terms of this Second Amendment based on such telecopied or emailed signature.

[signature page follows]

IN WITNESS WHEREOF, the undersigned parties hereto have caused this Second Amendment to be duly executed, by persons hereunto duly authorized, as of the day and year first above written.


Company:	AMERICAN HOMES 4 RENT,
	a Maryland real estate investment trust

	By:	/s/ Peter Nelson
		Peter Nelson, its Chief Financial Officer

OP:	AMERICAN HOMES 4 RENT, L.P.
	a Delaware limited partnership

	By:	AMERICAN HOMES 4 RENT, a Maryland real estate investment trust, its General Partner

		By:	/s/ Peter Nelson
			Peter Nelson, its Chief Financial Officer

AH ONE:	AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC
	a Delaware limited liability company

	By:	/s/ Peter Nelson
		Peter Nelson, its Chief Financial Officer

AH LLC:	AMERICAN HOMES 4 RENT, LLC
	a Delaware limited liability company

	By:	/s/ David Singelyn
		David Singelyn, its Manager

Exhibit 2.3

LIST OF EXHIBITS

Value of Contributed Properties

Exhibit 2.4

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “ Agreement ”) is executed as of February 25, 2013 by and among AMERICAN HOMES 4 RENT, LLC , a Delaware limited liability company (“ AH LLC ”), AMERICAN HOMES 4 RENT , a Maryland real estate investment trust (the “ Company ”), AMERICAN HOMES 4 RENT , L.P., a Delaware limited partnership (the “ OP ”), and AH4R PROPERTIES HOLDINGS, LLC , a Delaware limited liability company and wholly-owned subsidiary of AH LLC (“ AH Holdings ”).

R E C I T A L S :

A. AH LLC currently owns all of the membership interests in AH Holdings. AH Holdings currently owns all of the membership interests in AH4R PROPERTIES, LLC , a Delaware limited liability company (“ AH Properties ”), which owns all of the membership interests in those certain entities listed on Exhibit A (each, a “ Subsidiary Entity ”, and collectively, the “ Subsidiary Entities ”). The Subsidiary Entities own the real properties listed on Exhibit B (each, a “ Property ”, and collectively, the “ Properties ”). The membership interests in AH Holdings are referred to herein as the “ Membership Interests ”.

B. On or before the Closing (as defined below), AH LLC will contribute and assign to the OP all of AH LLC’s right, title and interest in and to the Membership Interests, all as more particularly set forth herein.

C. AH LLC, either directly or through a Subsidiary Entity, is the contracting party in connection with those escrows and pending offers listed on Exhibit C (the “ Existing Escrows ”). To the extent that the Existing Escrows are assignable, AH LLC will assign, or cause the applicable Subsidiary Entity to assign, its interests in the Existing Escrows (including, without limitation, AH LLC’s, or the applicable Subsidiary Entity’s, interests in and to all security deposits previously made pursuant to the Existing Escrows) to the OP, and the OP will assume all obligations pursuant to the Existing Escrows. Concurrently with the Closing, the OP will reimburse AH LLC for all such assigned security deposits. The OP will then contribute and assign its interest in such Existing Escrows to one of its wholly-owned subsidiaries, AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, or AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC , a Delaware limited liability company (each, a “ Property Entity ”, and collectively, the “ Property Entities ”), and upon any closings thereunder cause record title to any properties which are acquired pursuant to such assigned Existing Escrows to be vested in the name of the applicable Property Entity.

D. In addition, effective as of the Closing, (a) the Company and American Homes 4 Rent Advisor, LLC, a Delaware limited liability company, American Homes 4 Rent Acquisitions and Renovations, LLC, a Delaware limited liability company, and American Homes 4 Rent Capital Markets, LLC, a Delaware limited liability company, each of which are wholly-owned and controlled by AH LLC (collectively, the “ Advisor ”) will execute the Second Amendment to

the Advisory Management Agreement dated concurrently herewith (the “ Second Advisory Agreement Amendment ”) in the form attached hereto as Exhibit D , amending that certain Advisory Management Agreement dated November 21, 2012 (the “ Advisory Agreement ”) and providing for a permanent reduction in the Management Fee (as defined in the Advisory Agreement) of $9,800,000 per year, and (b) the Company will execute the Second Amendment to Agreement of Limited Partnership of the OP, Designation of Series C Convertible Units dated concurrently herewith (the “ Second OP Amendment ”) in the form attached hereto as Exhibit E , amending the Agreement of Limited Partnership of the OP, as amended (the “ OP Agreement ”).

A G R E E M E N T :

1. AH LLC Contribution .

1.1. At the Closing, AH LLC shall contribute to the OP all of AH LLC’s right, title and interest in and to the Membership Interests. In exchange for AH LLC’s contribution of the Membership Interests, (a) the OP shall issue to AH LLC 31,085,974 Series C Convertible Units of the OP (the “ Series C Units ”), (b) the OP shall issue to the Company 634,408 common partnership units of the OP (the “ OP Units ”), and (c) the Company shall issue to AH LLC 634,408 Class B common shares of the Company, par value $0.01 per share (the “ Common Shares ”).

1.2. At the Closing, AH LLC shall also contribute to the OP all of AH LLC’s right, title and interest in and to the Existing Escrows (including, without limitation, AH LLC’s interests in and to all security deposits previously made pursuant to the Existing Escrows), to the extent the Existing Escrows are assignable, and the OP shall contribute said interest in and to the Existing Escrows to the applicable Property Entity. In exchange for AH LLC’s contribution of the Existing Escrows, the OP, or the applicable Property Entity, will reimburse AH LLC for all such security deposits in cash, assume all obligations under the Existing Escrows and upon any closings thereunder (i) cause record title to any properties which are acquired pursuant to such assigned Existing Escrows to be vested in the name of the applicable Property Entity, (ii) directly pay all costs of acquiring such properties (including, without limitation, the purchase price, transfer taxes and other closing costs), and (iii) pay AH LLC an acquisition fee in an amount equal to five percent (5%) of all of the foregoing costs, all in a manner consistent with that certain Agreement on Investment Opportunities dated November 21, 2012 (the “ Investment Agreement ”). To the extent that the Existing Escrows are not assignable, AH LLC, either directly or through the applicable Subsidiary Entity, will continue to perform its obligations under such Existing Escrows and upon any closings thereunder, (y) AH LLC will convey, or cause the applicable Subsidiary Entity to convey, all beneficial interests in the properties which are acquired pursuant to such Existing Escrows to the OP, which shall immediately thereafter transfer such beneficial interests in and to such properties to AH Holdings , which shall immediately thereafter transfer such beneficial interests in and to such properties to AH Properties and (z) AH LLC shall directly deed record title to such properties to AH Properties. Upon such conveyance to the OP of the properties which are acquired pursuant

to such Existing Escrows, the OP shall reimburse, or shall cause the applicable Property Entity to reimburse, AH LLC for all costs of acquiring such properties (including, without limitation, the purchase price, transfer taxes and other closing costs), together with an acquisition fee in an amount equal to five percent (5%) of all of the foregoing costs, all in a manner consistent with the Investment Agreement.

1.3. The value of each of the Properties (collectively, the “ Contributed Value ”) is set forth on Exhibit B .

2. Closing .

2.1. Closing Date and Place . The closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place on February 28, 2013 (the “ Closing Date ”), at the principal offices of the Company. For convenience purposes, the actual assignment and assumption agreement conveying the Membership Interests and the actual assignment and assumption agreement conveying the Existing Escrows may be delivered prior to, or after, February 28, 2013, but the date of delivery of such agreements shall not affect the fact that February 28, 2013 is the effective date of the contribution of the beneficial interests thereof.

2.2. Closing Actions and Documents . At the Closing, the following events shall occur in the order specified below and the following closing documents shall be delivered by and to the parties specified below:

(a) an Assignment and Assumption of Membership Interests in the form of Exhibit F (the “ Membership Assignment ”) shall be executed and delivered by AH LLC and by the OP;

(b) an Assignment and Assumption of Existing Escrows, in the form customarily used in the applicable jurisdictions (the “ Existing Escrow Assignment ”), shall be executed and delivered by AH LLC and by the OP;

(d) the Second OP Amendment shall be executed and delivered by the Company;

(e) an affidavit certifying that AH LLC is not a “foreign person” under the Foreign Investment in Real Property Tax Act shall be executed and delivered by AH LLC; and

(f) such other documents or items as may be reasonably required to effect the consummation of the transaction contemplated by this Agreement.

At the Closing, AH LLC and the OP shall cause the Membership Assignment and the Existing Escrow Assignment to be executed and delivered to each other.

The parties shall cause all of the foregoing actions under Section 2.2 to be deemed to have occurred on the Closing Date; however, copies of each of the executed documents shall be executed and delivered as soon as available after the Closing Date.

2.3. Costs . AH LLC shall directly pay for (a) all out of pocket costs incurred in connection with the transfer of the Membership Interests, including, but not limited to, any transfer taxes, recording fees, HOA transfer fees, registration fees, escrow and/or title fees and legal fees incurred by AH LLC and (b) all costs incurred in connection with the initial repair and renovation of the Properties prior to the initial leasing of the Properties following AH Parties’ acquisition thereof (the “Initial Renovations”). The Company shall directly pay for all costs incurred in connection with the Existing Escrows, including, but not limited to, any transfer taxes, recording fees, HOA transfer fees, registration fees, escrow and/or title fees, legal fees or brokerage, finder or advisory fees/commissions directly relating to the Existing Escrows and/or any costs incurred in connection with transferring the Existing Escrows, and all costs of the Company and the special committee of the board of trustees of the Company, including, but not limited to, any fees of its advisors Hogan Lovells US LLP, the Wolfson Law Firm, Robert A. Stanger & Co., Inc. and BDO USA, LLP. The provisions of this Section 2.3 shall survive the Closing.

3. Title Warranty . The Properties will indirectly be conveyed, via the assignment of the Membership Interests contemplated herein, subject to all matters of record or apparent, provided that in no event shall any of the Properties be subject to (a) any mortgages, deeds of trust or other monetary liens or encumbrances except for (i) non-delinquent real property taxes and assessments, which are a lien not yet due and payable, (ii) non-delinquent assessments pursuant to any covenants, conditions and restrictions or (iii) liens imposed by laws, such as carriers’, warehousemen’s and mechanics’ liens, and other similar liens arising in the ordinary course of business which secure payment of obligations arising in the ordinary course of business not more than 60 days past due, (b) any rights of first refusal or first offer, right of redemption or purchase options, (c) zoning laws and ordinances applicable to the Properties which are violated by the existing Improvements or present uses thereof or the transfer of the Properties, or (d) covenants, conditions and restrictions on title that prohibit leasing of any of the Properties.

4. Representations and Warranties .

4.1. Representations and Warranties of AH LLC . AH LLC hereby represents, warrants and covenants to the Company and the OP (as applicable) as follows as of the Effective Date and as of the Closing Date, which representations, warranties and covenants shall survive the Closing:

(a) Due Authorization . This Agreement has been duly authorized, executed and delivered by AH LLC and AH Holdings and constitutes the legal, valid and binding agreement of AH LLC and AH Holdings enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.

(b) Litigation and Default . (i) Neither AH LLC, AH Holdings, AH Properties nor any Subsidiary Entity (individually, an “ AH Party ” and collectively, the “ AH Parties ”) has been served with notice of any legal proceeding with respect to the Properties, except as set forth on Exhibit G , (ii) to AH LLC’s Knowledge, no legal proceeding has been threatened against any AH Party or against or with respect to any of the Properties, including, without limitation, any actual or threatened legal proceedings challenging the foreclosure process or otherwise pertaining to any lender liability, nor, to AH LLC’s Knowledge, is there any claim or grounds for any claim that might result in any legal proceeding, (iii) no AH Party nor any of the Properties is in material breach of any provisions of any Legal Requirement and (iv) to AH LLC’s Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a material breach of any Legal Requirement on the part of any AH Party or any of the Properties, except for in each of (i), (ii), (iii) and (iv) a proceeding, breach or event that would not reasonably be expected to result in a Material Adverse Effect. For purposes of this Agreement, a “ Material Adverse Effect ” means any circumstance, event, change or effect that, individually or in the aggregate: (A) is material and adverse to the condition (financial or otherwise), results of operations, business, assets or liabilities of AH Holdings (on a collective basis), it being agreed that any financial adverse effect in excess of $15 million shall be a Material Adverse Effect or (B) would materially impair the ability of AH LLC or AH Holdings to perform its duties and obligations under this Agreement, provided, however, that Material Adverse Effect shall not be deemed to include the impact of (1) changes or conditions (including, without limitation, changes in economic, financial market, credit market, regulatory or political conditions) affecting the United States or state economies, or the ownership and operation of residential properties, and which do not have a materially disproportionate impact on AH Holdings, as compared to similarly situated owners and operators of residential properties, or (2) actions or omissions of AH LLC or AH Holdings taken with the express prior written consent of the Company in contemplation of the transactions contemplated hereby.

(c) Organization and Good Standing of the AH Parties . Each AH Party (i) is a duly formed limited liability company validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each of the states in which they are required to be qualified, and (ii) has the requisite limited liability company power and authority to (A) carry on its business as now being conducted, except where the failure to be qualified would not reasonably be expected to result in a Material Adverse Effect and (B) execute, deliver and perform its obligations under this Agreement and the documents to be executed and delivered by each AH Party pursuant to this Agreement (to the extent it is a party thereto).

breach of any term or provision of the charter documents of any AH Party; or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument, indenture, lease or other material document to which any AH Party is a party or by which any of its properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture, lease, or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, default or violation that would not reasonably be expected to result in a Material Adverse Effect; and (2) no AH Party is, or will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained, except for such failure to give notice or obtain consent which would not reasonably be expected to result in a Material Adverse Effect.

(f) Title to Properties . Each applicable Subsidiary Entity has good and marketable title to each applicable Property as set forth on Exhibit B hereto, with the exception of those certain properties acquired in connection with judicial foreclosures sales (“ Judicial Sale Properties ”) wherein the applicable Subsidiary Entity acquired the equitable interest in such Judicial Sale Properties at the point of sale but is still awaiting judicial approval to obtain marketable title thereof. In the event that any sale of a Judicial Sale Property is disapproved and the purchase price paid by the applicable Subsidiary Entity is returned by the seller(s), then the applicable Subsidiary Entity shall be entitled to retain such returned purchase price and the number of Series C Units and Common Shares (in the ratio of 49/1) issued to AH LLC for such Judicial Sale Property equal to the difference between the value subscribed to such Judicial Sale Property on Exhibit B and the amount of cash returned by the seller(s) for such disapproved sale divided by $15.50 shall be cancelled.

(g) Ownership of the Membership Interests . Immediately following the Closing, the OP shall have ownership of the Membership Interests, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement or those that result from action by the OP.

(h) Eminent Domain and Impositions . To the Knowledge of AH LLC, there are no existing or proposed or contemplated eminent domain proceedings that would affect any of the Properties. There are no delinquent assessments relating to the Properties for public improvements, including, without limitation, those for construction of sewer and water lines and mains, street lights, streets, sidewalks and curbs.

(i) Agreements . Except as provided in subparagraph 4.1(f) above with respect to Judicial Sale Properties and except for the Property Specific Exceptions and the leases on the Properties (the “Leases” ), and any management agreements or other contracts disclosed on Exhibit H , (1) to the Knowledge of AH LLC, there are no agreements, contracts, documents, easements, restrictions or covenants specifically related to any of the Properties which are reasonably anticipated to have a Material Adverse Effect, (2) to the Knowledge of AH LLC, no agreements, contracts, documents, easements, restrictions or covenants relating to, or in any way affecting, the Properties will prevent AH Holdings, either directly or through ownership and control of the Subsidiary Entities, from leasing, operating or disposing of the applicable Property in a commercially reasonable manner, (3) no AH Party has entered into any agreement, contract, document, restriction or covenant that could materially and adversely affect the use, rental, operation or enjoyment of any of the Properties, and (4) none of the Properties is subject to any restrictions relating to affordability or age restrictions (such as senior housing). Without limiting the foregoing, neither the OP, AH Holdings, AH Properties nor any Subsidiary Entity will be liable for any amounts payable under any management or leasing agreement entered into by AH LLC, AH Holdings, AH Properties or any Subsidiary Entity prior to the Closing and relating to the Properties, other than those management fees, if any, payable to American Homes 4 Rent Management Holdings, LLC (“ Property Manager ”) accruing under that certain Property Management Agreement dated November 21, 2012 between the OP and Property Manager (the “ Property Management Agreement ” and together with the Investment Agreement and the Advisory Agreement, collectively, the “ Current Agreements ”) after the transfer of the Membership Interests to the OP.

(j) No Defaults under Agreements . None of the AH Parties, nor, to the Knowledge of AH LLC, any other party to any material agreement affecting the Properties (including, without limitation, any of the covenants, conditions, restrictions, right-of-way or easements constituting one or more of the Property Specific Exceptions), has given to the AH Parties or, to the Knowledge of AH LLC, received any notice of any uncured default with respect to any material agreement affecting the Properties which would have a Material Adverse Effect, and, no event has occurred or, to the Knowledge of AH LLC, is threatened, which through the passage of time or the giving of notice, or both, would constitute a default thereunder which would have a Material Adverse Effect. Such agreements are valid and binding and in full force and effect, have not been amended, modified or supplemented since such time as such agreements were made available to the Company and/or the OP, except for such amendments, modifications and supplements delivered or made available to the Company and/or the OP.

(k) Leases . True and complete copies of all Leases have been made available to the OP; such Leases are in full force and effect; and no AH Party has received any written notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured.

(l) No Options to Purchase . There exist no options, rights of first offer, rights of first refusal or any other form of right or option to purchase any of the Properties.

(m) Improvements . Prior to the Effective Date, excluding those Properties which were occupied and continued to be occupied by the same tenant before and after the foreclosure sale, AH LLC, AH Holdings, AH Properties or the applicable Subsidiary Entity has, at its sole cost and expense, performed, in a good and workmanlike manner and in accordance with applicable Laws (including, obtaining any required permits), the maintenance, repairs, replacements and capital expenditures to the Properties performed through the date of transfer. All amounts owing to any contractors, engineers, consultants, architects and other persons providing services and materials to any AH Party in connection with such work on the Properties have been paid in full or will be paid in full by AH LLC or by the applicable Subsidiary Entity prior to delinquency. Notwithstanding the foregoing, to the extent that any maintenance, repair, replacement or capital expenditure is required to be performed with respect to any of the Properties as of the Closing in order for such Property to be in a condition reasonably required in order to offer such Property for lease, then AH LLC covenants to promptly make such repairs at its sole cost (and AH LLC expressly reserves a license to enter upon such Property for such purpose after the Closing); provided, however, AH LLC’s obligation to so perform and pay for such Initial Renovations shall only apply to work performed prior to the initial leasing of the Properties following AH Parties’ acquisition thereof. In the event that AH LLC shall fail to pay any amounts owing or costs in accordance with the foregoing, and the OP pays such costs, then such number of Series C Units and Common Shares (in the ratio of 49/1) issued to AH LLC pursuant to this Agreement equal to such amounts owing and costs divided by $15.50 shall be cancelled.

(n) Compliance with Laws . The AH Parties have not received written notice of any material violation of, and to AH LLC’s Knowledge, none of the Properties violates in any material manner, any Laws affecting any of the Properties that remains uncured, and the AH Parties have not received written notice of, and to AH LLC’s Knowledge, AH LLC is not aware of any basis for, any revocation or threatened revocation of any license or permit.

(o) Exhibit B . Each listed address of the Properties set forth on Exhibit B is true and correct in all material respects.

(p) Hazardous Materials . To AH LLC’s Knowledge, no Person has used, generated, manufactured, stored or disposed any Hazardous Substances in, at, on, under or about the Properties or transported any Hazardous Substance to or from the Properties in violation of applicable laws. To AH LLC’s Knowledge, (a) the Properties are not in violation, nor have been or are currently under investigation for violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under or about the Properties, including, but not limited to, soil or groundwater conditions, (b) the Properties have not been subject to, and are not within 2,000 feet of, a deposit of any Hazardous Substance other than facilities normal for residential neighborhoods, (c) there has been no discharge, migration or release of any Hazardous Substance from, into, on, under or about the Properties, and (d) there is not now, nor has there ever been on or in the Properties underground storage tanks or surface impoundments, any asbestos-containing materials or any polychlorinated biphenyls used in hydraulic oils, electrical transformers or other equipment.

(q) Brokers, Finders and Advisors . Neither AH LLC, AH Holdings nor AH Properties has entered into any agreement resulting in the Company or the OP having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement for any brokerage, finder or advisory fees or charges of any kind whatsoever, other than the Current Agreements and in connection with the Existing Escrows, which is addressed in Section 2.3 above.

(r) Foreign Asset Control . To AH LLC’s Knowledge, none of the AH Parties nor any of their affiliates or constituents is a Person that: (i) is, or is controlled by, a Designated Person; (ii) has received funds or other property from a Designated Person; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law. Neither the AH Parties nor any of their affiliates or constituents engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Designated Person. The AH Parties are in compliance with the Patriot Act. The AH Parties have taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that (A) no Person who owns any direct or indirect interest in the AH Parties is a Designated Person; and (B) funds invested directly or indirectly in the AH Parties are derived from legal sources.

(s) Monetary Liens and Encumbrances . Other than as permitted by Section 3 of this Agreement, there are no taxes, assessments, mortgages, deeds of trust, mechanics’ liens or other monetary liens affecting the Properties.

(t) Representations as to Issuance of Common Shares and Series C Units.

(1) AH LLC understands that the Common Shares and the Series C Units, as applicable, being issued hereunder have not been registered under the Securities Act, or under applicable state securities laws (“ Blue Sky Laws ”), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations

promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such Common Shares and Series C Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws, and that the certificates representing such Common Shares and Series C Units, if any, shall bear a legend noting such restrictions as described in Section 20 hereof.

(2) The Common Shares and/or Series C Units, as applicable, being acquired by AH LLC hereunder are being acquired under this Agreement by AH LLC in good faith solely for its own account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the Common Shares and/or Series C Units, as applicable, shall not be disposed of by AH LLC in contravention of the Securities Act or any applicable Blue Sky Laws.

(3) AH LLC has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Common Shares and/or Series C Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such Common Shares and/or Series C Units).

(4) AH LLC is personally and directly familiar with business that is conducted and is intended to be conducted by the OP, the Company and AH Holdings, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the general partner of the OP, the trustees of the Company, and the manager of AH Holdings concerning the business and financial affairs of the OP, the Company and AH Holdings, and the terms and conditions of its acquisition of such Common Shares and Series C Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

(5) AH LLC has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and/or financial advisers of the terms, nature and risks of investing in the Common Shares and Series C Units at this time, and to consult with them as appropriate about the investment.

(6) AH LLC is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(u) Tax Representations .

(1) AH Holdings is and has been since its formation treated as a partnership or an entity disregarded as an entity separate from its owner for U.S. federal income tax purposes. AH Holdings has not made an election to be treated as an association taxable as a corporation.

(2) AH Holdings has timely filed all federal, state, local and foreign tax returns and reports required to be filed by it with a governmental authority (after giving effect to any filing extension properly granted by a governmental authority having authority to do so). All such tax returns and reports are accurate and complete in all material respects, and AH Holdings has paid (or had paid on its behalf) all taxes shown thereon as owing. No deficiencies for any taxes have been proposed, asserted or assessed in writing against AH Holdings, and no requests for waivers of the time to assess any such taxes are pending.

(3) There are no liens for taxes (other than statutory liens for taxes not yet due and payable) upon any of the assets of AH Holdings.

(4) There are no pending or threatened audits, assessments or other actions with respect to taxes of AH Holdings, or any matters under discussion with any tax authority with respect to taxes that are likely to result in an additional liability for taxes with respect to AH Holdings.

4.2. Representations, Warranties and Agreements of the Company and the OP . Each of the Company and the OP hereby represents and warrants to AH LLC as follows, as of the Effective Date:

(a) Organization . Each of the Company and the OP have the full power and authority to execute, deliver and perform its obligations under this Agreement and the documents to be executed and delivered by the Company and the OP pursuant to this Agreement.

(b) Due Authorization . This Agreement has been duly authorized, executed and delivered by the Company and the OP, and constitutes the legal, valid and binding agreement of the Company and the OP enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.

bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture, lease, or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, breach or violation that would not reasonably be expected to result in a Material Adverse Effect (as defined above with references to AH LLC being deemed to be references to each of the Company and the OP for purposes of this paragraph); and (2) neither the Company nor the OP is, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement which has not already been given or obtained, except for such failure to give notice or obtain consent which would not reasonably be expected to result in a Material Adverse Effect.

(d) Brokers, Finders and Advisors . Neither the Company nor the OP has entered into any agreement resulting in any of the AH Parties having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company or the OP for any brokerage, finder or advisory fees or charges of any kind whatsoever.

(e) Title to Common Shares . Upon AH LLC’s transfer of the Membership Interests, and delivery by the Company to AH LLC of the certificates for the Common Shares which AH LLC is acquiring under this Agreement, (i) the Common Shares to be issued at the Closing will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, and (ii) AH LLC will acquire the Common Shares free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement or those that result from action by AH LLC.

(f) Title to Series C Units . Upon AH LLC’s transfer of the Membership Interests, and execution by the Company of the Second OP Amendment, AH LLC will become the holder of the Series C Units which AH LLC is acquiring under this Agreement, and AH LLC will acquire the Series C Units free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement, the OP Agreement, the Second OP Amendment, or those that result from action by AH LLC.

5. Prorations . All monthly rents and other monthly income from the Properties, real estate and personal property ad valorem taxes, and other recurring operating expenses of the Properties (collectively, the “ Proration Items ”) shall be prorated on the basis of actual days elapsed as of 11:59 p.m. on the day prior to the Closing:

(a) Generally . Those items for which actual bills are not available at the Closing, shall be prorated based upon good faith estimates using bills from the previous month or year, as applicable, or, in the case of ad valorem taxes, the most recent tax rate and assessed value, and shall be the subject of a post-closing adjustment 90 days after the Closing, or as soon thereafter as the precise amounts can be ascertained. Once all applicable amounts have been ascertained, AH LLC shall prepare and deliver a final statement of prorations to the Company. No prorations will be made in relation to any AH Parties’ existing financing, all of which shall be the responsibility solely of AH LLC.

(b) Lease Rentals; Security Deposits . All non-delinquent rents, charges and revenue of any kind relating to the Properties shall be prorated as of the Closing. No proration will be made with respect to any delinquent rents not received as of the Closing. All delinquent rents as of the Closing received by the Company or the OP after the Closing, will be applied (i) first, to current rent and other amounts then due and payable under the applicable Lease, (ii) then to delinquent rent due for periods after the month of the Closing, and (iii) then to delinquent rent due for periods prior to the month of the Closing (with such amounts being paid to AH LLC). In addition, AH LLC shall transfer to the account of the OP any security deposits for which AH LLC, or its applicable subsidiaries, is liable under the Leases (to the extent such security deposits have not been applied against delinquent rents).

(d) Proration Payments . If the statement of prorations prepared by AH LLC and submitted to the Company reflects a payment to the Company, AH LLC shall pay such amount to the Company within 90 days following the Closing. If such statement of prorations reflects a payment to AH LLC, the Company shall pay such amount to AH LLC within 90 days following the Closing.

6. Indemnification and Claims .

6.1. Indemnification .

(a) Subject to the other provisions of this Section 6 , AH LLC shall indemnify, defend and hold harmless each of the Company and the OP and each of their respective officers, directors, board members, trustees, members, partners, employees, agents, consultants, attorneys, advisors, successors and assigns from and against any and all costs and expenses (including reasonable attorney’s fees), suits, proceedings, judgments, settlements, fines, losses, claims, liabilities, interest, awards, penalties, demands, assessments and damages (collectively, “ Claims/Damages ”) to the extent relating to or arising out of (i) any breach of any representation or warranty made by AH LLC in this Agreement, (ii) a breach of, or a failure to perform, any covenant, agreement or undertaking,

made by or on behalf of AH LLC under this Agreement, and (iii) any action, proceeding or claim arising out of any irregularity in the foreclosure sale, any bankruptcy or creditor rights or any applicable law relating to foreclosure, bankruptcy or creditor rights which may deprive, divest or relinquish the Company’s or the OP’s interest in the Properties. Subject to the other provisions of this Section 6 , the Company and the OP shall indemnify, defend and hold harmless each of AH LLC and its officers, directors, board members, trustees, members, partners, employees, agents, consultants, attorneys, advisors, successors and assigns from and against any and all Claims/Damages to the extent relating to or arising out of (i) any breach of any representation or warranty made by the Company or the OP in this Agreement, and (ii) a breach of, or a failure to perform, any covenant, agreement or undertaking, made by or on behalf of the Company or the OP under this Agreement. For purposes of the foregoing indemnification only, the $15 million threshold for financial effects included in the definition of Material Adverse Effect shall be reduced to $1 million.

6.2. Claims . If an indemnified party intends to seek indemnification pursuant to this Section 6 , such indemnified party shall promptly provide written notice to the party from whom indemnification is being sought describing such claim in reasonable detail; provided that the failure to provide such notice shall not affect the obligations of the indemnifying party.

7. Breach; Remedies . In addition to and not in lieu of the indemnification provided in Section 6, upon the occurrence of a breach hereunder, the parties shall have all rights and remedies at law or in equity, including, without limitation, the Company and the OP shall have the right to specifically enforce AH LLC’s obligation to assign the Membership Interests to the OP. Notwithstanding anything to the contrary contained herein, in no event shall any party hereto have any liability hereunder with respect to consequential, speculative or punitive damages, and each party hereby expressly waives any right to pursue consequential, speculative or punitive damages.

on the day of actual delivery (whether accepted or refused) as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. All such notices shall be addressed as follows:


If to the Company:		American Homes 4 Rent
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: Lead Independent Director

With a cc to:		Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW
		Washington, DC 20004
		Attention: James Showen

If to the OP:		American Homes 4 Rent, L.P.
		22917 Pacific Coast Highway, Suite 300 Malibu, California 90265
		Attention: Lead Independent Director

With a cc to:		Hogan Lovells US LLP
		Columbia Square 555 Thirteenth Street, NW
		Washington, DC 20004
		Attention: James Showen

If to AH Holdings:		AH4R Properties Holdings, LLC
		22917 Pacific Coast Highway, Suite 300 Malibu, California 90265
		Attention: General Counsel

If to AH LLC:		American Homes 4 Rent, LLC
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: General Counsel

9. Entire Agreement; Amendments . This Agreement (together with any exhibits and schedules) contains or will contain the entire agreement among the parties with respect to the transfer of the Membership Interests by AH LLC to the OP, and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments and understandings between the parties. This Agreement may be amended, changed, terminated or modified only by agreement in writing signed by all of the parties.

10. Successors and Assigns . The covenants, agreements, rights and options contained in this Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, successors and assigns of the parties hereto and all Persons or entities claiming by, through or under any of them.

11. Further Documents . Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions that may be or become necessary or expedient to effectuate and carry out the transactions contemplated herein.

12. Governing Law . To the maximum extent permitted by law, this Agreement shall be governed by, construed and enforced in accordance with internal law, and not the law pertaining to conflicts or choice of law, of the State of Maryland.

13. Counterparts . This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original and all of which, collectively, shall constitute one agreement.

14. Legal Fees . In the event of the bringing of any action or suit by a party hereto against another party hereunder, then in that event, the prevailing party in such action or dispute shall be entitled to have and recover of and from the other party all costs and expenses of suit, including actual attorneys’ fees. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys’ fees (collectively “Costs”) incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include, without limitation, attorneys’ fees, costs and expenses incurred in (i) post judgment motions, (ii) contempt proceeding, (iii) garnishment, levy, and debtor and third party examination, (iv) discovery, and (v) bankruptcy litigation.

15. Construction of Agreement . No party, or its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against any party.

16. No Waiver . A waiver by either party hereto of a breach of any of the covenants or agreements in this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.

17. Severability . In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law.

18. Headings . The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. All references in this Agreement to sections and exhibits are to sections and exhibits of this Agreement, unless otherwise indicated.

19. Survival . All covenants and agreements contained herein to be performed after the Closing, and all representations, warranties and indemnities, shall survive the Closing for a period of twelve (12) months after the Closing.

20. Legends . All certificates representing the Common Shares, Series C Units and OP Units to be issued at the Closing shall bear a legend in substantially the following form:

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


Company:	AMERICAN HOMES 4 RENT, a Maryland real estate investment trust

	By:	/s/ Matthew J. Hart
		Name: Matthew J. Hart
		Title: Chairman of the Special Committee of the Board of Trustees

OP:	AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership

	By:	American Homes 4 Rent, a Maryland real estate investment trust, its General Partner

		By:	/s/ Matthew J. Hart
			Name: Matthew J. Hart
			Title: Chairman of the Special Committee of the Board of Trustees

AH Holdings:	AH4R PROPERTIES HOLDINGS, LLC, a Delaware limited liability company

	By:	/s/ Sara Vogt-Lowell
		Name: Sara Vogt-Lowell
		Title: Sr. Vice President

AH LLC:	AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company

	By:	/s/ Sara Vogt-Lowell
		Name: Sara Vogt-Lowell
		Title: Sr. Vice President

CERTAIN DEFINITIONS

1. “ Anti-Terrorism Law ” means each of: (a) the Executive Order; (b) the Patriot Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956; and (d) any other Law now or hereafter enacted to monitor, deter or otherwise prevent terrorism or the funding or support of terrorism.

2. “ Designated Person ” means any Person who (a) is named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and/or any other similar lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control pursuant to authorizing statute, executive order or regulation; (b) (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Executive Order or any related legislation or any other similar executive order(s), or (ii) engages in any dealings or transactions prohibited by Section 2 of the Executive Order or is otherwise associated with any such Person in any manner who violates of Section 2 of the Executive Order; or (c) (i) is an agency of the government of a country; (ii) is an organization controlled by a country; or (iii) is a Person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or as otherwise published from time to time, as such program may be applicable to such agency, organization or Person.

3. “ Executive Order ” means Executive Order No. 13224 on Terrorist Financings:—Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on 23rd September, 2001, as amended by Order No. 132684, as so amended.

4. “ Governmental Authority(ies) ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

5. “ Hazardous Substances ” means collectively, but only as such items are defined as of the Effective Date, (i) those substances included within the definitions of or identified as solid wastes, special wastes, hazardous chemicals, hazardous waste, hazardous substances, hazardous materials, toxic substances or similar terms in or pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.) (“ CERCLA ”), Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901, et seq.) (“ RCRA ”), the Occupational, Safety and Health Act of 1970 (29 U.S.C. § 651, et seq.) (“ OSHA ”), the Hazardous Materials and Transportation Act (49 U.S.C. § 1801, et seq.) (“ HMTA ”), Clean Water Act, 33 U.S.C. § 1321, et seq., or Clean Air Act (42 U.S.C. § 7401, et seq.), all as amended prior to the Effective Date, and all regulations promulgated pursuant to such laws prior to the Effective Date, (ii) those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto enacted prior to the Effective Date) or by the EPA as hazardous substances (40 CFR Part 302 and amendments thereto), (iii) any material, waste or substance which is or contains petroleum or petroleum related products,

including, without limitation, crude oil or any fraction thereof, natural gas, synthetic gas usable for fuel or any mixture thereof, asbestos or asbestos containing materials, polychlorinated biphenyls, flammable explosives, radioactive materials or (iv) such other substances, materials and wastes, which are, as of the Effective Date, regulated or classified as a hazardous, toxic, solid or a special waste, under any federal, state, county, municipal or other local environmental laws now in effect.

6. “ Knowledge ” means the actual knowledge of B. Wayne Hughes, David Singelyn, Jack Corrigan, Peter Nelson and David Goldberg, without any duty of independent investigation.

7. “ Law(s) ” means all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, decrees, policies, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Authority.

8. “ Legal Requirement(s) ” means any and all judicial decisions, orders, injunctions, writs, statutes, laws, rulings, rules, regulations, permits, certificates, or ordinances of any Governmental Authority.

9. “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act).

10. “ Person(s) ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

11. “ Property Specific Exceptions ” means those title matters relating specifically to the Properties which are not prohibited pursuant to Section 4 of the Agreement.

LIST OF EXHIBITS

A.	Subsidiary Entities

B.	Properties

C.	Existing Escrows

D.	Form of Second Advisory Agreement Amendment

E.	Form of Second OP Amendment

F.	Form of Membership Assignment

G.	Litigation

Contracts

Exhibit 2.5

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “ Agreement ”) is executed as of May 28, 2013 (the “ Effective Date ”) by and among AMERICAN HOMES 4 RENT, LLC , a Delaware limited liability company (“ AH LLC ”), AMERICAN HOMES 4 RENT , a Maryland real estate investment trust (the “ Company ”), and AMERICAN HOMES 4 RENT , L.P., a Delaware limited partnership majority-owned by the Company as the general partner and minority-owned by AH LLC as a limited partner (the “ OP ”). Capitalized terms used but not defined herein shall have the meanings set forth on Exhibit A .

R E C I T A L S :

A. AH LLC currently owns all of the membership interests in American Homes 4 Rent Management Holdings, LLC, a Delaware limited liability company wholly-owned by AH LLC and the Company’s property manager (“ Property Manager ”), AH InsuRe, LLC, a Hawaii limited liability company (“ InsuRe ”), and American Homes 4 Rent Advisor, LLC, a Delaware limited liability company wholly-owned by AH LLC and the Company’s external manager and advisor (“ Advisor ”). Property Manager currently owns 100% of the membership interests in those certain entities listed on Exhibit B (each, a “ Subsidiary ”, and collectively, the “ Subsidiaries ”). The membership interests in Property Manager and Advisor are referred to herein collectively as the “ Membership Interests ”.

B. In connection with a private placement of the Company’s securities in November 2012 (“ Private Placement ”), the Company and Advisor entered into an Advisory Management Agreement dated as of November 21, 2012 (as amended from time to time, the “ Advisory Management Agreement ”).

C. In connection with the Private Placement, the OP and the Property Manager entered into a Property Management Agreement dated as of November 21, 2012 (as amended from time to time, the “ Property Management Agreement ,” and together with the Advisory Management Agreement, the “ Management Agreements ”).

D. Under the terms of the Advisory Management Agreement, Advisor agreed to provide, no later than November 21, 2015, a proposal to internalize the Company’s external management structure that would be presented to the Company’s shareholders for approval.

E. Effective as of the Closing, (i) AH LLC will contribute and assign to the OP all of AH LLC’s right, title and interest in and to the Membership Interests, all as more particularly set forth herein; (ii) the AH Parties will contribute and assign to the OP all of the AH Parties’ right, title and interest in and to the Transferred Intellectual Property, all as more particularly set forth herein; (iii) AH LLC will cause to be terminated all of the InsuRe Policies, and (iv) the OP will issue to AH LLC the Series D Convertible Units and the Series E Convertible Units, all as more particularly set forth herein.

F. Effective as of the Closing, the Company, as general partner of the OP, will amend the OP’s limited partnership agreement (i) to set forth the designations of the Series D Convertible Units, substantially in the form attached hereto as Exhibit C (the “ Series D Designations ”) and (ii) to set forth the designations of the Series E Convertible Units, substantially in the form attached hereto as Exhibit D (the “ Series E Designations ”).

G. In connection with the issuance by the OP to AH LLC of the Series D Convertible Units and the Series E Convertible Units as contemplated by Recitals E and F above, (i) the OP and AH LLC will enter into a Registration Rights Agreement, effective as of the Closing, substantially in the form attached hereto as Exhibit E (the “ Registration Rights Agreement ”) and (ii) AH LLC will enter into a Lock-Up Agreement with the underwriters of the Company’s initial public offering at such future time as may be appropriate, substantially in the form attached hereto as Exhibit F , with such changes to the form as the underwriters and the Company may request (the “ Lock-Up Agreement ”).

H. Effective as of the Closing, the Company and AH LLC will execute the Amended and Restated Agreement on Investment Opportunities dated concurrently herewith (the “ Amended and Restated Investment Agreement ”), substantially in the form attached hereto as Exhibit G , amending and restating that certain Agreement on Investment Opportunities dated November 21, 2012 (as amended from time to time, the “ Investment Agreement ”).

A G R E E M E N T :

1. Contribution of Membership Interests and Transferred Intellectual Property and Issuance of OP Units . At the Closing, AH LLC shall contribute to the OP all of AH LLC’s right, title and interest in and to the Membership Interests, and AH LLC shall cause the AH Parties to contribute to the OP all of the AH Parties’ rights, title and interest in and to the Transferred Intellectual Property. In exchange for AH LLC’s contribution of the Membership Interests and the Transferred Intellectual Property, the OP shall issue to AH LLC 4,375,000 Series D Convertible Units of the OP (the “ Series D Convertible Units ”) pursuant to the terms and conditions set forth in the Series D Designations, and 4,375,000 Series E Convertible Units of the OP (the “ Series E Convertible Units ”) pursuant to the terms and conditions set forth in the Series E Designations. The Series D Convertible Units and the Series E Convertible Units are collectively referred to as the “ OP Units ”.

2. Closing .

2.1. Closing Date and Place . The closing of the transactions contemplated hereby (the “ Closing ”) will take place on that date which is one (1) business day after the shareholders of the Company have approved of such transactions (the “ Closing Date ”), at the principal offices of the Company located at 22917 Pacific Coast Highway, Suite 300, Malibu, California 90265.

2.2. Closing Actions and Documents . At the Closing, the following events shall occur and the following closing documents shall be delivered by and to the parties specified below:

(a) an Assignment and Assumption Agreement that assigns the

Membership Interests and Transferred Intellectual Property to the OP substantially in the form of Exhibit H (the “ Assignment ”) shall be executed and delivered by AH LLC, the AH Parties and the Company, as general partner of the OP;

(b) the Series D Designations and the Series E Designations shall be executed and delivered by the Company, as general partner of the OP;

(d) the Amended and Restated Investment Agreement shall be executed and delivered by the Company and AH LLC;

(e) the documents required to be executed and delivered by AH LLC pursuant to Section 4.7 shall be executed and delivered by AH LLC in forms reasonably acceptable to the Company;

(f) documentation evidencing the termination of all of the InsuRe Policies pursuant to Section 4.3 shall be delivered by AH LLC in forms reasonably acceptable to the Company; and

(g) such other documents or items as may be reasonably required to effect the consummation of the transactions contemplated by this Agreement.

2.3. Closing Conditions . The respective obligations of each party to effect the Closing are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions that run in favor of such party:

(a) For the benefit of AH LLC, (i) all of the representations and warranties of the Company and the OP set forth herein shall be true and correct in all material respects as of the Closing Date, and (ii) all of the covenants and agreements of the Company and the OP set forth herein and required to have been performed as of the Closing Date shall have been performed as of the Closing Date;

(b) For the benefit of the Company and the OP, (i) all of the representations and warranties of the AH Parties set forth herein shall be true and correct in all material respects as of the Closing Date, and (ii) all of the covenants and agreements of AH LLC set forth herein and required to have been performed as of the Closing Date shall have been performed as of the Closing Date;

(c) For the benefit of AH LLC, there shall not have occurred a Material Adverse Effect with respect to the Company or the OP;

(d) For the benefit of the Company and the OP, there shall not have occurred a Material Adverse Effect with respect to the Advisor, the Property Manager or the Subsidiaries;

(e) For the benefit of the Company and the OP, the Company Shareholder Approval shall have been obtained;

(f) For the benefit of the Company, the OP and AH LLC, no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by a Governmental Authority that prohibits the consummation of the Transactions shall be in effect; no action, suit or proceeding shall be pending before any Governmental Authority seeking an injunction, judgment, order, decree or ruling that would prevent the consummation of the Transactions; and any necessary consents and approvals of any Governmental Authority required for the consummation of the Transactions shall have been obtained;

(g) For the benefit of the Company and the OP, the execution and delivery of the documents required to be executed and delivered by AH LLC and the AH Parties pursuant to Section 2.2 ;

(h) For the benefit of AH LLC, the execution and delivery of the documents required to be executed and delivered by the Company and/or the OP pursuant to Section 2.2 ; and

(i) For the benefit of the Company and the OP, the Company shall have received a certificate executed by the Secretary or member (or other executive officer) of AH LLC certifying as of the Closing Date (i) all member or other applicable resolutions, fully and properly executed, evidencing AH LLC’s authorization to execute, deliver and perform this Agreement and the Transaction Documents to which AH LLC is a party; (ii) a true and complete copy of the certificate of formation and operating agreement of AH LLC, and any amendments; and (iii) incumbency matters.

2.4. Costs . AH LLC shall directly pay for all out of pocket costs incurred in connection with the transfer of the Membership Interests and Transferred Intellectual Property, including, but not limited to, any legal fees incurred by AH LLC, for itself or on behalf of other AH Parties. The Company shall directly pay for all costs of the Company and the special committee of independent members of the Company’s board of trustees (the “Special Committee”), including, but not limited to, any fees of its legal, financial and accounting advisors. The provisions of this Section 2.4 shall survive the Closing.

2.5. Net Monetary Asset Adjustment .

(a) As promptly as practicable following the Closing Date, but in no event more than forth-five (45) days following the Closing Date, AH LLC will prepare and deliver to the Company and to a nationally recognized independent accounting firm selected by the Special Committee and AH LLC (the “ Reviewing Accountant ”) the following: (i) a balance sheet of the Advisor and the Property Manager as of the Closing (the “ Closing Date Balance Sheet ”) that shall be prepared in accordance with GAAP (subject to the adjustments set forth therein),

and (ii) a calculation of the amount of Monetary Assets and Monetary Liabilities of each of the Advisor and the Property Manager as of the Closing Date (collectively with the Closing Date Balance Sheet, the “ Closing Date Financial Information ”). The Company and the Reviewing Accountant shall have twenty (20) days to review the Closing Date Financial Information (the “ Review Period ”) and to either confirm the Closing Date Financial Information or notify AH LLC of any proposed adjustments or objections to the Closing Date Financial Information.

(b) AH LLC and the Company shall endeavor in good faith to resolve by mutual agreement all adjustments or objections proposed by the Reviewing Accounting or the Company to the Closing Date Financial Information. If AH LLC and the Company are unable to resolve any matter with respect to the Closing Date Financial Information within thirty (30) days after the Review Period, the Company and AH LLC shall instruct the Reviewing Accountant to resolve any disputed matters as promptly as practicable. The Reviewing Accountant shall (i) address only those disputed matters submitted to the Reviewing Accountant for resolution and (ii) not assign a value greater than the greatest value for any such item claimed by the Company or AH LLC, or smaller than the smallest value for any such item claimed by the Company or AH LLC. The parties shall cooperate in good faith with each other and the Reviewing Accountant in connection with the matters set forth in this Section 2.5, including by furnishing such information as may be reasonably requested. The determination of the Reviewing Accountant shall be final and binding with respect to any disputed matters.

(c) Promptly upon the final resolution of the matters set forth in this Section 2.5, (i) if, as of the Closing, the Monetary Assets were greater than the Monetary Liabilities, then the Company shall pay such difference in cash to AH LLC, or (ii) if, as of the Closing, the Monetary Liabilities were greater than the Monetary Assets, then AH LLC shall pay such difference in cash to the OP.

3. Representations and Warranties .

3.1. Representations and Warranties of the AH Parties . AH LLC, for itself and for each of the AH Parties, hereby represents, warrants and covenants to the Company and the OP (as applicable) as follows as of the Effective Date and as of the Closing Date, which representations, warranties and covenants shall survive the Closing:

to which any AH Party is a party or the performance by such AH Party of the Transactions. Upon their execution, the Transaction Documents to which any AH Party is a party will be duly executed and delivered by the AH Parties and will constitute valid and binding obligations of the applicable AH Parties, enforceable against the applicable AH Parties in accordance with their respective terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.

(b) Litigation and Default . (i) None of the AH Parties has been served with notice of any legal proceeding against any of the AH Parties, except as set forth on Schedule 3.1(b) , (ii) to AH LLC’s Knowledge, no legal proceeding has been threatened against any AH Party, nor, to AH LLC’s Knowledge, is there any claim or grounds for any claim that might result in any legal proceeding, (iii) no AH Party is in material breach of any provisions of any Legal Requirement and (iv) to AH LLC’s Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a material breach of any Legal Requirement on the part of any AH Party. There are no outstanding orders, writs, judgments, decrees, injunctions or settlements against the AH Parties that (i) prohibit or restrict the consummation of the Transactions; (ii) has, or would reasonably be expected to have, a Material Adverse Effect on the Business, the Transferred Intellectual Property, the Advisor or the Property Manager.

(c) Organization and Qualification of the AH Parties . Each AH Party (i) is a duly formed limited liability company validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in each of the states in which they are required to be qualified, and (ii) has the requisite limited liability company power and authority to (A) carry on its business as now being conducted, except where the failure to be qualified would not reasonably be expected to result in a Material Adverse Effect and (B) execute, deliver and perform its obligations under this Agreement, the Transaction Documents and the documents to be executed and delivered by each AH Party pursuant to this Agreement (to the extent it is a party thereto). No AH Party is in default under any provision of its certificate of formation, operating agreement or other organizational document.

(d) No Conflict; Legal Compliance . (1) Neither the execution, delivery, nor performance of this Agreement by AH LLC, nor any action or omission on the part of AH LLC or any of the other AH Parties required pursuant hereto, nor the consummation of the Transactions will (i) result in a breach or violation of, or constitute a default under, any Legal Requirement; (ii) result in a breach of any term or provision of the organizational documents of any AH Party; or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which any AH Party is a party or by which any of its properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture

or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, default or violation that would not reasonably be expected to result in a Material Adverse Effect; and (2) no AH Party is, or will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.

(f) Ownership of the Membership Interests . AH LLC owns all of the membership interests in Property Manager, InsuRe and Advisor. Property Manager owns all of the membership interests in the Subsidiaries. There are no outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any Equity Interests in any of the AH Parties, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such shares or Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation, or similar rights for which any AH Party has any liability There are no voting trusts, proxies or other agreements or understandings to which any AH Party is party with respect to the voting of any Equity Interests of any AH Party. There are no issued or outstanding bonds, indentures, notes or other indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the members of any of the AH Parties may vote. Immediately following the Closing, the OP shall own the Membership Interests, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement.

(g) Contracts . The contracts listed on Schedule 3.1(g) attached hereto constitute all of the material Contracts (and all material amendments or modifications thereto) that will survive the Closing. Furthermore, there are no change orders, modifications or amendments to any of the Contracts which have been agreed to which have not been reduced to writing as of the Effective Date. Except as set forth on Schedule 3.1(g) , no consents or approvals are required under any Contract in order to consummate the Transactions. None of the AH Parties is a party to any contract other than the Contracts that is necessary for the operation of the Business.

(h) No Defaults under Contracts; Valid and Binding . None of the AH Parties nor, to the Knowledge of AH LLC, any other party to any Contract, has given or received any notice of any uncured default with respect to any Contract, and, no event has occurred or, to the Knowledge of AH LLC, is pending or threatened, which through the passage of time or the giving of notice, or both, would constitute a default under any Contract. The Contracts are valid and binding and in full force and effect.

(i) Compliance with Laws . None of the AH Parties has received written notice of any material violation of any Laws relating to or arising out of the Business, the Business Employees, the Transferred Assets, the Transferred Intellectual Property or the Contracts that remains uncured. Each of the AH Parties is not, and has not been, in material default under or in material violation of, nor has any AH Party been charged with any material violation of, any Law, relating to or arising out of the Business, the Business Employees, the Transferred Assets, the Transferred Intellectual Property or the Contracts. The Business has at all times been operated in all material respects in accordance with applicable Laws and permits.

(j) Brokers, Finders and Advisors . No AH Party has entered into any agreement resulting in, or which will result in, the Company, the OP, or any Subsidiary having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or advisory fees or charges of any kind whatsoever.

(k) Foreign Asset Control . None of the AH Parties nor any of their affiliates or constituents is a Person that: (i) is, or is controlled by, a Designated Person; (ii) has received funds or other property from a Designated Person; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law. None of the AH Parties nor any of their affiliates or constituents engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Designated Person. The AH Parties are in compliance with the Patriot Act. The AH Parties have taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that (A) no Person who owns any direct or indirect interest in any of the AH Parties is a Designated Person; and (B) funds invested directly or indirectly in the AH Parties are derived from legal sources.

(l) Issuance of OP Units .

(i) AH LLC understands that the OP Units being issued hereunder have not been registered under the Securities Act, or under applicable state securities laws (“ Blue Sky Laws ”), in reliance upon exemptions contained in the Securities Act of 1933, as amended (the “ Securities Act ”) and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws.

(ii) The OP Units being acquired by AH LLC hereunder are being acquired under this Agreement by AH LLC in good faith solely for its own account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the OP Units shall not be disposed of by AH LLC in contravention of the Securities Act or any applicable Blue Sky Laws.

(iii) AH LLC has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the OP Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such OP Units).

(iv) AH LLC is personally and directly familiar with business that is conducted and is intended to be conducted by the OP and the Company, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the general partner of the OP, and the trustees of the Company concerning the business and financial affairs of the OP and the Company, and the terms and conditions of its acquisition of such OP Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

(v) AH LLC has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and/or financial advisers of the terms, nature and risks of investing in the OP Units at this time, and to consult with them as appropriate about the investment.

(vi) AH LLC is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(m) Tax .

(i) The Advisor and the Property Manager (the Advisor and the Property Manager being referred to collectively as the “ Tax Matters Persons ” in this Section 3.1(m)) are and have been since each entity’s respective formation treated as a partnership or an entity disregarded as an entity separate from its owner for U.S. federal income tax purposes. Neither the Advisor nor the Property Manager have made an election to be treated as an association taxable as a corporation.

(ii) Each of the Tax Matter Persons have timely filed all federal, state, local and foreign tax returns and reports required to be filed by it with a Governmental Authority (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so). All such tax returns and reports are accurate and complete in all material respects, and the Tax Matter Persons have paid (or had paid on its

behalf) all Taxes shown thereon as owing. All Taxes that the Tax Matters Persons are or were required by Law to withhold or collect in connection with amounts owing to any employee, independent contractor, creditor, or other third party have been duly withheld or collected and, to the extent required, have been paid to the appropriate Governmental Authority. No deficiencies for any Taxes have been proposed, asserted or assessed in writing against the Tax Matters Persons, and no requests for waivers of the time to assess any such Taxes are pending.

(iii) There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets or Equity Interests of the Tax Matter Persons.

(iv) There are no pending or threatened audits, assessments or other actions with respect to Taxes of the Tax Matter Persons, or any matters under discussion with any tax authority with respect to Taxes that are likely to result in an additional liability for Taxes with respect to the Tax Matter Persons.

(n) Financial Statements . Copies of (i) the audited financial statements for the Advisor and Property Manager (which may be included on a consolidated statement for some or all of the Subsidiaries), consisting of the balance sheet of each such entity as at December 31, 2012 and the related statements of income and retained earnings, member equity and cash flows for such year, and (ii) the unaudited financial statements for the Advisor and Property Manager (which may be included on a consolidated statement for some or all of the Subsidiaries), consisting of the balance sheet of each such entity as at March 31, 2013 and the related statements of income and retained earnings, member equity and cash flows for the period then ended (collectively, the “ Financial Statements ”) have been made available to the Company and the OP. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. The Financial Statements are complete and correct and fairly present, in all material respects, the financial position and results of operations of the Advisor and Property Manager as of their respective dates and for the respective periods presented, are consistent with the books and records of the AH Parties (which books and records are complete and correct in all material respects). To the Knowledge of AH LLC, (i) the Business has no significant deficiencies in the design or operation of its internal controls which could have a Material Adverse Effect on the Company’s ability to record, process, summarize and report financial data with respect to the Business; and (ii) no AH Party has identified any fraud, whether or not material, that involves management or other employees of such AH Party who have a significant role in such AH Party’s internal controls with respect to the Business. Since March 31, 2013, there have been no significant changes in the internal controls of any AH Party relating to the Business or in other factors with respect to any AH Party’s operations that could significantly affect internal controls with respect to the Advisor, the Property Manager or the Business. The balance sheets for each of the Advisor and Property Manager (which may be included on a consolidated statement for some or all of the Subsidiaries) as of December 31, 2012 are referred to herein as the “ Balance Sheets ” and the date thereof as the “ Balance Sheet Date .”

(o) Absence of Certain Changes . From the Balance Sheet Date until the Effective Date, each of the Advisor and the Property Manager has operated in the ordinary course of business in all material respects and there has not been, with respect to any of such entities, any action that would have been prohibited by Section 4.1 had this Agreement been in effect for such period.

(p) Title to Assets . Each of the AH Parties has good, valid and marketable title to all material tangible personal property and other material assets reflected in the Financial Statements and any other Transferred Assets. All such assets are free and clear of all Encumbrances other than Encumbrances for or in respect of Taxes or governmental levies not yet due and payable. Each of the Transferred Assets is suitable for the purpose for which it is intended to be used.

(q) Sufficiency of Assets . Immediately following the Closing, the Company will have all of the assets necessary for the Company and the OP to conduct the Business and to provide the services presently provided by AH LLC, the Advisor and the Property Manager to the Company in substantially the same manner as such Business is being conducted and such services are being provided as of the date hereof and as such Business and such services are proposed to be conducted and provided following the Closing reflected in the assumptions underlying the Projections.

(r) Employees .

(i) Schedule 3.1(r) sets forth, as of the date hereof, the name, job title, hire date, annual salary or hourly wages, bonus or commission terms, benefits, cost allocation by work performed for each of the AH Parties, and any other material terms of employment of all employees of, or leased employees providing services to, the AH Parties and their Affiliates who are now or who are expected to be employees of, or leased employees providing services to, the Advisor or the Property Manager as of the Closing (each such employee or leased employee, together with any new or replacement employees or leased employees who will be employees of, or leased employees providing services to, the Advisor or the Property Manager as of the Closing, being referred to herein as a “ Business Employee ”). To the Knowledge of AH LLC, since January 1, 2012, no Business Employee has threatened or otherwise indicated in writing any intent, and neither AH LLC nor any of their Affiliates intends, to cancel or otherwise terminate the employment relationship of any Business Employee (except in connection with any Business Employee becoming an employee of the Advisor or the Property Manager);

(ii) Except as set forth on Schedule 3.1(r) , neither the execution and delivery of this Agreement or the Transaction Documents, nor the performance of the Transactions, will (either alone or in conjunction with any other event, such as termination of employment) (i) result in any payment (including severance payments, payments under any other agreements or unemployment compensation payments) becoming due from the Company, the Advisor or the Property Manager to any Business Employee or any other Person, under any Plan or otherwise; (ii) materially increase any benefits otherwise payable under any Plan operated or maintained by or on behalf of the Company, the Advisor or the Property Manager; or (iii) result in any acceleration of the time of payment or vesting of any benefits payable by AH LLC, the Company, the Advisor or the Property Manager to any Business Employee.

(s) Loans to Certain AH Parties . There are no outstanding loans to or other Indebtedness incurred by the Property Manager, the Advisor or any of the Subsidiaries.

(t) Licenses and Permits . The AH Parties hold and, as of the Closing, the Advisor and the Property Manager will hold, all licenses, permits and other regulatory and governmental authorizations (“ Governmental Licenses ”) that are required to be maintained by them in connection with the conduct of the Business, except where the failure to hold any Governmental License would not have a Material Adverse Effect on the Business, the Advisor or the Property Manager. Each such Governmental License is valid and in full force and effect in all material respects and will not be invalidated by consummation of the Transactions. The AH Parties have been in compliance in all material respects with all of the terms and requirements of each Governmental License and there are no disputes, oral agreements or forbearance programs in effect as to any Governmental License.

(u) Insurance .

(i) Schedule 3.1(u) sets forth a complete and correct list of all insurance policies held by or on behalf of the Business, the Advisor or the Property Manager and a brief description of such insurance policies. AH LLC has delivered to the Company a complete and correct copy of all such policies together with all riders and amendments thereto entered into prior to the date hereof. All the insurance policies listed on Schedule 3.1(u) are in full force and effect, and, other than the insurance policies issued by InsuRe that insure the Company, the OP, AH LLC, Property Manager, Advisor and/or any subsidiary of any of the foregoing (the “ InsuRe Policies ”), will be in full force and effect as of the Closing. All premiums due and payable on the insurance policies listed on Schedule 3.1(u) have been paid and no notice of cancellation or termination has been received with respect to any such policy. Except with respect to the InsuRe Policies, as of the Closing, the Advisor and the Property Manager will have insurance policies substantially similar to the insurance policies

listed on Schedule 3.1(u) and such policies will be in full force and effect (the “ Post-Closing Insurance Policies ”). Except with respect to the InsuRe Policies, the insurance policies referred to in this Section 3.1(u) (including the Post-Closing Insurance Policies) will not terminate by reason of, any of the transactions contemplated by this Agreement (assuming payment of any applicable policy premiums arising after the Closing). All premiums due and payable in respect of the insurance policies referred to in this Section 3.1(u) have been duly and timely paid.

(ii) There are no claims pending under any of the insurance policies set forth on Schedule 3.1(u) as to which coverage has been questioned, denied or disputed by the underwriters of such policies. All premiums due and payable under all of the insurance policies set forth on Schedule 3.1(u) have been paid, and each AH Party is otherwise in compliance with the terms of such policies.

(v) Projections and Financial Information Provided to Special Committee . The projections (the “ Projections ”) and other financial information provided to the Special Committee were prepared in good faith using assumptions that AH LLC believes in good faith are reasonable (which assumptions are disclosed therein) and are based on all reasonably available information regarding the current and historic operations, income and expenses of the Business by the AH Parties and the operations, income and expenses of the Business as it is proposed to be conducted following the Closing as reflected in the assumptions underlying the Projections, it being understood by the Company that (i) such Projections are not a guarantee of the future performance of the Business, or that the Projections will be obtained and (ii) the AH Parties shall have no liability and there shall not be a breach of this Section 3.1(v) based solely on the failure to achieve the Projections.

(w) Absence of Undisclosed Liabilities . There are no liabilities or obligations relating to the Business, the Transferred Intellectual Property or the Transferred Assets of any nature, whether accrued, contingent or otherwise, and, to the Knowledge of AH LLC, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability or obligation, except for liabilities or obligations (i) reflected in the balance sheets of the Advisor and Property Manager as of March 31, 2013 included in the Financial Statements or (ii) that were incurred since March 31, 2013 in the ordinary course of business and could not reasonably be expected to have a Material Adverse Effect on the Business. As of the Closing, the Advisor and the Property Manager will not have any liabilities other than liabilities set forth on the Closing Date Balance Sheet and liabilities set forth on Schedule 3.1(w) .

(x) Intellectual Property .

(i) Schedule IP sets forth a true, complete and accurate list of (A) all Intellectual Property owned by any of the AH Parties and used in the Business, (B) all material licenses of Intellectual Property to which any of the AH Parties is a party that are used in the Business (other than licenses for off-the-shelf computer software that is generally available to the public on commercially reasonable terms) and (C) all Intellectual Property used by AH LLC, the Advisor or the Property Manager in the Business pursuant to formal or informal arrangements with Affiliates.

(ii) As of the Closing, the Company, the OP, the Advisor or the Property Manager will own or otherwise have the right to use, with no further consents payment of royalties or other costs required, all of the Intellectual Property necessary for the conduct of the Business after the Closing in substantially the same manner as it is currently conducted and as it is proposed to be conducted as reflected in the assumptions underlying the Projections immediately following the Closing, free and clear of all Encumbrances.

(iii) Except as set forth on Schedule 3.1(b) , the conduct of the Business does not infringe upon or misappropriate the rights of any other Person, nor is any Intellectual Property that, at Closing, will be owned by the Advisor or the Property Manager being infringed upon or misappropriated by any other Person.

(iv) Consummation of the transactions contemplated by this Agreement will not result in the imposition of any financial obligation on the part of the Company or the OP in respect of the transfer of any such Transferred Intellectual Property or agreement related thereto.

(y) Powers of Attorney . There are no outstanding powers of attorney executed on behalf of the Advisor or the Property Manager.

(z) Information Provided to Stanger . The information provided to Robert A. Stanger & Co., Inc. (“ Stanger ”) by the AH Parties in connection with Stanger’s role as the financial advisor to the Special Committee was complete and correct in all material respects, and the AH Parties did not fail to provide Stanger with any material facts known to the AH Parties, the omission of which would render the information provided materially misleading.

(aa) Transactions with Related Parties . There are no outstanding loans, receivables or payables from or to any AH Party, on the one hand, and any Business Employee, the Advisor or the Property Manager, on the other hand. There is no (i) agreement between the AH Parties or any of their Affiliates, and any Business Employee that is not reflected in Schedule 3.1(aa) ; or (ii) agreement requiring payments to be made by the Advisor or the Property Manager to any Person on a change of control or otherwise as a result of the consummation of the Transactions.

(bb) No Other Business . The Advisor’s only clients since its inception have been the Company, RJ American Homes 4 Rent One, LLC, RJ American Homes 4 Rent Two, LLC and American Homes 4 Rent I, LLC. The Advisor and the Property Manager have conducted no business other than the Business.

3.2. Representations and Warranties of the Company and the OP . Each of the Company and the OP hereby represents and warrants to AH LLC as follows, as of the Effective Date:

(c) No Conflict . (1) Neither the execution, delivery, nor performance of this Agreement by the Company or the OP, nor any action or omission on the part of the Company or the OP required pursuant hereto, nor the consummation of the Transactions will (i) result in a breach or violation of, or constitute a default under, any Legal Requirement; (ii) result in a breach of any term or provision of the charter documents of the Company or the OP or result in the breach of any term or provision thereof; or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument, indenture or other material document to which the Company or the OP is a party or by which any of the properties of the Company or the OP is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, breach or violation that would not reasonably be expected to result in a Material Adverse Effect (as defined in Exhibit A with references to AH LLC being deemed to be references to each of the Company and the OP for purposes of this paragraph); and (2) neither the Company nor the OP is, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement which has not already been given or obtained, except for such failure to give notice or obtain consent which would not reasonably be expected to result in a Material Adverse Effect.

(d) Brokers, Finders and Advisors . Neither the Company nor the OP has entered into any agreement resulting in any of the AH Parties having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions by the Company or the OP for any brokerage, finder or advisory fees or charges of any kind whatsoever.

(e) Title to OP Units . At Closing, AH LLC will acquire the OP Units free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement or those that result from action by AH LLC.

4. Covenants .

4.1. Conduct of Business Prior to Closing . From the Effective Date until the Closing or earlier termination of this Agreement, except as otherwise expressly provided in this Agreement, AH LLC (i) shall cause the AH Parties to conduct the Business in the ordinary course, consistent with the requirements of the Management Agreements, and consistent with the assumptions underlying the Projections; (ii) shall use commercially reasonable efforts to preserve substantially intact the present organization of the AH Parties; (iii) shall use commercially reasonable efforts to keep available the services of the present officers and employees of the AH Parties and of all other Persons who provide material services to the Company and its subsidiaries and any employees identified to provide services to the Company or its subsidiaries following the Closing; and (iv) shall use commercially reasonable efforts to preserve the AH Parties’ relationships with others having business dealings with the AH Parties relating to the Business. Without limiting the generality of the foregoing, except as as otherwise expressly provided in this Agreement, from the Effective Date to the Closing, without the prior consent of the Company, AH LLC shall not and shall cause the AH Parties to not:

(a) sell, lease, Encumber, transfer or dispose of any Transferred Assets, the Contracts or Intellectual Property of the Advisor or the Property Manager, in each case except in the ordinary course of business;

(b) fail to timely pay any account payable in the ordinary course of business relating to the Business other than amounts that are subject to dispute in good faith;

(c) take any action that would adversely affect the Company’s qualification as a real estate investment trust within the meaning of Section 856 of the Code;

(d) enter into any material commitment or transaction relating to the Business except in the ordinary course of business;

(e) incur, create, assume or guarantee any Indebtedness of or by the Advisor or the Property Manager;

(f) change (or permit to be changed) any accounting or Tax procedure or practice (including any method of accounting for Tax purposes), make (or permit to be made) any Tax election or settle or compromise any Tax liability, but in any case, only to the extent that such procedure or practice, election or compromise relates to the Business or to any Tax liability of the Advisor or the Property Manager or Taxes of the Advisor or the Property Manager as a separate entity;

(g) other than normal increases consistent with past practices, enter into, adopt, amend, terminate or waive any right under any Plan (including any employment or consulting arrangement), increase in any manner the compensation or benefits of any Business Employee or pay or otherwise grant any benefit not required by any Plan with respect to any Business Employee, or enter into any contract to do any of the foregoing;

(h) except for capital expenditures related to leasing software upgrades, commit the Advisor or the Property Manager to any single capital expenditure or commitment in excess of $50,000 or make aggregate capital expenditures and commitments in excess of $100,000 (on a consolidated basis);

(i) cancel any debts or waive any claims or rights of substantial value relating to the Business, the Advisor or the Property Manager;

(j) issue, sell or grant any Equity Interests of the Advisor or the Property Manager, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any Equity Interests of the Advisor or the Property Manager, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any Equity Interests of the Advisor or the Property Manager or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any Equity Interests of the Advisor or the Property Manager or any other securities in respect of, in lieu of, or in substitution for, the Equity Interests of the Advisor or the Property Manager that are outstanding on the date hereof;

(k) settle or compromise any material claim, action, suit or proceeding pending or threatened against the Advisor or the Property Manager or relating to the Business;

(l) except as permitted by Section 4.1(g), enter into any transaction or any contract with any Business Employee;

(m) make or authorize any change in the organizational documents of the Advisor or the Property Manager;

(n) take, or agree or otherwise commit to take, any of the foregoing actions or any other action that if taken would reasonably be expected to prevent the satisfaction of any condition set forth in Section 2.3 .

4.2. Prorations . All monthly rents and other monthly income from the Contracts and personal property Taxes, and other recurring operating expenses of the AH Parties (collectively, the “ Proration Items ”) shall be prorated as follows on the basis of actual days elapsed as of 11:59 p.m. on the day prior to the Closing:

(a) Generally . Those items for which actual bills are not available at the Closing shall be prorated based upon good faith estimates using bills from the previous month or year, as applicable, and shall be the subject of a post-closing adjustment sixty (60) days after the Closing, or as soon thereafter as the precise amounts can be ascertained. Once all applicable amounts have been ascertained, AH LLC shall prepare and deliver a statement of prorations to the Company and the OP. No prorations will be made in relation to any AH Parties’ existing financing or cash liabilities, all of which shall be the responsibility solely of AH LLC, and no prorations will be made in relation to any AH Parties’ existing cash assets, all of which shall be solely for the account of AH LLC.

(b) Operating Expenses . All insurance premiums (except for those related to the policies issued by InsuRe which are being cancelled as of the Closing), utility bills, management fees and other recurring monthly operating expenses shall be prorated as of the Closing.

(c) Proration Payments . If the statement of prorations prepared by AH LLC and submitted to the Company and the OP reflects a payment to the OP, AH LLC shall pay such amount to the OP within five (5) days following the delivery of the statement of prorations to the Company and the OP. If such statement of prorations reflects a payment to AH LLC, the OP shall pay such amount to AH LLC within five (5) days following the delivery of the statement of prorations to the Company and the OP.

4.3. Insurance Policies . Upon the Closing, AH LLC shall cause to be terminated all of the InsuRe Policies and shall provide documentation evidencing such terminations to the Company and the OP; provided , however , that such terminations shall not affect the obligation of InsuRe to cover claims against the Company, the OP or any of the AH Parties arising out of or related to events that occur prior to the Closing.

4.4. Access to Information . During the period from the Effective Date to the Closing or earlier termination of this Agreement, AH LLC shall furnish the Special Committee and its representatives with any information and data (including copies of contracts, plans and other books and records) concerning the Business, the Advisor and the Property Manager and operations of the Business, the Advisor and the Property Manager as the Special Committee or any of such representatives reasonably may request.

4.5. Preparation of Consent Solicitation Statement .

(a) The Company, with the assistance of the AH Parties, shall use its commercially reasonable efforts to cause the timely mailing of the Consent Solicitation Statement in respect of the consents, votes, approvals and other actions of the Company’s shareholders required to effectuate the Transactions (the “ Consent Solicitation Statement ”), which Consent Solicitation Statement shall include, among other things, a fairness opinion from Stanger to the Special Committee and the Company, that the Transactions are fair, from a financial point of view, to the Company.

(b) AH LLC shall cooperate with the Company and the OP in preparing the Consent Solicitation Statement and shall provide such information regarding the AH Parties and the Business as the Company and the OP may reasonably request for purposes of the Consent Solicitation Statement and for the solicitation of consents and participation by the Company’s shareholders with respect to the Transactions. All such information shall be true, accurate and complete in all material respects.

(c) If, at any time after the mailing of the Consent Solicitation Statement and prior to the Company obtaining the Company Shareholder Approval, any event should occur that, in the opinion of counsel to AH LLC or the Company, results in the Consent Solicitation Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Consent Solicitation Statement, the parties shall promptly notify each other of the occurrence of such event and then the Company shall promptly prepare (with the cooperation of AH LLC), such amendment or supplement, and the Company shall mail to its shareholders each such amendment or supplement.

(d) In connection with the Consent Solicitation Statement, the Company, acting through its board of trustees, upon a recommendation of the Special Committee, shall recommend the approval of this Agreement and the Transactions to the Company’s shareholders.

4.6. Litigation Support . In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any Transaction or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Business, each of the other parties will reasonably cooperate with such party and its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided, however, that the contesting or defending party shall reimburse the other party for its reasonable costs and expenses (including its internal costs for the personnel providing such assistance).

4.7. Employee Matters .

(a) Prior to Closing, AH LLC will take all actions necessary (i) to cause the Business Employees (or to the extent a Business Employee’s employment terminates, to use commercially reasonable efforts to recruit and secure the services of a suitable replacement employee reasonably acceptable to the Company (any such replacement being included in the definition of Business Employee)) to become employees of, or leased employees providing services to, the Advisor or the Property Manager, and (ii) as to such Business Employees who are leased employees, to cause the third-party employer of such Business Employees to enter

directly into an agreement with the Advisor and the Property Manager, in a form reasonably satisfactory to the Company, to continue to employ the Business Employees on and after the Closing for the benefit of the Advisor and the Property Manager under the direction of the Company, the Advisor and/or the Property Manager for such term as the Company shall determine to end no earlier than December 31, 2013, and to have such third-party employer to continue to provide, for the term of the third-party employee services agreement, employee benefit plans, programs and arrangements that are comparable in the aggregate to those Plans provided to the Business Employees as of the date hereof (and that are consistent with the assumptions underlying the Projections) to the extent the Company deems practicable, taking into account the number of Business Employees. The third-party employee services agreement referred to in the preceding sentence also shall provide for the third-party employer to agree to permit the Business Employees to become common law employees of the Company or a Company Affiliate effective as of January 1, 2014 (or such later date that is the day immediately following the last day of the term of the third-party employee services agreement). All costs of recruiting and securing the services of the employees referred to in clause (i) of this paragraph shall be paid by AH LLC for such Business Employees hired or provided before the Closing. Any contributions which the Advisor or the Property Manager is required to make to the Plans for periods ending on or before the Closing shall be made by AH LLC.

(b) AH LLC shall remain solely responsible for any and all liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or termination of employment of any Business Employee by AH LLC, the Advisor or the Property Manager prior to the Closing (including in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in, or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of AH LLC, the Advisor or the Property Manager relating to periods prior to the Closing Date; or (iii) accrued but unpaid salaries, wages, bonuses, severance payments, incentive compensation, vacation or sick pay, or other compensation or payroll items (including deferred compensation) relating to periods prior to the Closing Date.

(c) After the Closing Date, AH LLC shall continue to be responsible for any and all liabilities to or in respect of any of its employees, including any Business Employee, relating to or arising in connection with any and all claims for workers’ compensation benefits arising in connection with any occupational injury or disease occurring prior to the Closing Date to the extent AH LLC on the Closing Date were responsible for claims in accordance with the Company Plans as in effect on the Closing Date. After the Closing Date, AH LLC shall continue to be responsible for any and all liabilities to or in respect of any of its employees, including any Business Employee, relating to or arising in connection with any and all claims for short-term or long-term disability benefits arising in connection with

any injury or disease occurring or existing on or prior to the Closing Date whether reported before or after the Closing Date to the extent AH LLC on the Closing Date were responsible for claims in accordance with the Company Plans as in effect on the Closing Date.

(d) To the extent that AH LLC has not provided to the Company, the Advisor or the Property Manager employee records and files related to the Business Employees prior to the Closing Date (including personnel files), AH LLC shall continue to maintain such records in accordance with its standard record retention policies as in effect from time to time and the Company, the Advisor and the Property Manager shall be entitled to inspect or obtain copies of such records from AH LLC to the extent permissible under applicable Laws.

4.8. Cooperation on Post-Closing Tax Matters .

(a) The Company and AH LLC each shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Return and any audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s reasonable request) the provision of records and information which are reasonably relevant to any such audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties agree (i) to retain all books and records with respect to Tax matters pertinent to the Advisor or the Property Manager relating to any Pre-Closing Tax Period, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the other party so requests, the Company or AH LLC, as the case may be, shall allow the other party to take possession of such books and records.

(b) For all U.S. federal, state and local income Tax purposes and other Tax purposes where permitted, the contribution of the Tax Matters Persons shall be treated as the contribution of the assets of the Tax Matters Persons subject to the liabilities of the Tax Matters Persons. To the extent allowed by Law, both AH LLC and the Company shall file all U.S. federal, state and local Tax Returns in a manner consistent with such treatment.

4.9. Supplements to Schedules . From time to time prior to Closing, AH LLC shall promptly supplement or amend the Schedules that AH LLC has delivered in connection with Article 3 with respect to any matter first existing or occurring after the Effective Date that, if existing or occurring at or prior to the Effective Date, would have been required to be set forth or described in such Schedules or that is necessary to correct any information in such Schedules that has been rendered inaccurate thereby. No supplement or amendment to any Schedule will have any effect for the purpose of determining satisfaction of the conditions set forth in Section 2.3 or any other rights the Company may have in respect of the accuracy of the representation or warranty to which said Schedule applies as of the Effective Date or as of the Closing, including under Section 5.2 .

5. Indemnification and Claims .

5.1. Survival of Representations, Warranties, Covenants and Agreements . The representations and warranties of the parties contained in this Agreement will survive until twenty-four (24) months after the Closing Date; provided that (i) the representations and warranties contained in Section 3.1(i) (Compliance with Laws), Section 3.1(j) (Brokers, Finders and Advisors), Section 3.1(m) (Tax), Section 3.1(p) (Title to Assets), Section 3.1(x) (Intellectual Property) and Section 3.2(d) (Brokers, Finders and Advisors) shall survive until the later of twenty-four (24) months after the Closing Date or thirty (30) days after the expiration of the applicable statute of limitations with respect to the matters addressed in such sections, and (ii) the representations and warranties contained in Section 3.1(a) (Due Authorization; Approvals), Section 3.1(c) (Organization and Qualification of the AH Parties), Section 3.1(f) (Ownership of the Membership Interests), Section 3.2(a) (Organization), Section 3.2(b) (Due Authorization) and Section 3.2(e) (Title to OP Units) shall survive indefinitely with respect to the matters addressed in such sections. Notwithstanding the foregoing, a claim given in good faith in accordance with this Article 5 in respect of a representation or warranty on or prior to the date on which the representation or warranty ceases to survive shall not thereafter be barred by the expiration of the survival period, and may be pursued thereafter without regard to such expiration. Except as otherwise expressly provided in this Agreement, each covenant or agreement set forth in this Agreement shall survive without limit.

5.2. Indemnification of the Company and the OP . AH LLC shall indemnify and hold harmless the Company and the OP and their respective successors and the respective shareholders, members, managers, partners, officers, directors, employees and agents of each such indemnified Person (collectively, the “ REIT Indemnified Parties ”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any REIT Indemnified Party to the extent arising out of, resulting from, based upon or relating to (i) any breach, as of the Effective Date or the Closing Date of any representation or warranty made by the AH Parties in this Agreement or in any of the Transaction Documents; provided , that for purposes of this Section 5.2 , any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or applicable to such representation or warranty; (ii) any failure by the AH Parties duly and timely to perform or fulfill any of their covenants or agreements required to be performed by them under this Agreement or any of the Transaction Documents; and (iii) any act, omission or state of affairs for which any AH Party would be liable to the Company or the OP or would be required to provide indemnity to the Company or the OP under the Management Agreements (and regardless of whether the Management Agreements remain in effect) or under the Company’s declaration of trust in effect on the date hereof, to the extent such act, omission or state of affairs preceded the Closing.

5.3. Indemnification of AH LLC . The Company shall indemnify and hold harmless AH LLC and its respective successors (and their respective shareholders, members, officers, directors, managers, employees and agents) (collectively the “ AH LLC Indemnified Parties ”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any AH LLC Indemnified Party to the extent arising out of, resulting from, based

upon or relating to (i) any breach as of the Effective Date or the Closing Date of any representation or warranty made by the Company or the OP in this Agreement or in any of the Transaction Documents; provided , that for purposes of this Section 5.3 , any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or applicable to such representation or warranty; or (ii) any failure by the Company or the OP to perform or fulfill any of their respective covenants or agreements required to be performed by the Company or the OP under this Agreement or any of the Transaction Documents.

5.4. Limitations . The maximum aggregate liability of AH LLC under Section 5.2 shall not exceed $150 million (the “ Maximum Indemnity Amount ”). The maximum liability of the Company under Section 5.3 shall not exceed the Maximum Indemnity Amount.

5.5. Indemnification Procedures . All claims for indemnification by any Indemnified Party under this Article 5 shall be asserted and resolved as follows:

(a) If an Indemnified Party intends to seek indemnification under this Article 5, it shall promptly notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and the basis therefor (including a good faith estimate of the amount of Losses to the extent practicable) and provide the Indemnifying Party with all relevant information that is material to the claim or that the Indemnifying Party may reasonably request. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby.

written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 5.5(b), the Indemnified Party shall (A) not pay or settle any such claim without the Indemnifying Party’s consent, such consent not to be unreasonably withheld or delayed; and (B) cooperate fully with the Indemnifying Party and its counsel in the settlement and defense of such claim. If the Indemnifying Party is not entitled to join in or assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party assumption of the defense of such claim within the thirty (30)-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. Except as otherwise expressly provided in this Section 5.5, the failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party on behalf of the Indemnified Party shall be paid as incurred, promptly against delivery of reasonably detailed invoices therefor.

5.6. Character of Indemnity Payments . The parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the consideration paid by the Company, unless otherwise required by Law (including by a determination of a Tax Authority that, under applicable Law, is not subject to further review or appeal).

5.7. Exclusive Remedy . Except for claims based on fraud, willful misconduct, criminal activity or claims for equitable relief, following the Closing, the rights of the parties for indemnification relating to breaches of this Agreement shall be limited to those contained in this Article 5 and such indemnification rights shall be the exclusive remedies of the parties with respect to breaches of this Agreement.

5.8. Subrogation/Insurance . If an Indemnified Party recovers Losses from an Indemnifying Party, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such recovered Losses, subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy. With respect to any rights of any Indemnifying Party against a third party to which an Indemnified Party is entitled pursuant to the preceding sentence, such Indemnified Party shall use commercially reasonable efforts to preserve any rights that such Indemnifying Parties may have to make claims against third parties (including under applicable insurance policies) and the Indemnified Parties and the Indemnifying Parties shall cooperate with and assist the other in issuing notices of claims to such third parties, presenting claims for payment and collecting proceeds related thereto. Notwithstanding anything in this Agreement to the contrary, the amount of any Losses of any Person under this Article 5 shall be net of the amount, if any, received by the Indemnified Party (after deducting all costs and expenses associated with recovering such amount) from any third party (including any insurance company or other insurance provider).

6. Termination .

6.1. Termination . This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing by:

(a) the mutual written agreement of the Company, the OP and AH LLC, before or after the Company Shareholder Approval is obtained.

(b) either the Company or AH LLC if any court of competent jurisdiction or other competent Governmental Authority shall have issued a statute, rule, regulation, order, decree or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting all or any portion of the transactions contemplated by this Agreement and such statute, rule, regulation, order, decree or injunction or other action shall have become final and nonappealable.

(c) either the Company or AH LLC, in the event (i) of a material breach of this Agreement by the non-terminating party if such non-terminating party fails to cure such breach within thirty (30) days following written notification thereof by the terminating party or (ii) the satisfaction of any condition to the terminating party’s obligations under this Agreement becomes impossible, but only if the failure of such condition to be satisfied is not caused by a breach of this Agreement by the terminating party or its Affiliates.

(d) either the Company or AH LLC if the Company Shareholder Approval is not obtained on or before December 31, 2013.

6.2. Effect of Termination . If this Agreement is validly terminated pursuant to Section 6.1, this Agreement will forthwith become null and void, and have no further effect, without any liability on the part of any party hereto or its Affiliates, directors, managers, officers, shareholders or members, other than the provisions of this Section 6.2 and Sections 7 through 16 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any willful breach of this Agreement occurring prior to termination.

7. Notices . All notices, demands and requests hereunder shall be in writing and shall be deemed to have been properly given if (a) hand delivered; (b) sent by reputable overnight courier service; or (c) sent by United States registered or certified mail, postage prepaid, addressed to the parties at the respective addresses set forth below, or at such other address as any of the parties may from time to time designate by written notice given as herein required. Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. All such notices shall be addressed as follows:


If to the Company:		American Homes 4 Rent 22917 Pacific Coast Highway, Suite 300 Malibu, California 90265 Attention: Lead Independent Director

With a cc to:		Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 Attention: James E. Showen

If to the OP:		American Homes 4 Rent, L.P. 22917 Pacific Coast Highway, Suite 300 Malibu, California 90265 Attention: Lead Independent Director

With a cc to:		Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 Attention: James E. Showen

If to AH LLC:		American Homes 4 Rent, LLC 22917 Pacific Coast Highway, Suite 300 Malibu, California 90265 Attention: General Counsel

8. Entire Agreement; Amendments . This Agreement (together with any exhibits) contains or will contain the entire agreement among the parties with respect to the Transactions, and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments and understandings between the parties. This Agreement may be amended, changed, terminated or modified only by agreement in writing signed by all of the parties.

9. Successors and Assigns . The covenants, agreements, rights and options contained in this Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, successors and assigns of the parties hereto and all Persons or entities claiming by, through or under any of them.

10. Further Documents . Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions that may be or become necessary or expedient to effectuate and carry out the Transactions, whether before or after the Closing.

11. Governing Law . This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Maryland, without regard to conflicts of law principles.

12. Counterparts . This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original and all of which, collectively, shall constitute one agreement.

13. Construction of Agreement . No party, or its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against any party.

14. No Waiver . A waiver by either party hereto of a breach of any of the covenants or agreements in this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.

15. Severability . In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law.

16. Headings . The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. All references in this Agreement to sections and exhibits are to sections and exhibits of this Agreement, unless otherwise indicated.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


Company:	AMERICAN HOMES 4 RENT, a Maryland real estate investment trust

	By:	/s/ Matthew J. Hart
		Name: Matthew J. Hart
		Title: Chairman of the Special Committee of the Board of Trustees

OP:	AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership

	By:	American Homes 4 Rent, a Maryland real estate investment trust, its General Partner

		By:	/s/ Matthew J. Hart
			Name: Matthew J. Hart
			Title: Chairman of the Special Committee of the Board of Trustees

AH LLC:	AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company

	By:	/s/ David Singelyn
		Name: David Singelyn
		Title: Manager

[Signature page to Contribution Agreement]

LIST OF EXHIBITS


Exhibit A		Defined Terms
Exhibit B		Subsidiaries of Property Manager
Exhibit C		Series D Designations
Exhibit D		Series E Designations
Exhibit E		Registration Rights Agreement
Exhibit F		Lock-Up Agreement
Exhibit G		Amended and Restated Investment Agreement
Exhibit H		Form of Assignment and Assumption Agreement

LIST OF SCHEDULES


Schedule 3.1(b)		Legal Proceedings
Schedule 3.1(g)		Contracts
Schedule 3.1(r)		Business Employees
Schedule 3.1(u)		Insurance
Schedule 3.1(w)		Liabilities
Schedule 3.1(aa)		Transactions with Related Parties
Schedule IP		Intellectual Property

EXHIBIT A

DEFINED TERMS

1. “ Advisor ” is defined in the recitals.

2. “ Advisory Management Agreement ” is defined in the recitals.

3. “ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

4. “ Agreement ” is defined in the preamble.

5. “ AH LLC ” is defined in the preamble.

6. “ AH LLC Indemnified Parties ” is defined in Section 5.3.

7. “ AH Parties ” means AH LLC, the Advisor, the Property Manager and the Subsidiaries.

8. “ Amended and Restated Investment Agreement ” is defined in the recitals.

9. “ Anti-Terrorism Law ” means each of: (a) the Executive Order; (b) the Patriot Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956; and (d) any other Law now or hereafter enacted to monitor, deter or otherwise prevent terrorism or the funding or support of terrorism.

10. “ Assignment ” is defined in Section 2.2(a).

11. “ Balance Sheet Date ” is defined in Section 3.1(n).

12. “ Balance Sheets ” is defined in Section 3.1(n).

13. “ Blue Sky Laws ” is defined in Section 3.1(l).

14. “ Business ” means the business of providing the advisory, property management and other services provided by the Advisor and the Property Manager or their Affiliates to the Company, the OP, any of their Affiliates or any other Persons (including all of the services necessary to satisfy the obligations of the Advisor and the Property Manager under the Management Agreements).

15. “ Business Employee ” is defined in Section 3.1(r).

16. “ Closing ” is defined in Section 2.1.

17. “ Closing Date ” is defined in Section 2.1.

18. “ Closing Date Balance Sheet ” is defined in Section 2.5(a).

19. “ Closing Date Financial Information ” is defined in Section 2.5(a).

20. “ Code ” means the Internal Revenue Code of 1986, as amended.

21. “ Company ” is defined in the preamble.

22. “ Company Plan ” means a Plan which the AH Parties or any ERISA Affiliate sponsors, maintains, has any obligation to contribute to, has or may have liability under or is otherwise a party to, or which otherwise provides benefits for employees, former employees, independent contractors or former independent contractors (or their dependents and beneficiaries) who provide or provided services primarily to AH LLC, the Advisor or the Property Manager.

23. “ Company Shareholder Approval ” means the approval of this Agreement and the Transactions by the affirmative vote of the holders of at least a majority of the shares entitled to vote on the matter, excluding, for this purpose, shares beneficially owned by any of the AH Parties or their respective Affiliates.

24. “ Consent Solicitation Statement ” is defined in Section 4.5(a).

25. “ Contracts ” means all of the contracts (and all amendments or modifications thereto) to which any of Property Manager, Advisor or any Subsidiary is a party.

26. “ Designated Person ” means any Person who (a) is named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and/or any other similar lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control pursuant to authorizing statute, executive order or regulation; (b) (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Executive Order or any related legislation or any other similar executive order(s), or (ii) engages in any dealings or transactions prohibited by Section 2 of the Executive Order or is otherwise associated with any such Person in any manner who violates of Section 2 of the Executive Order; or (c) (i) is an agency of the government of a country; (ii) is an organization controlled by a country; or (iii) is a Person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or as otherwise published from time to time, as such program may be applicable to such agency, organization or Person.

27. “ Effective Date ” is defined in the preamble.

28. “ Encumbrances ” means any and all liens, charges, security interests, mortgages, pledges, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements, or other adverse claims or restrictions on title or transfer of any nature whatsoever.

29. “ Equity Interests ” means (i) with respect to a corporation, as determined under the laws of the jurisdiction of organization of such entity, shares of capital stock (whether common, preferred or treasury); (ii) with respect to a partnership, limited liability company, limited liability partnership or similar Person, as determined under the laws of the jurisdiction of organization of such entity, units, interests, or other partnership or limited liability company interests; or (iii) any other equity ownership.

30. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

31. “ ERISA Affiliate ” means a person required at any particular time to be aggregated with the AH Parties under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

32. “ Executive Order ” means Executive Order No. 13224 on Terrorist Financings:—Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on 23rd September, 2001, as amended by Order No. 132684, as so amended.

33. “ Financial Statements ” is defined in Section 3.1(n).

34. “ GAAP ” means United States generally accepted accounting principles.

35. “ Governmental Authority(ies) ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

36. “ Governmental Licenses ” is defined in Section 3.1(t).

37. “ Indebtedness ” means, as to any Person, (i) all obligations of such Person for borrowed money (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured); (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business; (iv) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency; (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person; (vi) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases; (vii) all indebtedness secured by any lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person; and (viii) all guarantees by such Person of the Indebtedness of any other Person.

38. “ Indemnified Party ” means any Person claiming indemnification under any provision of Article 5.

39. “ Indemnifying Party ” means any Person against whom a claim for indemnification is being asserted under any provision of Article 5.

40. “ InsuRe ” is defined in the recitals.

41. “ InsuRe Policies ” is defined in Section 3.1(u).

42. “ Intellectual Property ” means all of the following intellectual property: (i) all brands and slogans, all registered and unregistered trademarks, trade names, service marks, domain names and applications and registrations therefor and all goodwill associated therewith; (ii) all patents, patent applications and inventions conceived or reduced to practice prior to the Closing, including any provisional, utility, continuation, continuation-in-part or divisional applications filed in the United States or other jurisdiction prior to the Closing, and all reissues thereof and all reexamination certificates issuing therefrom; (iii) all copyrights, including all related copyright applications and registrations; (iv) all know-how or other trade secrets, whether or not reduced to practice; (v) the right to sue for and recover damages, assert, settle and/or release any claims or demands and obtain all other remedies and relief at law or equity for any past, present or future infringement or misappropriation of any of the foregoing; (vi) all licenses, options to license and other contractual rights to use the Intellectual Property; and (vii) all computer and electronic data processing programs and software programs and related documentation.

43. “ Investment Agreement ” is defined in the recitals.

44. “ Knowledge ” means the actual knowledge after reasonable investigation of B. Wayne Hughes, David Singelyn, Jack Corrigan, Peter Nelson and David Goldberg.

45. “ Law(s) ” means all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, decrees, policies, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Authority.

46. “ Legal Requirement(s) ” means any and all judicial decisions, orders, injunctions, writs, statutes, laws, rulings, rules, regulations, permits, certificates, or ordinances of any Governmental Authority.

47. “ Lock-Up Agreement ” is defined in the recitals.

48. “ Losses ” means any and all damages, fines, fees, penalties, liabilities, losses and costs and expenses (including interest, court costs and fees, and reasonable costs of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment); provided, that Losses shall not include any indirect, special or punitive damages (other than punitive damages asserted in a claim by a third party) or incidental or consequential damages.

49. “ Management Agreements ” is defined in the recitals.

50. “ Material Adverse Effect ” means any circumstance, event, change or effect that, individually or in the aggregate: (A) is material and adverse to the condition (financial or otherwise), results of operations, business, assets or liabilities of the AH Parties (on a collective basis), it being agreed that any financial adverse effect in excess of $250,000 shall be a Material Adverse Effect or (B) would materially impair the ability of any AH Party to perform its duties and obligations under this Agreement, provided, however, that Material Adverse Effect shall not be deemed to include the impact of (1) changes or conditions (including, without limitation, changes in economic, financial market, credit market, regulatory or political conditions) affecting the United States or state economies, or the management of residential properties, and which do not have a materially disproportionate impact on any AH Party, as compared to similarly situated managers of residential properties, or (2) actions or omissions of any AH Party taken with the express prior written consent of the Company in contemplation of the Transactions.

51. “ Maximum Indemnity Amount ” is defined in Section 5.4.

52. “ Membership Interests ” is defined in the recitals.

53. “ Monetary Assets ” shall mean the sum of (i) the cash of the Advisor, the Property Manager and each Subsidiary of the Property Manager as of the Closing; (ii) the receivables held by the Advisor, the Property Manager and each Subsidiary of the Property Manager as of the Closing (except for those receivables which are otherwise to be prorated as set forth in Section 4.2); and (iii) the deposits made by the Advisor, the Property Manager and each Subsidiary of the Property Manager and held in escrow accounts as of the Closing.

54. “ Monetary Liabilities ” shall mean the sum of the amount of the payables and accrued liabilities of the Advisor, the Property Manager and each Subsidiary of the Property Manager as of the Closing, except for those payables and liabilities which are otherwise to be prorated as set forth in Section 4.2.

55. “ OP ” is defined in the preamble.

56. “ OP Units ” is defined in Section 1.

57. “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act).

58. “ Person(s) ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

59. “ Plan ” means any employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen’s compensation or other insurance, severance, separation, termination, change of control, collective bargaining or other benefit plan, agreement, practice, policy or arrangement, whether written or oral, and whether or not subject to ERISA, including any “employee benefit plan” within the meaning of Section 3(3) of ERISA.

60. “ Post-Closing Insurance Policies ” is defined in Section 3.1(u).

61. “ Pre-Closing Tax Period ” means any Tax period ending on or before the Closing Date.

62. “ Private Placement ” is defined in the recitals.

63. “ Projections ” is defined in Section 3.1(v).

64. “ Property Management Agreement ” is defined in the recitals.

65. “ Property Manager ” is defined in the recitals.

66. “ Proration Items ” is defined in Section 4.2.

67. “ Registration Rights Agreement ” is defined in the recitals.

68. “ REIT Indemnified Parties ” is defined in Section 5.2.

69. “ Review Period ” is defined in Section 2.5(a).

70. “ Reviewing Accountant ” is defined in Section 2.5(a).

71. “ Securities Act ” is defined in Section 3.1(l).

72. “ Series D Convertible Units ” is defined in Section 1.

73. “ Series D Designations ” is defined in the recitals.

74. “ Series E Convertible Units ” is defined in Section 1.

75. “ Series E Designations ” is defined in the recitals.

76. “ Special Committee ” is defined in Section 2.4.

77. “ Stanger ” is defined in Section 3.1(z).

78. “ Subsidiary(ies) ” is defined in the recitals.

79. “ Tax ” means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including withholding on amounts paid to or by any Person), whether federal, state, local, foreign or other, together with any interest, penalty, addition to tax or additional amount imposed by any Tax Authority and any liability for any of the foregoing as transferee or successor.

80. “ Tax Authority ” means any Governmental Authority responsible for the imposition of any Tax.

81. “ Tax Matters Persons ” is defined in Section 3.1(m).

82. “ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and any amendment thereof.

83. “ Transaction Documents ” means this Agreement, the Assignment, the Series D Designations, the Series E Designations, the Registration Rights Agreement, the Lock-Up Agreement, the Amended and Restated Investment Agreement, and any agreements or documents prepared or executed pursuant to the transactions contemplated by such agreements, any exhibits or attachments to any of the foregoing and any other agreement signed by the parties that expressly states that it is intended to be a Transaction Document, as the same may be amended from time to time.

84. “ Transactions ” means the transactions contemplated by the Transaction Documents.

85. “ Transferred Assets ” means all material tangible personal property and other material assets reflected in the Financial Statements any all other material, personal property used in the Business, including, without limitation, furniture, fixtures and equipment, and any equipment leases.

86. “ Transferred Intellectual Property ” means (A) all Intellectual Property owned by any of the AH Parties and used in the Business, (B) all licenses of Intellectual Property to which any of the AH Parties is a party that are used in the Business (other than licenses for off-the-shelf computer software that is generally available to the public on commercially reasonable terms) and (C) all Intellectual Property used by AH LLC, the Advisor or the Property Manager in the Business pursuant to formal or informal arrangements with Affiliates.

Exhibit 2.6

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “ Agreement ”) is executed as of June 11, 2013 (the “ Effective Date ”) by and among AMERICAN HOMES 4 RENT, LLC , a Delaware limited liability company (“ AH LLC ”), ALASKA PERMANENT FUND CORPORATION, acting for and on behalf of the funds which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest (together with its permitted successors and assignees, the “ APFC Member ”), AMERICAN HOMES 4 RENT , a Maryland real estate investment trust (the “ Company ”), AMERICAN HOMES 4 RENT, L.P. , a Delaware limited partnership (the “ OP ”), AMERICAN HOMES 4 RENT I, LLC , a Delaware limited liability company (the “ Venture ”), and AMERICAN HOMES 4 RENT TRS, LLC , a Delaware limited liability company and a wholly owned subsidiary of the OP (“ TRS ”). Capitalized terms used but not defined herein shall have the meanings set forth on Exhibit A .

R E C I T A L S :

A. AH LLC currently owns twenty percent (20%) of the membership interests in the Venture, as well as a promoted interest in the Venture (collectively, the “ AH LLC Membership Interests ”).

B. The APFC Member currently owns the remaining eighty percent (80%) of the membership interests in the Venture ( the “APFC Membership Interests ”, and, together with the AH LLC Membership Interests, the “ Membership Interests ”).

C. AH LLC, the OP and the Company have closed the transaction pursuant to that certain Contribution Agreement dated May 28, 2013 between such parties in the form of Exhibit B-1 (the “ Other Contribution Agreement ”) and, as a result, the Company and AH LLC have executed the Amended and Restated Agreement on Investment Opportunities (the “ Investment Agreement Amendment”) in the form attached hereto as Exhibit B-2 , amending that certain Agreement on Investment Opportunities dated November 21, 2012 and providing for the following: (i) precluding AH LLC from providing advisory or property management services to third parties investing in any type of business relating to investment in, ownership of, or rental of single-family homes; (ii) increasing from 20% to 100% the Company’s right to receive promoted interests in any future outside investment vehicles; (iii) upon the 18-month anniversary of the closing of the Other Contribution Agreement, eliminating the 5% acquisition and renovation fee paid to AH LLC and, upon the 15-month anniversary of the closing of the Other Contribution Agreement, providing the Company with the option to internalize the acquisition and renovation activity by offering employment to AH LLC’s acquisition and renovation personnel, which employment would commence upon the 18-month anniversary of the closing of the Other Contribution Agreement; (iv) providing for a monthly payment of $100,000 by AH LLC to American Homes 4 Rent Management Holdings, LLC (the “ Property Manager ”) for maintenance and use of the intellectual property transferred to the OP and/or the Property Manager for 18 months after the closing pursuant to the Other Contribution Agreement; and (v) providing that no acquisition fee will be paid to AH LLC in connection with the acquisition by the OP of the Venture.

D. The Company desires to issue to the OP certain Class A common shares in the Company in return for the issuance to the Company by the OP of certain Class A Units of the OP.

E. At the Closing (as defined below) and immediately prior to the contributions and assignments contemplated by Recitals F and G below, the Venture will convey (or cause each of its applicable subsidiaries to convey) to TRS all of the beneficial right, title and interest of the Venture (or each applicable subsidiary) in and to those properties listed on Exhibit C (the “ Excluded Properties ”).

F. At the Closing, AH LLC will contribute and assign to the OP (in return for Class A Units of the OP) all of AH LLC’s right, title and interest in and to the AH LLC Membership Interests, all as more particularly set forth herein.

G. At the Closing, the APFC Member will contribute and assign to the OP (in return for Class A common shares of the Company acquired by the OP as contemplated by Recital D above) all of the APFC Member’s right, title and interest in and to the APFC Membership Interests, all as more particularly set forth herein.

H. In determining the number of Class A Units of the OP to be issued to AH LLC and the number of Class A common shares of the Company to be issued to the APFC Member, the capitalized value (utilizing a 5.65% capitalization rate) of all 4,778 non-California properties owned by the Venture (or its subsidiaries) as of April 12, 2013 (the “ Properties ”) was utilized (the parties agreeing that such capitalized value as of April 12, 2013 equaled Nine Hundred Four Million, Four Hundred Eighty-Six Thousand, Five Hundred and Forty-Seven Dollars ($904,486,547)), and a unit/share price of Sixteen and 15/100 Dollars ($16.15) per Class A Unit of the OP and per Class A common share of the Company was utilized. The agreed upon value of each of such non-California property is stated on Exhibit D .

I. In connection with the conveyance of the Class A common shares of the Company to the APFC Member as contemplated by Recital G above, the APFC Member and the Company will enter into (i) at Closing, a Registration Rights Agreement substantially in the form of Exhibit E (the “ Registration Rights Agreement ”) and (ii) at the closing of the Company’s initial public offering, a Lock-Up Agreement substantially in the form of Exhibit F (the “ Lock-Up Agreement ”).

J. As a result of the Transactions contemplated above, after the Closing, TRS will own all of the beneficial right, title and interest in and to the Excluded Properties, and the OP will own all of the AH LLC Membership Interests and all of the APFC Membership Interests (comprising all of the ownership interests in the Venture).

K. After the Closing, the parties will make a post-Closing reconciliation so as to reconcile non-real property asset and liability accounts as of April 30, 2013, with the reconciliation to be calculated as of December 31, 2013, all as more particularly set forth below.

L. This Agreement and the Transactions have been duly and unconditionally (other than for the conditions expressly set forth herein) authorized by the special committee of independent members of the board of trustees of the Company (the “ Special Committee ”). In

Contribution Agreement

connection with such approval, the Company has received the opinion of Duff & Phelps, LLC (“ Duff & Phelps ”), to the effect that the consideration payable by the Company and the OP in the Transactions is fair from a financial point of view to the Company.

M. This Agreement and the Transactions have been duly and unconditionally (other than for the conditions expressly set forth herein) authorized by the board of trustees of the APFC Member.

N. This Agreement and the Transactions have been duly and unconditionally (other than for the conditions expressly set forth herein) authorized by the members of AH LLC.

A G R E E M E N T :

1. Issuance of Company Shares to OP . At the Closing, the Company shall issue to the OP 43,609,394 Class A common shares of the Company (the “ Common Shares ”), and in exchange therefor, the OP shall concurrently issue to the Company 43,609,394 Class A Units of the OP.

2. Contributions .

2.1. At the Closing, the Venture will be deemed to have conveyed (or caused each of its applicable subsidiaries to convey) to TRS all of the beneficial right, title and interest of the Venture (or each applicable subsidiary) in and to the Excluded Properties. The Venture will retain legal title to the Excluded Properties until each of the Excluded Properties is sold by TRS, at which time the Venture will deed each such Excluded Property directly to the purchaser thereof.

2.2. At the Closing and immediately after the conveyance of the Venture’s beneficial interests in the Excluded Properties pursuant to Section 2.1 above, AH LLC shall contribute to the OP all of AH LLC’s right, title and interest in and to the AH LLC Membership Interests. In exchange for (a) AH LLC’s agreement to cause the Venture to make the conveyance pursuant to Section 2.1 above and (b) AH LLC’s contribution of the AH LLC Membership Interests to the OP, the OP shall issue to AH LLC 12,395,965 Class A Units of the OP (the “ OP Units ”).

2.3. At the Closing and immediately after the conveyance of the Venture’s beneficial interests in the Excluded Properties pursuant to Section 2.1 above, the APFC Member shall contribute to the OP all of the APFC Member’s right, title and interest in and to the APFC Membership Interests. In exchange for (a) the APFC Member’s agreement to cause the Venture to make the conveyance pursuant to Section 2.1 above and (b) the APFC Member’s contribution of the APFC Membership Interests to the OP, the OP shall convey to the APFC Member the Common Shares.

Contribution Agreement

2.4 TRS hereby accepts the conveyances of the beneficial right, title and interest of the Venture (or each applicable subsidiary) in and to the Excluded Properties and agrees to assume any and all rights, obligations and responsibilities, known or unknown, contingent or current, including, without limitation, any and all liabilities, arising in connection with such conveyances and such beneficial right, title and interest in and to the Excluded Properties.

3. Closing .

3.1. Closing Date and Place . The closing of the Transactions (the “ Closing ”) will take place on the date of this Agreement (the “ Closing Date ”), at the principal offices of the Company located at 22917 Pacific Coast Highway, Suite 300, Malibu, California 90265.

3.2. Closing Actions and Documents . At the Closing, the following events shall occur in the order specified below and the following closing documents shall be delivered by and to the parties specified below:

(a) an Assignment and Assumption of Membership Interests in the form of Exhibit G (the “ AH LLC Membership Assignment ”) shall be executed and delivered by AH LLC and by the OP;

(b) an Assignment and Assumption of Membership Interests, in the form of Exhibit H (the “ APFC Member LLC Membership Assignment ”) shall be executed and delivered by the APFC Member and by the OP;

(c) an affidavit certifying that AH LLC is not a “foreign person” under the Foreign Investment in Real Property Tax Act shall be executed and delivered by AH LLC;

(d) an affidavit certifying that the APFC Member is not a “foreign person” under the Foreign Investment in Real Property Tax Act shall be executed and delivered by the APFC Member;

(e) the Registration Rights Agreement shall be executed and delivered by the APFC Member and the Company;

(f) a certificate executed by the Secretary of AH LLC certifying as of the Closing Date (i) all applicable resolutions, fully and properly executed, evidencing AH LLC’s authorization to execute, deliver and perform this Agreement and the Transaction Documents to which AH LLC is a party; (ii) a true and complete copy of the certificate of formation and operating agreement of AH LLC, and any amendments; and (iii) incumbency matters shall be delivered by AH LLC;

(g) a certificate executed by the Chief Executive Officer, Chief Investment Officer or other authorized signatory of the APFC Member certifying as of the Closing Date (i) all member or other applicable resolutions or delegations, fully and properly executed, evidencing the APFC Member’s

Contribution Agreement

authorization to execute, deliver and perform this Agreement and the Transaction Documents to which the APFC Member is a party; and (ii) incumbency matters shall be delivered by the APFC Member; and

(h) such other documents or items as may be reasonably required to effect the consummation of the Transactions shall be executed and delivered by the respective parties.

At the Closing, (i) AH LLC and the OP shall cause the AH LLC Membership Assignment to be executed and delivered to each other, (b) the APFC Member and the OP shall cause the APFC Member Membership Assignment to be executed and delivered to each other, and (c) the APFC Member and the Company shall cause the Registration Rights Agreement to be executed and delivered to each other.

3.3. Costs . Each party shall directly pay for all legal fees incurred by such party. The Company shall also pay for all costs of the Company and the Special Committee, including, but not limited to, any fees of its advisors Hogan Lovells US LLP, the Wolfson Law Firm, Duff & Phelps, and BDO USA, LLP. Following the Closing, the Venture shall be entitled to use the excess of the Monetary Assets over the Monetary Liabilities (as such terms are defined below) in connection with the initial repair and renovation of the Properties (as defined below) prior to the initial leasing of the Properties following the Venture’s (or its subsidiaries’) acquisition thereof (the “ Initial Renovations ”). All other costs incurred in connection with the transfer of the AH LLC Membership Interests and/or the APFC Membership Interests, and/or the transfer of the beneficial right, title and interest in and to the Excluded Properties, including, but not limited to, any transfer taxes, recording fees, HOA transfer fees and/or registration fees shall be paid by the parties as follows: (i) 50% shall be paid by the Company, and (ii) the remaining 50% shall be paid one half by the APFC Member and one half by AH LLC. The provisions of this Section 3.3 shall survive the Closing.

4. Title Warranty . In anticipation of this Agreement, AH LLC and the APFC Member have entered into a waiver of AH LLC’s obligation to provide title insurance, and an indemnity by AH LLC of certain liabilities associated with warranties of title, in the form of Exhibit I . The beneficial right, title and interest in the Excluded Properties will be conveyed to TRS, and the Properties (other than the Excluded Properties) will indirectly be conveyed, via the assignment of the Membership Interests contemplated herein. The Properties will be conveyed subject to all matters of record or apparent, provided that in no event shall any of the Properties be subject to (a) any Encumbrances except for (i) non-delinquent real property taxes and assessments, which are a lien not yet due and payable, (ii) non-delinquent assessments pursuant to any covenants, conditions and restrictions or (iii) liens imposed by laws, such as carriers’, warehousemen’s and mechanics’ liens, and other similar liens arising in the ordinary course of business which secure payment of obligations arising in the ordinary course of business not more than 60 days past due, (b) any rights of first refusal or first offer, right of redemption or purchase options, (c) zoning laws and ordinances applicable to the Properties which are violated by the existing improvements or present uses thereof or the transfer of the Properties, or (d) covenants, conditions and restrictions on title that prohibit leasing of any of the Properties (provided, however, that the warranty set forth in this Section 4(d) shall not be applicable with respect to any of the Excluded Properties).

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5. Representations and Warranties .

5.1. Representations and Warranties of AH LLC . AH LLC hereby represents, warrants and covenants to each of the Company, the OP, TRS (as applicable) and the APFC Member (with respect to Section 5.1(hh) only) as follows as of the Closing Date, which representations, warranties and covenants shall survive the Closing:

(a) Due Authorization; Approvals . This Agreement has been duly authorized, executed and delivered by AH LLC and constitutes the legal, valid and binding agreement of AH LLC enforceable against AH LLC in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity. The execution and delivery of this Agreement and the Transaction Documents to which AH LLC is a party and the performance by AH LLC of the Transactions have been approved by the members of AH LLC, and no other corporate or other proceedings on the part of AH LLC are necessary to authorize the execution and delivery by AH LLC of this Agreement or the Transactions Documents to which AH LLC is a party or the performance by AH LLC of the Transactions. Upon their execution, the Transaction Documents to which AH LLC is a party will be duly executed and delivered by AH LLC and will constitute valid and binding obligations of AH LLC, enforceable against AH LLC in accordance with their respective terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.

(b) Litigation and Default . (i) None of AH LLC, the Venture or any subsidiary of the Venture has been served with notice of any legal proceeding against any of AH LLC, the Venture or any subsidiary, except as set forth on Schedule 5.1(b) , (ii) to AH LLC’s Knowledge, no legal proceeding has been threatened against AH LLC, the Venture or any subsidiary of the Venture, nor, to AH LLC’s Knowledge, is there any claim or grounds for any claim that might result in any such legal proceeding, (iii) none of AH LLC, the Venture or any subsidiary of the Venture is in material breach of any provisions of any Legal Requirement and (iv) to AH LLC’s Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a material breach of any Legal Requirement on the part of AH LLC, the Venture or any subsidiary of the Venture. There are no outstanding orders, writs, judgments, decrees, injunctions or settlements against AH LLC, the Venture or any subsidiary of the Venture that (i) prohibit or restrict the consummation of the Transactions; or (ii) has, or would reasonably be expected to have, a Material Adverse Effect on the Venture.

(c) Organization and Good Standing of the Venture, its Subsidiaries and AH LLC . Each of the Venture, its subsidiaries and AH LLC (i) is a duly formed limited liability company validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each of the states in which they are required to be qualified, and (ii) has the requisite limited liability company power and authority to (A) carry on its business as now being conducted, except where the failure to be qualified would not reasonably be expected to result in a

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Material Adverse Effect and (B) execute, deliver and perform its obligations under this Agreement, the Transaction Documents and the documents to be executed and delivered by each of the Venture and AH LLC pursuant to this Agreement (to the extent it is a party thereto). None of the Venture, its subsidiaries or AH LLC is in default under any provision of its certificate of formation, operating agreement or other organizational document.

(d) No Conflict; Legal Compliance . (1) Neither the execution, delivery, nor performance of this Agreement by the Venture or AH LLC, nor any action or omission on the part of the Venture, any subsidiary of the Venture or AH LLC required pursuant hereto, nor the consummation of the Transactions will (i) result in a breach or violation of, or constitute a default under, any Legal Requirement; (ii) result in a breach of any term or provision of the organizational documents of the Venture, any subsidiary of the Venture or AH LLC; or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which the Venture, any subsidiary of the Venture or AH LLC is a party or by which any of their respective properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, default or violation that would not reasonably be expected to result in a Material Adverse Effect; and (2) none of the Venture, any subsidiary of the Venture or AH LLC is, or will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.

(e) Insolvency . None of the Venture, any of its subsidiaries or AH LLC has (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally.

(f) Title to Properties . The Venture or each applicable subsidiary of the Venture has good and marketable title to each applicable Property as set forth on Exhibit D hereto, with the exception of those certain properties acquired in connection with foreclosure sales (“ Foreclosure Properties ”) wherein the Venture or its applicable subsidiary acquired the equitable interest in such Foreclosure Properties at the point of sale but is still awaiting judicial or other approval to obtain marketable title thereof.

(g) Ownership of the Membership Interests . AH LLC owns all of the AH LLC Membership Interests without Encumbrance thereon. There are no

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outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire the AH LLC Membership Interests or any other Equity Interests in the Venture or any of its subsidiaries, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such shares or Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation, or similar rights for which the Venture or any of its subsidiaries has any liability. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any Equity Interests of the Venture or any of its subsidiaries. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the members of AH LLC, the Venture or any of their respective subsidiaries may vote. Immediately following the Closing, the OP shall have ownership of the AH LLC Membership Interests, free and clear of all Encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement.

(h) Eminent Domain and Impositions . None of AH LLC, the Venture or any of their respective subsidiaries has been served with any, and to the Knowledge of AH LLC there are no, existing, proposed or contemplated eminent domain proceedings that would affect any of the Properties. There are no delinquent assessments relating to the Properties for public improvements, including, without limitation, those for construction of sewer and water lines and mains, street lights, streets, sidewalks and curbs.

(i) Agreements . The contracts listed on Schedule 5.1(i) attached hereto constitute all of the Contracts (and all material amendments or modifications thereto) that will survive the Closing, except for those matters of record, the Leases, possible leasing restrictions with respect to the Excluded Properties, as provided in Section 5.1(f) with respect to Foreclosure Properties, any management agreements or other contracts disclosed on Schedule 5.1(i) , any agreements and escrow documents in connection with the purchase or sale of single-family homes, and those agreements contemplated under this Agreement. There are no change orders, modifications or amendments to any of the Contracts which have been agreed which have not been reduced to writing as of the Effective Date. Except (A) as provided in subparagraph 5.1(f) above with respect to Foreclosure Properties, (B) for the leases on the Properties (the “Leases” ), (C) any management agreements or other contracts disclosed on Schedule 5.1(i) , and (D) matters of record, possible leasing restrictions with respect to the Excluded Properties, any agreements and escrow documents in connection with the purchase or sale of single-family homes and those agreements contemplated under this Agreement (the “ Purchase Agreements ”), (1) none of AH LLC, the Venture or any of its subsidiaries has entered into any, and to the Knowledge of AH LLC there are no, agreements, contracts, documents, easements, restrictions or covenants specifically related to any of the Properties which constitute a Material Adverse Effect (provided, however, that the Excluded Properties may have

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restrictions relating to the leasing thereof and such restrictions shall not be deemed a breach of this representation), (2) none of AH LLC, the Venture or any of its subsidiaries has entered into any, and to the Knowledge of AH LLC there are no, agreements, contracts, documents, easements, restrictions or covenants relating to, or in any way affecting, the Properties will prevent the Venture or TRS, as applicable, from leasing, operating or disposing of the applicable Property in a commercially reasonable manner (provided, however, that the Excluded Properties may have restrictions relating to the leasing thereof and such restrictions shall not be deemed a breach of this representation), (3) neither the Venture nor AH LLC has entered into any agreement, contract, document, restriction or covenant that could materially and adversely affect the use, rental, operation or enjoyment of any of the Properties, (4) none of the Properties is subject to any restrictions relating to affordability or age restrictions (such as senior housing) and (5) none of the Properties is subject to any agreement, contract, document, restriction or covenant that would be in violation of the provisions of Section 4 above. Without limiting the foregoing, none of the OP, the Company, the Venture, any of its subsidiaries, or TRS will be liable for any amounts payable after the transfer of the AH LLC Membership Interests to the OP under any management or leasing agreement entered into by AH LLC, the Venture or any of the Venture’s subsidiaries prior to the Closing and relating to the Properties, other than those management fees, if any, payable to American Homes 4 Rent Management Holdings, LLC (“ Property Manager ”) accruing under that certain Property Management Agreement dated July 31, 2012 between the Venture and Property Manager (the “ Venture Property Management Agreement ”). There are no agreements or contracts that will be binding on the Venture, TRS or any of their subsidiaries after the Closing, except for those matters of record, the Leases, possible leasing restrictions with respect to the Excluded Properties, any agreements and escrow documents in connection with the purchase or sale of single-family homes, those agreements contemplated under this Agreement and those agreements or contracts listed on Schedule 5.1(i) . True and complete copies of all such agreements and contracts have been made available to the OP and the Company; such agreements and contracts are in full force and effect; and none of the Venture, any of its subsidiaries or AH LLC has received any written notice that it is in default of any of its obligations under any such agreements or contracts beyond any applicable grace period which has not been cured. Except as set forth on Schedule 5.1(i) , no consents or approvals are required under any Contract in order to consummate the Transactions. Other than the Contracts, none of AH LLC, the Venture or any of their respective subsidiaries is a party to any contract, agreement, arrangement or understanding that is necessary for the operations of the Venture or any of the Venture’s subsidiaries.

(j) No Defaults under Agreements; Valid and Binding . None of the Venture, any of its subsidiaries or AH LLC has given to, or received from, any other party to any Contract affecting the Properties (including, without limitation, any of the covenants, conditions, restrictions, right-of-way or easements encumbering any of the Properties) any notice of any uncured material default with respect to any Contract affecting the Properties. To the Knowledge of AH LLC, no other party to any Contract affecting the Properties (including, without

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limitation, any of the covenants, conditions, restrictions, right-of-way or easements encumbering any of the Properties) has given to, or received from, any other party to any such Contract any notice of any uncured material default with respect to any material agreement affecting the Properties. Further, no event has occurred or, to the Knowledge of AH LLC, is threatened, which through the passage of time or the giving of notice, or both, would constitute a default thereunder which would have a Material Adverse Effect. The Contracts are valid and binding and in full force and effect, and have not been amended, modified or supplemented since such time as such agreements were made available to the Company and/or the OP, except for such amendments, modifications and supplements delivered or made available to the Company and/or the OP.

(k) Leases and Purchase Agreements . True and complete copies of all Leases and Purchase Agreements have been made available to the OP and the Company; such Leases and Purchase Agreements are in full force and effect; and none of the Venture, any of its subsidiaries or AH LLC has received any written notice that it is in default of any of its obligations under such Leases or Purchase Agreements beyond any applicable grace period which has not been cured.

(l) No Options to Purchase . There exist no options, rights of first offer, rights of first refusal or any other form of right or option to purchase any of the Properties.

(n) Compliance with Laws . None of the Venture, any of its subsidiaries or AH LLC has received written notice of any material violation of any Laws, which violation remains uncured or which could subject the Venture or any of the Properties to any material fine, Encumbrance or other liability. Each of the Venture, its subsidiaries and AH LLC is not, and has not been, in material default under or in material violation of, nor have the Venture, any of its subsidiaries or AH LLC been charged with any material violation of, any Law, relating to or arising out of the Venture, the operations thereof or the Contracts. The operations of the Venture and its subsidiaries have at all times been operated in all material respects in accordance with applicable Laws and permits.

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(o) Property Addresses . Each listed address of the Properties set forth on Exhibit D is true and correct in all material respects.

(p) Hazardous Materials . No Person has used, generated, manufactured, stored or disposed any Hazardous Substances in, at, on, under or about the Properties or transported any Hazardous Substance to or from the Properties in violation of applicable laws. To AH LLC’s Knowledge, (a) the Properties are not in violation, nor have been or are currently under investigation for violation, of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under or about the Properties, including, but not limited to, soil or groundwater conditions, (b) the Properties have not been subject to, and are not within 2,000 feet of, a deposit of any Hazardous Substance other than facilities normal for residential neighborhoods, (c) there has been no discharge, migration or release of any Hazardous Substance from, into, on, under or about the Properties, and (d) there is not now, nor has there ever been on or in the Properties, underground storage tanks or surface impoundments, any asbestos-containing materials or any polychlorinated biphenyls used in hydraulic oils, electrical transformers or other equipment.

(q) Brokers, Finders and Advisors . None of AH LLC, any of its subsidiaries, the Venture or any of its subsidiaries has entered into any agreement resulting in, or which will result in, the Venture, any of its subsidiaries, the Company or the OP having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or advisory fees or charges of any kind whatsoever.

(r) Foreign Asset Control . None of AH LLC, the Venture or any of its subsidiaries, or any of their respective Affiliates or constituents is a Person that: (i) is, or is controlled by, a Designated Person; (ii) has received funds or other property from a Designated Person; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law. None of the Venture, any of its subsidiaries, AH LLC or any of their other Affiliates or constituents engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Designated Person. The Venture, each of its subsidiaries and AH LLC are in compliance with the Patriot Act. The Venture, each of its subsidiaries and AH LLC have taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that (A) no Person who owns any direct or indirect interest in the Venture, any of its subsidiaries or AH LLC is a Designated Person; and (B) funds invested directly or indirectly in the Venture, any of its subsidiaries and AH LLC are derived from legal sources.

(s) Monetary Liens and Encumbrances . Other than as permitted by Section 4 of this Agreement, there are no taxes, assessments, mortgages, deeds of trust, mechanics’ liens or other monetary liens affecting the Properties.

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(t) Issuance of OP Units.

(1) AH LLC understands that the OP Units being issued hereunder have not been registered under the Securities Act, or under applicable state securities laws (“ Blue Sky Laws ”), in reliance upon exemptions contained in the Securities Act of 1933, as amended (the “ Securities Act ”) and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws.

(2) The OP Units being acquired by AH LLC hereunder are being acquired under this Agreement by AH LLC in good faith solely for its own account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the OP Units shall not be disposed of by AH LLC in contravention of the Securities Act or any applicable Blue Sky Laws.

(3) AH LLC has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the OP Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such OP Units).

(4) AH LLC is personally and directly familiar with business that is conducted and is intended to be conducted by the OP and the Company, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the general partner of the OP and the trustees of the Company concerning the business and financial affairs of the OP and the Company, and the terms and conditions of its acquisition of such OP Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

(5) AH LLC has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and/or financial advisers of the terms, nature and risks of investing in the OP Units at this time, and to consult with them as appropriate about the investment.

(6) AH LLC is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(u) Tax .

(1) The Venture and each of its subsidiaries (the Venture and its subsidiaries being referred to collectively as the “ Tax Matters Persons ” in this Section 5.1(u) ) are and have been since each entity’s

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respective formation treated as a partnership or an entity disregarded as an entity separate from its owner for U.S. federal income tax purposes. None of Venture or any of its subsidiaries has made an election to be treated as an association taxable as a corporation.

(2) Each of the Tax Matter Persons has timely filed or will timely file all federal, state, local and foreign tax returns and reports required to be filed by it with a Governmental Authority (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so). All such tax returns and reports are accurate and complete in all material respects, and the Tax Matter Persons have paid (or had paid on its behalf) all Taxes shown thereon as owing. All Taxes that the Tax Matters Persons are or were required by Law to withhold or collect in connection with amounts owing to any employee, independent contractor, creditor, or other third party have been duly withheld or collected and, to the extent required, have been paid to the appropriate Governmental Authority. No deficiencies for any Taxes have been proposed, asserted or assessed in writing against the Tax Matters Persons, and no requests for waivers of the time to assess any such Taxes are pending.

(3) There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets or Equity Interests of the Tax Matter Persons.

(4) There are no pending or threatened audits, assessments or other actions with respect to Taxes of the Tax Matter Persons, or any matters under discussion with any tax authority with respect to Taxes that are likely to result in an additional liability for Taxes with respect to the Tax Matter Persons.

(v) Subsidiaries . Each (and all) of the Venture’s subsidiaries is listed on Exhibit D and the Properties owned by each such subsidiary is listed on Exhibit D . All references herein to the Venture’s subsidiaries shall be deemed to be references to those subsidiaries listed on Exhibit D .

(w) Financial Statements . Copies of (i) the audited financial statements for the Venture and its subsidiaries (which may be included on a consolidated statement for some or all of the subsidiaries), consisting of the balance sheet of each such entity as at December 31, 2012 and the related statements of income and retained earnings, member equity and cash flows for such year, and (ii) the unaudited financial statements for the Venture and its subsidiaries (which may be included on a consolidated statement for some or all of the subsidiaries), consisting of the balance sheet of each such entity as at March 31, 2013 and the related statements of income and retained earnings, member equity and cash flows for the period then ended (collectively, the “ Financial Statements ”) have been delivered to the Company and the OP. The Financial Statements have been prepared in

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accordance with GAAP applied on a consistent basis throughout the periods involved. The Financial Statements are complete and correct and fairly present, in all material respects, the financial position, results of operations, changes in members’ equity, and cash flows of the Venture and its subsidiaries as of their respective dates and for the respective periods presented, and are consistent with the books and records of the Venture and its subsidiaries (which books and records are complete and correct in all material respects). None of the Venture or any of its subsidiaries has any significant deficiencies in the design or operation of its internal controls which could have a significant impact on the Company’s ability to record, process, summarize and report financial data with respect to the Venture or any such subsidiary. None of AH LLC, the Venture or any of its subsidiaries has identified any fraud, whether or not material, that involves management or other employees of such Person who have a significant role in such Person’s internal controls with respect to the Venture or any of its subsidiaries. Since March 31, 2013, there have been no significant changes in the internal controls of AH LLC, the Venture or any of its subsidiaries relating to the Venture or any of its subsidiaries or in other factors with respect to AH LLC’s, the Venture’s or any of its subsidiaries’ operations that could significantly affect internal controls with respect to the Venture or any of its subsidiaries. December 31, 2012 is referred to herein as the “ Balance Sheet Date .”

(x) Absence of Certain Changes . From the Balance Sheet Date until the Effective Date, each of the Venture, its subsidiaries and AH LLC has operated in the ordinary course of business in all material respects.

(y) Title to Assets . Each of the Venture, its subsidiaries and AH LLC has good, valid and marketable title to all Transferred Assets. All such assets are free and clear of all Encumbrances other than Encumbrances for or in respect of Taxes or governmental levies not yet due and payable (for all of which the Financial Statements contain an adequate reserve as of the respective dates thereof). Each of the Transferred Assets is suitable for the purpose for which it is intended to be used.

(z) Sufficiency of Assets . Immediately following the Closing, the Company will have all of the assets necessary for the Company and the OP to conduct the business and operations of the Venture and its subsidiaries in substantially the same manner as such business and operations are being conducted as of the Effective Date and as such business and operations are proposed to be conducted following the Closing reflected in the assumptions underlying the Projections.

(aa) Loans to Certain Parties . There are no outstanding loans to or other Indebtedness incurred by the Venture or any of its subsidiaries.

(bb) Licenses and Permits . The Venture and its subsidiaries hold all licenses, permits and other regulatory and governmental authorizations (“ Governmental Licenses ”) that are required to be maintained by them in

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connection with the conduct of the operations of the Venture and its subsidiaries, except where the failure to hold any Governmental License would not have a Material Adverse Effect on the Venture or the operations of the Venture and its subsidiaries. Each such Governmental License is valid and in full force and effect in all material respects and will not be invalidated by consummation of the Transactions. AH LLC, the Venture and its subsidiaries have been in compliance in all material respects with all of the terms and requirements of each Governmental License and there are no disputes, oral agreements or forbearance programs in effect as to any Governmental License.

(cc) Insurance .

(1) Schedule 5.1(cc) sets forth a complete and correct list of all insurance policies held by or on behalf of the Venture or any of its subsidiaries and a brief description of such insurance policies. AH LLC has delivered to the Company a complete and correct copy of all such policies together with all riders and amendments thereto entered into prior to the date hereof. All the insurance policies listed on Schedule 5.1(cc) are in full force and effect. All premiums due and payable on the insurance policies listed on Schedule 5.1(cc) have been paid and no notice of cancellation or termination has been received with respect to any such policy. Immediately following the Closing, the Venture and its subsidiaries will have insurance policies substantially similar to the insurance policies listed on Schedule 5.1(cc) and such policies will be in full force and effect (the “ Post-Closing Insurance Policies ”). The insurance policies referred to in this Section 5.1(cc) (including the Post-Closing Insurance Policies) will not terminate by reason of any of the Transactions (assuming payment of any applicable policy premiums arising after the Closing). All premiums due and payable in respect of the insurance policies referred to in this Section 5.1(cc) have been duly and timely paid.

(2) There are no claims pending under any of the insurance policies set forth on Schedule 5.1(cc) as to which coverage has been questioned, denied or disputed by the underwriters of such policies. All premiums due and payable under all of the insurance policies set forth on Schedule 5.1(cc) have been paid, and AH LLC, the Venture and each of its subsidiaries is otherwise in compliance with the terms of such policies.

(dd) Projections and Financial Information Provided to Special Committee . The projections (the “ Projections ”) and other financial information provided to the Special Committee were prepared in good faith using assumptions that AH LLC believes in good faith are reasonable (which assumptions are disclosed therein) and are based on all reasonably available information regarding the current and historic operations, income and expenses of the Venture and its subsidiaries and the operations, income and expenses of the Venture and its subsidiaries as it is proposed to be conducted following the Closing as reflected in

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the assumptions underlying the Projections, it being understood by the Company that (i) such Projections are not a guarantee of the future performance of the Venture and its subsidiaries, or that the Projections will be obtained and (ii) AH LLC shall have no liability and there shall not be a breach of this Section 5.1(dd) based solely on the failure to achieve the Projections.

(ee) Absence of Undisclosed Liabilities . There are no liabilities or obligations relating to the Venture, its subsidiaries or the Transferred Assets of any nature, whether accrued, contingent or otherwise, and, to the Knowledge of AH LLC, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability or obligation, except for liabilities or obligations (i) reflected in the balance sheets of the Venture and its subsidiaries as of March 31, 2013 included in the Financial Statements or (ii) that were incurred since March 31, 2013 in the ordinary course of business and could not reasonably be expected to have a Material Adverse Effect on the Venture or any of its subsidiaries. As of the Closing, the Venture and its subsidiaries will not have any liabilities other than liabilities set forth on the Closing Date Balance Sheet and liabilities set forth on Schedule 5.1(ee) .

(ff) Powers of Attorney . Other than powers of attorney in forms substantially similar to those attached as Exhibit L hereto, there are no outstanding powers of attorney executed on behalf of the Venture or its subsidiaries.

(gg) Information Provided to Duff & Phelps . The information provided to Duff & Phelps by AH LLC or the Venture in connection with the role of Duff & Phelps as the financial advisor to the Special Committee was complete and correct in all material respects, and AH LLC did not fail to provide Duff & Phelps with any material facts known to AH LLC, the Venture or its subsidiaries, the omission of which would render the information provided materially misleading.

(hh) Disclosure Documents Provided to the APFC Member . The written information disclosed to the APFC Member, which shall include the Company’s registration statement on Form S-11, dated June 4, 2013 and shall exclude any amendments to such registration statement after such date (the “ Registration Statement ”) (together with the Registration Statement, the “ Disclosure Documents ”) by or pertaining to AH LLC or the Venture in connection with the Transactions do not, when taken as a whole, contain a misstatement of material fact, nor do they omit to state a material fact necessary to make the statements made therein, in light of the circumstances in which they are made, not misleading.

(ii) Transactions with Related Parties; Employees . There are no outstanding loans, receivables or payables from or to AH LLC, on the one hand, and the Venture or any of its subsidiaries, on the other hand. There is no agreement requiring payments to be made by the Venture or its subsidiaries to any Person on a change of control or otherwise as a result of the consummation of the Transactions. The Venture and its subsidiaries do not have any employees.

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(jj) No Other Business . The Venture’s only business is the ownership of the Properties. The Venture and its subsidiaries have conducted no business other than the ownership of the Properties.

5.2. Representations and Warranties of the APFC Member . The APFC Member hereby represents, warrants and covenants to the Company, the OP and TRS (as applicable) as of the Closing Date, as set forth in this Section 5.2. The representations, warranties and covenants set forth in this Section 5.2 shall survive the Closing to the extent set forth in Section 7.1. Other than for the representations set forth in Sections 5.2(a), (c), (d), (e), (g) and (h), the representations, warranties and covenants set forth in this Section 5.2 assume the accuracy and completeness of the representations and warranties set forth in Section 5.1.

(a) Due Authorization; Approvals . This Agreement has been duly authorized, executed and delivered by the APFC Member and constitutes the legal, valid and binding agreement of the APFC Member enforceable against the APFC Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity. The execution and delivery of this Agreement and the Transaction Documents to which the APFC Member is a party and the performance by the APFC Member of the Transactions have been approved by the trustees of the APFC Member, and no proceedings on the part of the APFC Member are necessary to authorize the execution and delivery by the APFC Member of this Agreement or the Transactions Documents to which the APFC Member is a party or the performance by the APFC Member of the Transactions. Upon their execution, the Transaction Documents to which the APFC Member is a party will be duly executed and delivered by the APFC Member and will constitute valid and binding obligations of the APFC Member, enforceable against the APFC Member in accordance with their respective terms, subject to the limitations set forth herein and to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.

(b) Litigation and Default . (i) The APFC Member has not been served with notice of any legal proceeding against the APFC Member, the Venture or any subsidiary of the Venture that relates to the Venture, this Agreement or the Transactions, (ii) to the APFC Member’s Knowledge, no legal proceeding has been threatened against the APFC Member, the Venture or any subsidiary of the Venture with respect to the Venture, this Agreement or the Transactions, nor, to the APFC Member’s Knowledge, is there any claim or grounds for any claim that might result in any legal proceeding, (iii) the APFC Member is not in material breach of any provisions of any Legal Requirement that could affect the Transactions and (iv) to the APFC Member’s Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a material breach of any Legal Requirement on the part of the APFC Member, the Venture or any subsidiary of the Venture. There are no outstanding orders, writs, judgments, decrees, injunctions or settlements against the APFC Member that (i) prohibit or restrict the consummation of the Transactions; or (ii) has, or would reasonably be expected to constitute a Material Adverse Effect on the Venture.

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(c) Organization and Good Standing of the APFC Member . The APFC Member has the requisite power and authority to (A) carry on its business as now being conducted, except where the failure to be qualified would not reasonably be expected to result in a Material Adverse Effect and (B) execute, deliver and perform its obligations under this Agreement, the Transaction Documents and the documents to be executed and delivered by it pursuant to this Agreement (to the extent it is a party thereto). The APFC Member is not in default under any provision of the statutes governing its creation or existence, or under its bylaws or other organizational documents.

(d) No Conflict; Legal Compliance . Assuming the consent of AH LLC to the assignment of the Membership Interests in the Venture pursuant to the limited liability company agreement thereof, (1) neither the execution, delivery, nor performance of this Agreement by the APFC Member, nor any action or omission on the part of the APFC Member required pursuant hereto, nor the consummation of the Transactions will (i) result in a breach or violation of, or constitute a default under, any Legal Requirement, (ii) result in a breach of the bylaws of the APFC Member, or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument, indenture, lease or other material document to which the APFC Member is a party or by which any of its properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture, lease, or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration, default or violation that would not reasonably be expected to result in a Material Adverse Effect; and (2) the APFC Member is not, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.

(e) Ownership of the Membership Interests . The APFC Member owns all of the APFC Membership Interests without Encumbrance thereon. There are no outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any of the APFC Membership Interests, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such APFC Membership Interests. There are no voting trusts, proxies or other agreements or understandings to which the APFC Member is party with respect to the voting of any Equity Interests of the Venture or any of its subsidiaries. Immediately following the Closing, and assuming the consent of AH LLC to the transfer of the APFC Membership Interests, the OP shall have ownership of the APFC Membership Interests, free and clear of all Encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement.

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(f) Brokers, Finders and Advisors . The APFC Member has not entered into any agreement resulting in the Venture, any of its subsidiaries, the Company or the OP having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or advisory fees or charges of any kind whatsoever.

(g) Foreign Asset Control . Neither the APFC Member nor, to the APFC Member’s Knowledge, any of its Affiliates is a Person that: (i) is, or is controlled by, a Designated Person; (ii) has received funds or other property from a Designated Person; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law. Neither the APFC Member nor any of its Affiliates engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Designated Person. The APFC Member is in compliance with the Patriot Act. The APFC Member has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that (A) no Person who owns any direct or indirect interest in the APFC Member is a Designated Person; and (B) funds invested directly or indirectly in the APFC Member are derived from legal sources.

(h) Issuance and/or Conveyance of Common Shares .

(1) The APFC Member understands that the Common Shares being issued and/or conveyed to the APFC Member hereunder have not been registered under the Securities Act, or under applicable Blue Sky Laws, in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such Common Shares subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws, and that the certificates representing such Common Shares, if any, shall bear a legend noting such restrictions as described in Section 18 hereof. Without limiting the foregoing, the APFC Member understands that the Common Shares will not be able to be sold or otherwise transferred by the APFC Member pursuant to the terms of the Lock-Up Agreement.

(2) The Common Shares being acquired by the APFC Member hereunder are being acquired under this Agreement by the APFC Member in good faith solely for its own account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the Common Shares shall not be disposed of by the APFC Member in contravention of the Securities Act or any applicable Blue Sky Laws.

(3) The APFC Member has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Common Shares, and it understands and

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is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such Common Shares).

(4) Subject to the accuracy of the representations and warranties of AH LLC in Section 5.1(hh) and of the Company in Section 5.3(i), the APFC Member is personally and directly familiar with business that is conducted and is intended to be conducted by the OP and the Company, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the general partner of the OP and the trustees of the Company concerning the business and financial affairs of the OP and the Company, and the terms and conditions of its acquisition of such Common Shares, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

(5) The APFC Member has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and/or financial advisers of the terms, nature and risks of investing in the Common Shares at this time, and to consult with them as appropriate about the investment.

(6) The APFC Member is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(i) Transactions with Related Parties . There are no outstanding loans, receivables or payables from or to the APFC Member, on the one hand, and the Venture or any of its subsidiaries, on the other hand.

5.3. Representations, Warranties and Agreements of the Company, the OP and TRS . Each of the Company, the OP and TRS hereby represents and warrants to AH LLC (except with respect to Section 5.3(i)) and the APFC Member as follows, as of the Closing Date:

(a) Due Authorization . This Agreement has been duly authorized, executed and delivered by the Company, the OP and TRS and constitutes the legal, valid and binding agreement of the Company, the OP and TRS enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity. This Agreement and the Transactions have been duly and unconditionally (other than for the conditions expressly set forth herein) authorized by the Special Committee. In connection with such approval, the Company has received the opinion of Duff & Phelps, LLC, to the effect that the Transactions are fair, from a financial point of view to the Company.

(b) Organization and Good Standing of the Company, the OP and TRS . Each of the Company, the OP and TRS (i) is duly formed, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in each of the states in which it is required to be qualified, and (ii) has the

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requisite corporate or other entity power and authority to (A) carry on its business as now being conducted, except where the failure to be qualified would not reasonably be expected to result in a Material Adverse Effect and (B) execute, deliver and perform its obligations under this Agreement and the documents to be executed and delivered by it pursuant to this Agreement (to the extent it is a party thereto).

(c) No Conflict; Legal Compliance . (1) Neither the execution, delivery, nor performance of this Agreement by the Company, the OP or TRS, nor any action or omission on the part of the Company, the OP or TRS required pursuant hereto, nor the consummation of the Transactions will (i) result in a breach or violation of, or constitute a default under, any Legal Requirement; (ii) result in a breach of any term or provision of the charter documents of the Company, the OP or TRS or result in the breach of any term or provision thereof; or (iii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument, indenture, lease or other material document to which the Company, the OP or TRS is a party or by which any of the properties of the Company, the OP or TRS is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture, lease, or other material document or under any Legal Requirement, except, in the case of (i) or (iii), for such breaches, cancellations, terminations, acceleration or violation that would not reasonably be expected to result in a Material Adverse Effect; and (2) neither the Company nor the OP is, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement which has not already been given or obtained (except as provided for in this Agreement), except for such failure to give notice or obtain consent which would not reasonably be expected to result in a Material Adverse Effect.

(d) Insolvency . None of the Company, the OP or TRS has (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally.

(e) Brokers and Finders . None of the Company, the OP or TRS has entered into any agreement resulting in any of the Company, the OP or TRS having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions by the Company, the OP or TRS for any brokerage or finder fees or charges of any kind whatsoever.

(f) Foreign Asset Control . None of the Company, the OP or TRS nor any of their respective Affiliates or constituents is a Person that: (i) is, or is

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controlled by, a Designated Person; (ii) has received funds or other property from a Designated Person; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law. None of the Company, the OP or TRS, nor any of their Affiliates or constituents, engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Designated Person. The Company, the OP and TRS are in compliance with the Patriot Act. The Company, the OP and TRS have taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that (A) no Person who owns any direct or indirect interest in the Company, the OP or TRS is a Designated Person; and (B) funds invested directly or indirectly in the Company, the OP or TRS are derived from legal sources.

(g) Title to OP Units . Upon AH LLC’s transfer of the AH LLC Membership Interests to the OP, and delivery by the OP to AH LLC of the certificates or other evidence for the OP Units which AH LLC is acquiring under this Agreement, (i) the OP Units to be issued at the Closing will be duly authorized and validly issued, and holders of OP Units will have no obligation to make any further payments for the purchase of the OP Units or contributions to the OP solely by reason of their ownership of OP Units, and (ii) AH LLC will acquire the OP Units free and clear of all Encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement.

(h) Title to Common Shares . Upon the APFC Member’s transfer of the APFC Membership Interests to the OP, and delivery by the OP to the APFC Member of the certificates for the Common Shares, if any, which the APFC Member is acquiring under this Agreement, (i) the Common Shares to be conveyed at the Closing will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, and (ii) the APFC Member will acquire the Common Shares free and clear of all Encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement.

(i) Registration Statement Provided to the APFC Member . The Registration Statement did not contain a misstatement of material fact, nor did it omit to state a material fact necessary to make the statements made therein, in light of the circumstances in which they are made, not misleading.

6. Covenants .

6.1. Prorations . All monthly rents and other monthly income from the Properties, real estate, Contracts and personal property Taxes, and other recurring operating expenses of the Venture, its subsidiaries and/or the Properties (collectively, the “ Proration Items ”) shall be prorated on the basis of actual days elapsed as of 11:59 p.m. on April 30, 2013 (notwithstanding that the Closing will occur after such date):

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post-closing adjustment forty-five (45) days after the Closing, and shall be the subject to a final post-closing adjustment on December 31, 2013 (based upon the best information available at such time and using April 30, 2013 as the date of proration). Once all applicable amounts have been ascertained, but in no event later than December 31, 2013, AH LLC shall prepare and deliver a final statement of prorations to the Company, the OP and the APFC Member. Notwithstanding that prorations are generally to be performed using April 30, 2013 as the date of proration, the following provisions of this Section 6.1 shall be applicable in determining such prorations.

(b) Lease Rentals; Security Deposits . All non-delinquent rents, charges and revenue of any kind relating to the Properties shall be prorated as of April 30, 2013. No proration will be made with respect to any delinquent rents not received as of the Closing. All delinquent rents as of the Closing received by the Company or the OP after the Closing, will be applied (i) first, to current rent and other amounts then due and payable under the applicable Lease, (ii) then to delinquent rent due for periods after the month of the Closing, (iii) then to delinquent rent due for periods prior to April 30, 2013, and (iv) then to delinquent rent due for the period after April 30, 2013 and prior to the month of the Closing (with such amounts being paid to AH LLC and the APFC Member). In addition, if AH LLC holds any security deposits under the Leases, then AH LLC shall transfer to the account of the Venture or the applicable subsidiary any security deposits for which the Venture or its applicable subsidiaries is liable under the Leases (to the extent such security deposits have not been applied against delinquent rents).

(c) Operating Expenses . All insurance premiums, utility bills, management fees (including, without limitation, pursuant to the Venture Property Management Agreement) and other recurring monthly operating expenses (including, without limitation, homeowners association assessments, dues and fees) that are not paid by tenants under Leases directly shall be prorated as of April 30, 2013.

(d) Net Asset Adjustment . On December 31, 2013, the parties shall determine the amount of Monetary Assets and Monetary Liabilities (both of which terms are defined below).

“ Monetary Assets ” shall mean the sum of

(i) the cash of the Venture and its subsidiaries as of April 30, 2013;

(ii) the net amount received by the Venture and/or any of its subsidiaries in connection with the sale of the Venture’s and/or its subsidiaries’ California properties after April 30, 2013 (which net amount the parties agree is equal to $11,266,001.28);

(iii) the net amount received by the Venture and/or any of its subsidiaries in connection with the sale by the Venture and/or its subsidiaries, after

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April 30, 2013 and prior to December 31, 2013, of any of the Excluded Properties, minus the stated value of such Excluded Properties as set forth on Exhibit C (if such net amount is a negative number, then such net amount shall be deducted in determining Monetary Assets);

(iv) the net of the amount of cash paid by the Venture and/or any of its subsidiaries to acquire additional properties after April 12, 2013 and on or before April 30, 2013, which amount is set forth on Exhibit J , less the amount of cash received by the Venture and/or any of its subsidiaries in connection with the sale of any of the Properties (excluding therefrom any Foreclosure Properties) after April 12, 2013 and on or before April 30, 2013, which amount is set forth on Exhibit J (if such net amount is a negative number, then such net amount shall be deducted in determining Monetary Assets);

(v) the net amount of any cash received by the Venture and/or any of its subsidiaries, after April 30, 2013 and on or before December 31, 2013, in connection with the return of the purchase price paid by the Venture and/or any of its subsidiaries for any Foreclosure Property owned by the Venture or any of its subsidiaries as of April 30, 2013, minus the sum of (A) the stated value of such Foreclosure Property as set forth on Exhibit D plus (B) the stated value of any Foreclosure Property which was included in the Properties as of April 12, 2013 and for which, after April 12, 2013 and on or before April 30, 2013, the Venture and/or any of its subsidiaries received cash in connection with the return of the purchase price paid by the Venture and/or any of its subsidiaries for such Foreclosure Property (if such net amount is a negative number, then such net amount shall be deducted in determining Monetary Assets);

(vi) the receivables held by the Venture and its subsidiaries as of April 30, 2013 (except for those receivables which are otherwise to be prorated as set forth above in this Section 6.1); and

(vii) the deposits made by the Venture and its subsidiaries and held in escrow accounts as of April 30, 2013.

“ Monetary Liabilities ” shall mean the sum of:

(i) the amount of the payables and accrued liabilities of the Venture and its subsidiaries as of April 30, 2013, except for those payables and liabilities which are otherwise to be prorated as set forth above in this Section 6.1;

(ii) the amount paid by the Venture and/or its subsidiaries after April 30, 2013 and on or prior to December 31, 2013 to clear any liens or other Encumbrances that existed when the Properties were acquired through the foreclosure process; and

(iii) the amount paid by the Venture and/or its subsidiaries after April 30, 2013 and on or before December 31, 2013 for Initial Renovations pursuant to Section 3.3 plus, if all of the Initial Renovations have not been completed as of December 31, 2013, an estimate (as agreed upon between AH LLC and the OP) of the costs remaining to complete all of the Initial Renovations.

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If, as of December 31, 2013, the Monetary Assets are greater than the Monetary Liabilities, then such difference shall be distributed equally (50/50) between AH LLC and the APFC Member. If, as of December 31, 2013, the Monetary Liabilities are greater than the Monetary Assets, then AH LLC shall pay the Venture such difference. An example of the calculation of the foregoing amounts is set forth on Exhibit K .

(e) Proration Payments . If the statement of prorations prepared by AH LLC and submitted to the APFC Member, the Company and the OP reflects a payment to the Company or the OP, AH LLC shall pay such amount to the Company and the OP within ten (10) days after delivery of the statement of prorations. If such statement of prorations reflects a payment to AH LLC and the APFC Member, the OP shall pay such amount to AH LLC and the APFC Member within ten (10) days after delivery of the statement of prorations (with such amount to be shared equally by AH LLC and the APFC Member).

6.2. Litigation Support . In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) this Transaction or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Venture or any of its subsidiaries, each of the other parties will reasonably cooperate with such party and its counsel (at the expense of the requesting party) in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided, however, that the contesting or defending party shall reimburse the other party for its reasonable costs and expenses (including its internal costs for the personnel providing such assistance).

6.3. Cooperation on Post-Closing Tax Matters .

(a) Each of the parties shall cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the preparation and filing of any Tax Return and any audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s reasonable request) the provision of records and information which are reasonably relevant to any such audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties agree (i) to retain all books and records with respect to Tax matters pertinent to the Venture and its subsidiaries relating to any Pre-Closing Tax Period, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the other party so requests, to allow such party to take possession of such books and records.

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(b) For all U.S. federal, state and local income Tax purposes and other Tax purposes where permitted, the contribution of the Tax Matters Persons shall be treated as the contribution of the assets of the Tax Matters Persons subject to the liabilities of the Tax Matters Persons. To the extent allowed by Law, the APFC Member, AH LLC and the Company shall file all U.S. federal, state and local Tax Returns in a manner consistent with such treatment.

6.4. Board Representation . Upon request of the APFC Member, the Company will permit the APFC Member to designate one (1) additional member to the Company’s board of trustees, subject to the Company’s approval, which approval shall not unreasonably be withheld, conditioned or delayed. If, one (1) year after the Closing, an initial public offering of the Company’s Class A common shares has not been completed and the Company’s Class A common shares are not otherwise publicly traded on a national securities exchange, the size of the Company’s board of trustees will be revised so as to permit the APFC Member to designate thirty percent (30%) of the members of the Company’s board of trustees (until such time as the Company’s Class A common shares are capable of being publicly traded).

6.5. Lock-Up Agreement . At or immediately prior to the closing of the Company’s initial public offering, the APFC Member and the Company shall enter into the Lock-Up Agreement.

7. Indemnification and Claims .

7.1. Survival of Representations, Warranties, Covenants and Agreements . The representations and warranties of the parties contained in this Agreement will survive until twenty-four (24) months after the Closing Date; provided that (i) the representations and warranties contained in Section 5.1(n) (Compliance with Laws), Section 5.1(q) (Brokers, Finders and Advisors), Section 5.1(u) (Tax), Section 5.1(f) (Title to Properties), Section 5.1(y) (Title to Assets), Section 5.2(f) (Brokers, Finders and Advisors), and Section 5.3(e) (Brokers and Finders) shall survive until the later of twenty-four (24) months after the Closing Date or thirty (30) days after the expiration of the applicable statute of limitations with respect to the matters addressed in such sections, and (ii) the representations and warranties contained in Section 5.1(a) (Due Authorization; Approvals), Section 5.1(c) (Organization and Good Standing of the Venture, its subsidiaries and AH LLC), Section 5.1(g) (Ownership of the Membership Interests), Section 5.2(a) (Due Authorization; Approvals), Section 5.2(c) (Organization and Good Standing of the APFC Member), Section 5.2(e) (Ownership of the Membership Interests), Section 5.3(a) (Due Authorization), Section 5.3(b) (Organization and Good Standing of the Company, the OP and TRS), Section 5.3(g) (Title to OP Units), and Section 5.3(h) (Title to Common Shares) shall survive indefinitely with respect to the matters addressed in such sections. Notwithstanding the foregoing, a claim reasonably described in written notice given in good faith in accordance with this Article 7 in respect of a representation or warranty on or prior to the date on which the representation or warranty ceases to survive shall not thereafter be barred by the expiration of the survival period, and may be pursued thereafter without regard to such expiration. Except as otherwise expressly provided in this Agreement, each covenant or agreement set forth in this Agreement shall survive without limit.

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7.2. Indemnification by AH LLC . AH LLC shall indemnify and hold harmless the Company, the OP, the Venture and its subsidiaries, the APFC Member and their respective successors and the respective shareholders, members, managers, partners, officers, directors, trustees, employees and agents of each such indemnified Person from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Indemnified Party to the extent arising out of, resulting from, based upon or relating to (i) any breach, as of the Closing Date of any representation or warranty made by AH LLC in this Agreement or in any of the Transaction Documents; provided , that for purposes of this Section 7.2 , any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or applicable to such representation or warranty; (ii) any failure by AH LLC duly and timely to perform or fulfill any of the covenants or agreements required to be performed by AH LLC under this Agreement or any of the Transaction Documents; (iii) any act, omission or state of affairs for which AH LLC would be liable to the Company, the OP, the Venture or its subsidiaries or the APFC Member or would be required to provide indemnity to the Company or the OP under the Company’s declaration of trust in effect on the date hereof, to the extent such act, omission or state of affairs preceded the Closing; and (iv) any claim arising out of, resulting from, based upon or related to the APFC Member’s reliance upon the accuracy and completeness of AH LLC’s representations and warranties in Section 5.1 to make the APFC Member’s representations and warranties in Section 5.2. Notwithstanding anything in this Agreement to the contrary, AH LLC shall indemnify and hold harmless the Company, the OP, the Venture and its subsidiaries, and their respective successors and the respective shareholders, members, managers, partners, officers, directors, trustees, employees and agents of each such indemnified Person from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Indemnified Party to the extent arising out of, resulting from, based upon or relating to any claim against any such Person under Section 7.4(i) related to the representations and warranties contained in Section 5.3(c) (No Conflict; Legal Compliance), Section 5.3(e) (Brokers and Finders) and Section 5.3(f) (Foreign Asset Control).

7.3. Indemnification by the APFC Member . The APFC Member shall indemnify and hold harmless the Company, the OP, the Venture and its subsidiaries, AH LLC and their respective successors (and the respective shareholders, members, partners, officers, directors, trustees, managers, employees and agents of each such indemnified Person) (each a “ Company/AH LLC Indemnified Party ”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Indemnified Party to the extent arising out of, resulting from, based upon or relating to (i) any breach as of the Closing Date of any representation or warranty made by the APFC Member in this Agreement or in any of the Transaction Documents; provided , that for purposes of this Section 7.3 , any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or applicable to such representation or warranty; or (ii) any failure by the APFC Member duly and timely to perform or fulfill any of the covenants or agreements required to be performed by the APFC Member under this Agreement or any of the Transaction Documents. Any indemnification by the APFC Member under this Agreement is subject to a specific appropriation of funds for that purpose by the Legislature of the State of Alaska. The parties to this Agreement recognize and agree, however, that (i) the APFC Member has no appropriation currently available to it to indemnify Advisor under this Agreement; (ii) enactment of an appropriation in the future to fund a payment under

Contribution Agreement

any indemnification provision remains in the sole discretion of the Legislature; and (iii) the Legislature’s failure to make such an appropriation creates no further liability of the APFC Member. Notwithstanding the foregoing, (x) the APFC Member shall use commercially reasonable efforts to obtain approval from the Legislature of the State of Alaska of sufficient funds to pay any indemnification claims of the Company/AH LLC Indemnified Parties under this Section 7.3, and (y) the Company/AH LLC Indemnified Parties shall be entitled to bring claims against the APFC Member for breaches of this Agreement, and such claims (other than claims for indemnification) shall not be subject to the limitations set forth in the preceding sentence.

7.4. Indemnification by the Company . The Company shall indemnify and hold harmless AH LLC, the APFC Member and their respective successors (and their respective shareholders, members, officers, directors, trustees, managers, employees and agents) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Indemnified Party to the extent arising out of, resulting from, based upon or relating to (i) any breach as of the Closing Date of any representation or warranty made by the Company or the OP in this Agreement or in any of the Transaction Documents; provided , that for purposes of this Section 7.4 , any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or applicable to such representation or warranty; and (ii) any failure by the Company or the OP to perform or fulfill any of their respective covenants or agreements required to be performed by the Company or the OP under this Agreement or any of the Transaction Documents. The Company shall indemnify and hold harmless the APFC Member and its respective successors (and their respective shareholders, members, officers, directors, trustees, managers, employees and agents) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any such Indemnified Party to the extent arising out of, resulting from, based upon or relating to any claim brought against any such Person in connection with the Company’s initial public offering.

7.5. Limitations . The maximum aggregate liability of AH LLC under Section 7.2 shall not exceed $904.5 million. The maximum aggregate liability of the APFC Member under Section 7.3 shall not exceed $704.7 million. The maximum aggregate liability of the Company under Section 7.4 shall not exceed $904.5 million.

7.6. Indemnification Procedures . All claims for indemnification by any Indemnified Party under this Article 7 shall be asserted and resolved as follows:

(a) If an Indemnified Party intends to seek indemnification under this Article 7, it shall promptly notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and the basis therefor (including a good faith estimate of the amount of Losses to the extent practicable) and provide the Indemnifying Party with all relevant information that is material to the claim or that the Indemnifying Party may reasonably request. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby.

Contribution Agreement

(b) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may, within thirty (30) days after receipt of such notice and information, and upon notice to the Indemnified Party, at the sole cost and expense of the Indemnifying Party assume the settlement or defense thereof, with counsel reasonably satisfactory to the Indemnified Party; provided , that the Indemnified Party may participate in such settlement or defense through counsel chosen by it at the sole cost and expense of the Indemnified Party. If the Indemnifying Party assumes the settlement or defense of such claim and the Indemnified Party determines reasonably and in good faith that representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 7.6(b), the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided , that to the extent that such settlement requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 7.6(b), the Indemnified Party shall (A) not pay or settle any such claim without the Indemnifying Party’s consent, such consent not to be unreasonably withheld or delayed; and (B) cooperate fully with the Indemnifying Party and its counsel in the settlement and defense of such claim. If the Indemnifying Party is not entitled to join in or assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of the assumption of the defense of such claim within the thirty (30)-day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. Except as otherwise expressly provided in this Section 7.6, the failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any defense costs required to be paid by the Indemnifying Party on behalf of the Indemnified Party shall be paid as incurred, promptly against delivery of reasonably detailed invoices therefor.

7.7. Character of Indemnity Payments . The parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the consideration paid by the Company, unless otherwise required by Law (including by a determination of a Tax Authority that, under applicable Law, is not subject to further review or appeal).

7.8. Exclusive Remedy . Except for claims based on fraud, willful misconduct, criminal activity or claims for equitable relief, and except as set forth in clause (y)

Contribution Agreement

of Section 7.3, following the Closing, the rights of the parties for indemnification relating to breaches of this Agreement shall be limited to those contained in this Article 7 and such indemnification rights shall be the exclusive remedies of the parties with respect to breaches of this Agreement.

7.9. Subrogation/Insurance . If an Indemnified Party recovers Losses from an Indemnifying Party, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such recovered Losses, subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy. With respect to any rights of any Indemnifying Party against a third party to which an Indemnified Party is entitled pursuant to the preceding sentence, such Indemnified Party shall use commercially reasonable efforts to preserve any rights that such Indemnifying Parties may have to make claims against third parties (including under applicable insurance policies) and the Indemnified Parties and the Indemnifying Parties shall cooperate with and assist the other in issuing notices of claims to such third parties, presenting claims for payment and collecting proceeds related thereto. Notwithstanding anything in this Agreement to the contrary, the amount of any Losses of any Person under this Article 7 shall be net of the amount, if any, received by the Indemnified Party (after deducting all costs and expenses associated with recovering such amount) from any third party (including any insurance company or other insurance provider).

8. Notices . All notices, demands and requests hereunder shall be in writing and shall be deemed to have been properly given if (a) hand delivered; (b) sent by reputable overnight courier service; or (c) sent by United States registered or certified mail, postage prepaid, addressed to the parties at the respective addresses set forth below, or at such other address as any of the parties may from time to time designate by written notice given as herein required. Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. All such notices shall be addressed as follows:


If to the Company:		American Homes 4 Rent
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: Lead Independent Trustee

With a cc to:		Hogan Lovells US LLP
		555 Thirteenth Street, NW
		Washington, DC 20004
		Attention: James E. Showen

If to the OP:		American Homes 4 Rent, L.P.
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: Lead Independent Trustee

Contribution Agreement


With a cc to:		Hogan Lovells US LLP
		555 Thirteenth Street, NW
		Washington, DC 20004
		Attention: James E. Showen

If to TRS:		American Homes 4 Rent TRS, LLC
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: General Counsel

If to the APFC Member:		The APFC Member Permanent Fund Corporation
		801 West 10 ^th Street, Suite 302
		Juneau, Alaska 99801
		Attention: Robert Valer, Esq.

With a cc to:		Davis Wright Tremaine LLP
		Attn: Donald E. Percival
		1201 Third Avenue, Suite 2200
		Seattle, Washington 98101

And a cc to:		Michael McHargue
		CS Capital Management, Inc.
		6100 Center Drive – Suite 1175
		Los Angeles, CA 90045

If to AH LLC:		American Homes 4 Rent, LLC
		22917 Pacific Coast Highway, Suite 300
		Malibu, California 90265
		Attention: President

9. Entire Agreement; Amendments . This Agreement (together with any exhibits and schedules) contains or will contain the entire agreement among the parties with respect to the Transactions, and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments and understandings between the parties. This Agreement may be amended, changed, terminated or modified only by agreement in writing signed by all of the parties.

Contribution Agreement

12. Governing Law . This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Maryland, without regard to conflicts of law principles.

13. Counterparts . This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original and all of which, collectively, shall constitute one agreement.

14. Construction of Agreement . No party, or its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against any party.

15. No Waiver . A waiver by either party hereto of a breach of any of the covenants or agreements in this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.

16. Severability . In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law.

17. Headings . The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. All references in this Agreement to sections and exhibits are to sections and exhibits of this Agreement, unless otherwise indicated.

18. Legends . All certificates representing the Common Shares to be issued and/or conveyed at the Closing shall bear a legend in substantially the following form:

Contribution Agreement

PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”

[SIGNATURE PAGES FOLLOW]

Contribution Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


Company:	AMERICAN HOMES 4 RENT,
	a Maryland real estate investment trust

	By:	/s/ Matthew J. Hart
		Name: Matthew J. Hart
		Title: Chairman of the Special Committee of the Board of Trustees

OP:	AMERICAN HOMES 4 RENT, L.P.
	a Delaware limited partnership

	By:	American Homes 4 Rent, a Maryland real estate investment trust, its General Partner

		By:	/s/ Matthew J. Hart
			Name: Matthew J. Hart
			Title: Chairman of the Special Committee of the Board of Trustees

Venture	AMERICAN HOMES 4 RENT I, LLC,
	a Delaware limited liability company

	By:	/s/ David Singelyn
		Name: David Singelyn
		Title: Manager of American Homes 4 Rent, LLC, as Manager of the Venture

The APFC Member:	ALASKA PERMANENT FUND CORPORATION, acting on behalf of the funds over which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest

	By:	/s/ Valerie Mertz
		Name: Valerie Mertz
		Title: Chief Financial Officer

[Signature Page to Contribution Agreement]


AH LLC:	AMERICAN HOMES 4 RENT, LLC,
	a Delaware limited liability company

	By:	/s/ David Singelyn
		Name: David Singelyn
		Title: Manager

TRS:	AMERICAN HOMES 4 RENT TRS, LLC, a Delaware limited liability company

	By:	/s/ Sara Vogt-Lowell
		Name: Sara Vogt-Lowell
		Title: Sr. Vice President

[Signature Page to Contribution Agreement]

LIST OF EXHIBITS


Exhibit A		Definitions

Exhibit B-1		Other Contribution Agreement

Exhibit B-2		Amended and Restated Agreement on Investment Opportunities

Exhibit C		Excluded Properties

Exhibit D		List of Subsidiaries, Properties Owned and Valuations

Exhibit E		Registration Rights Agreement

Exhibit F		Lock-Up Agreement

Exhibit G		AH LLC Assignment Agreement

Exhibit H		APFC Member Assignment Agreement

Exhibit I		Title Indemnity Agreement

Exhibit J		Cash Paid and Received for April 12 – 30 Properties

Exhibit K		Example of Reconciliation

Exhibit L		Forms of Powers of Attorney

LIST OF SCHEDULES


Schedule 5.1(b)		Legal Proceedings

Schedule 5.1(i)		Contracts

Schedule 5.1(cc)		Insurance

Schedule 5.1(ee)		Liabilities

EXHIBIT A

DEFINITIONS

1. “ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise

3. “ Contracts ” means all of the contracts (and all amendments or modifications thereto) to which the Venture or any subsidiary thereof is a party.

4. “ Designated Person ” means any Person who (a) is named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and/or any other similar lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control pursuant to authorizing statute, executive order or regulation; (b) (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Executive Order or any related legislation or any other similar executive order(s), or (ii) engages in any dealings or transactions prohibited by Section 2 of the Executive Order or is otherwise associated with any such Person in any manner who violates of Section 2 of the Executive Order; or (c) (i) is an agency of the government of a country; (ii) is an organization controlled by a country; or (iii) is a Person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or as otherwise published from time to time, as such program may be applicable to such agency, organization or Person.

5. “ Encumbrances ” means any and all liens, charges, security interests, mortgages, pledges, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements, or other adverse claims or restrictions on title or transfer of any nature whatsoever.

6. “ Equity Interests ” means (i) with respect to a corporation, as determined under the laws of the jurisdiction of organization of such entity, shares of capital stock (whether common, preferred or treasury); (ii) with respect to a partnership, limited liability company, limited liability partnership or similar Person, as determined under the laws of the jurisdiction of organization of such entity, units, interests, or other partnership or limited liability company interests; or (iii) any other equity ownership.

7. “ Executive Order ” means Executive Order No. 13224 on Terrorist Financings:—Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on 23rd September, 2001, as amended by Order No. 132684, as so amended.

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8. “ GAAP ” means United States generally accepted accounting principles.

9. “ Governmental Authority(ies) ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

10. “ Hazardous Substances ” means collectively, but only as such items are defined as of the Effective Date, (i) those substances included within the definitions of or identified as solid wastes, special wastes, hazardous chemicals, hazardous waste, hazardous substances, hazardous materials, toxic substances or similar terms in or pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.) (“ CERCLA ”), Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901, et seq.) (“ RCRA ”), the Occupational, Safety and Health Act of 1970 (29 U.S.C. § 651, et seq.) (“ OSHA ”), the Hazardous Materials and Transportation Act (49 U.S.C. § 1801, et seq.) (“ HMTA ”), Clean Water Act, 33 U.S.C. § 1321, et seq., or Clean Air Act (42 U.S.C. § 7401, et seq.), all as amended prior to the Effective Date, and all regulations promulgated pursuant to such laws prior to the Effective Date, (ii) those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto enacted prior to the Effective Date) or by the EPA as hazardous substances (40 CFR Part 302 and amendments thereto), (iii) any material, waste or substance which is or contains petroleum or petroleum related products, including, without limitation, crude oil or any fraction thereof, natural gas, synthetic gas usable for fuel or any mixture thereof, asbestos or asbestos containing materials, polychlorinated biphenyls, flammable explosives, radioactive materials or (iv) such other substances, materials and wastes, which are, as of the Effective Date, regulated or classified as a hazardous, toxic, solid or a special waste, under any federal, state, county, municipal or other local environmental laws now in effect.

11. “ Indebtedness ” means, as to any Person, (i) all obligations of such Person for borrowed money (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured); (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business; (iv) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency; (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person; (vi) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases; (vii) all indebtedness secured by any lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person; and (viii) all guarantees by such Person of the Indebtedness of any other Person.

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12. “ Indemnified Party ” means any Person claiming indemnification under any provision of Article 7.

13. “ Indemnifying Party ” means any Person against whom a claim for indemnification is being asserted under any provision of Article 7.

14. “ Knowledge ” means (i) with respect to AH LLC, the actual knowledge after reasonable investigation of B. Wayne Hughes, David Singelyn, Jack Corrigan, Peter Nelson and David Goldberg, (ii) with respect to the APFC Member, the actual knowledge after reasonable investigation of Michael Burns, Jay Willoughby and Robert Valer, and (iii) with respect to the Company, the actual knowledge after reasonable investigation of B. Wayne Hughes, David Singelyn, Jack Corrigan, Peter Nelson and David Goldberg.

15. “ Law(s) ” means all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, decrees, policies, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Authority.

16. “ Legal Requirement(s) ” means any and all judicial decisions, orders, injunctions, writs, statutes, laws, rulings, rules, regulations, permits, certificates, or ordinances of any Governmental Authority.

17. “ Losses ” means any and all damages, fines, fees, penalties, liabilities, losses and costs and expenses (including interest, court costs and fees, and reasonable costs of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment); provided, that Losses shall not include any indirect, special or punitive damages (other than punitive damages asserted in a claim by a third party) or incidental or consequential damages.

18. “ Material Adverse Effect ” means any circumstance, event, change or effect that, individually or in the aggregate: (A) is, or would reasonably be expected to be, material and adverse to the condition (financial or otherwise), results of operations, business, assets or liabilities of the Person in question (on a collective basis), it being agreed that any financial adverse effect in excess of $15 million shall be a Material Adverse Effect, or (B) would materially impair the ability of the Person in question to perform its duties and obligations under this Agreement or to consummate the Transactions; provided, however, that Material Adverse Effect shall not be deemed to include the impact of (1) changes or conditions (including, without limitation, changes in economic, financial market, credit market, regulatory or political conditions) affecting the United States or state economies, or the ownership and operation of

A-3

residential properties, and which do not have a materially disproportionate impact on the Person in question, as compared to similarly situated Persons engaged in activities substantially similar to such Person, or (2) actions or omissions of the Person in question taken with the express prior written consent of the other parties to this Agreement in contemplation of the Transactions.

19. “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act).

20. “ Person(s) ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

21. “ Tax ” means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including withholding on amounts paid to or by any Person), whether federal, state, local, foreign or other, together with any interest, penalty, addition to tax or additional amount imposed by any Tax Authority and any liability for any of the foregoing as transferee or successor.

22. “ Tax Authority ” means any Governmental Authority responsible for the imposition of any Tax.

23. “ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and any amendment thereof.

24. “ Transaction Documents ” means this Agreement, Registration Rights Agreement, the Lock-Up Agreement, the AH LLC Assignment Agreement, the APFC Member Assignment Agreement, the Title Indemnity Agreement, and any agreements or documents prepared or executed pursuant to the transactions contemplated by such agreements, any exhibits or attachments to any of the foregoing and any other agreement signed by the parties that expressly states that it is intended to be a Transaction Document, as the same may be amended from time to time.

25. “ Transactions ” means the transactions contemplated by the Transaction Documents.

26. “ Transferred Assets ” means all material tangible personal property and other material assets reflected in the Financial Statements any all other material, personal property used in the Venture’s operations, including, without limitation, furniture, fixtures and equipment, and any equipment leases.

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Exhibit 3.1

AMERICAN HOMES 4 RENT

ARTICLES OF AMENDMENT AND RESTATMENT OF DECLARATION OF TRUST

American Homes 4 Rent, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST : The Trust desires to amend and restate its declaration of trust as currently in effect and as hereinafter amended.

SECOND : The amendment to and restatement of the declaration of trust of the Trust as herein set forth has been duly approved and advised by the Board of Trustees by majority vote thereof and approved by the holders of shares of beneficial interest of the Trust as required by law and the declaration of trust of the Trust as currently in effect. The following provisions are all the provisions of the declaration of trust of the Trust as hereby amended and restated (this “Declaration of Trust”):

ARTICLE I

FORMATION

The Trust is a real estate investment trust within the meaning of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (“Title 8”) and was formed on October 19, 2012.

ARTICLE II

NAME

The name of the Trust is American Homes 4 Rent.

ARTICLE III

PURPOSE

The purposes for which the Trust is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a REIT (as hereinafter defined) under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which trusts may be organized under the general laws of the State of Maryland as now or hereafter in force. For purposes of the Declaration of Trust, “REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

ARTICLE IV

PRINCIPAL OFFICE IN MARYLAND AND RESIDENT AGENT

The address of the principal office of the Trust in the State of Maryland is c/o National Registered Agents, Inc. of MD, 836 Park Avenue, 2 ^nd Floor, Baltimore, Maryland 21201. The name and address of the resident agent of the Trust in the State of Maryland are National Registered Agents, Inc. of MD, whose address is 836 Park Avenue, 2 ^nd Floor, Baltimore, Maryland 21201. The resident agent is a Maryland corporation.

ARTICLE V

PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE TRUST AND OF THE SHAREHOLDERS AND TRUSTEES

Section 5.1 Number of Trustees.

The business and affairs of the Trust shall be managed under the direction of the board of trustees of the Trust (the “Board of Trustees”). The number of trustees of the Trust shall initially be two, which number may be increased or decreased only by the Board of Trustees pursuant to the Bylaws of the Trust (the “Bylaws”); provided, however, that the total number of Trustees shall be at least two. The Trustees shall hold office initially for a term expiring at the annual meeting of shareholders in 2013, with the Trustees to hold office until their successors are duly elected and qualify. At the annual meeting of the shareholders in 2013, and each annual meeting thereafter, the successors to the Trustees shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the first year following the year of their election and until their successors are duly elected and qualify. The names of the Trustees who shall serve until the annual meeting of shareholders in 2013 at which time they will come up for re-election (as provided herein) and until their successors are elected and qualify are:

John Corrigan

B. Wayne Hughes

David P. Singelyn

The trustees may increase the number of trustees and may fill any vacancy, whether resulting from an increase in the number of trustees or otherwise, on the Board of Trustees in the manner provided in the Bylaws; provided , however, that the shareholders shall have the right to fill any vacancy that results from the removal of a trustee at a duly called and held Special Election Meeting (as defined in Article XV of the Bylaws).

Notwithstanding the foregoing, the Trust elects, at such time as it becomes eligible to make the election provided for under Section 3-804(c) of the Maryland General Corporation Law, or any successor statute, that, except as may be provided by the Board of Trustees in setting the terms of any class or series of Preferred Shares (as defined in Section 6.1), any and all

vacancies on the Board of Trustees may be filled only by the affirmative vote of a majority of the remaining trustees in office, even if the remaining trustees do not constitute a quorum, and any trustee elected to fill a vacancy shall serve for the remainder of the full term of the trusteeship in which such vacancy occurred and until his or her successor is duly elected and qualifies.

Section 5.2 Annual Shareholder Meetings

There shall be an annual meeting of shareholders, to be held on proper notice at such time (after the delivery of the annual report) and convenient location as shall be determined by or in the manner prescribed in the Bylaws, for the election of the Trustees and for the transaction of any other business within the powers of the Trust.

Section 5.3 Extraordinary Actions.

Except as specifically provided in Section 5.9 (relating to removal of trustees) and in the last sentence of Article VIII, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Trustees and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 5.4 Authorization by Board of Share Issuance.

The Board of Trustees may authorize the issuance from time to time of shares of the Trust of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of any class or series, whether now or hereafter authorized, for such consideration as the Board of Trustees may deem advisable (or without consideration in the case of a share split or share dividend), subject to such restrictions or limitations, if any, as may be set forth in the Declaration of Trust or the Bylaws.

Section 5.5 Preemptive Rights and Appraisal Rights.

Except as may be provided by the Board of Trustees in setting the terms of classified or reclassified shares pursuant to Section 6.5, or as may otherwise be provided by contract, no shareholder shall, as such holder, (a) have any preemptive right to purchase or subscribe for any additional shares of the Trust or any other security of the Trust which it may issue or sell or (b) except as expressly required by Title 8, have any right to require the Trust to pay him the fair value of his shares in an appraisal or similar proceeding.

Section 5.6 Indemnification.

(a) The Trust shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding without requiring a preliminary determination of the ultimate entitlement to indemnification to, (i) any individual who is a present or former trustee or officer of the Trust or (ii) any

individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any of the foregoing capacities. The Trust shall have the power, with the approval of the Board of Trustees, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Trust in any of the capacities described in (i) or (ii) above and to any employee or agent of the Trust or a predecessor of the Trust.

(b) The Trust may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any person described in the preceding paragraph against any liability which may be asserted against such person.

(c) The indemnification provided herein shall not be deemed to limit the right of the Trust to indemnify any other person for any such expenses to the maximum extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Trust may be entitled under any agreement, vote of shareholders or disinterested trustees, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 5.7 Determinations by Board.

The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Trustees consistent with the Declaration of Trust, shall be final and conclusive and shall be binding upon the Trust and every holder of shares: the amount of the net income of the Trust for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its shares or the payment of other distributions on its shares; the amount of paid-in surplus, net assets, other surplus, annual or other net profit, cash flow, funds from operations, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of shares of the Trust; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Trust or of any shares of the Trust; the number of shares of any class or series of the Trust; any matter relating to the acquisition, holding and disposition of any assets by the Trust; or any other matter relating to the business and affairs of the Trust or required or permitted by applicable law, the Declaration of Trust or Bylaws or otherwise to be determined by the Board of Trustees.

Section 5.8 REIT Qualification.

The Board of Trustees, without any action by the shareholders of the Trust, shall have the authority to cause the Trust to elect to qualify for federal income tax treatment as a REIT. Following such election, if the Board of Trustees determines that it is no longer in the best interests of the Trust to continue to be qualified as a REIT, the Board of Trustees, without any action by the shareholders of the Trust, may revoke or otherwise terminate the Trust’s REIT election pursuant to Section 856(g) of the Code. In addition, the Board of Trustees, without any action by the shareholders of the Trust, shall have and may exercise, on behalf of the Trust, without limitation, the power to determine that compliance with any restriction or limitation on share ownership and transfers set forth in Article VII of the Declaration of Trust is no longer required in order for the Trust to qualify as a REIT.

Section 5.9 Removal of Trustees.

Subject to the rights of holders of one or more classes or series of Preferred Shares to elect or remove one or more trustees, any trustee, or the entire Board of Trustees, may be removed from office at any time, but only for cause, and then only by the affirmative vote of holders of shares entitled to cast at least two-thirds of all the votes entitled to be cast generally in the election of trustees. For the purpose of this paragraph, “cause” shall mean, with respect to any particular trustee, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such trustee caused demonstrable, material harm to the Trust through bad faith or active and deliberate dishonesty; provided, however, that a trustee may be removed with or without cause at a duly called and held Special Election Meeting (as defined in Article XV of the Bylaws), and then only by the affirmative vote of holders of Common Shares entitled to cast at least two-thirds of all votes entitled to be cast generally in the election of trustees.

Section 5.10 Advisor Agreements.

The Board of Trustees may authorize the execution and performance by the Trust of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other organization whereby, subject to the supervision and control of the Board of Trustees, any such other person, corporation, association, company, trust, partnership (limited or general) or other organization shall render or make available to the Trust managerial, investment, advisory and/or related services, office space and other services and facilities (including, if deemed advisable by the Board of Trustees, the management or supervision of the investments of the Trust) upon such terms and conditions as may be provided in such agreement or agreements (including, if deemed fair and equitable by the Board of Trustees, the compensation payable thereunder by the Trust).

Section 5.11 Certain Actions Requiring Less Than Unanimous Consent of Shareholders.

The holders of Common Shares entitled to vote generally in the election of trustees may take action by written consent in lieu of a meeting to (i) waive or defer the requirement to hold a Special Election Meeting in accordance with Article XV of the Bylaws and Section 3 of the Registration Rights Agreement to be entered into by the Trust and FBR Capital Markets &

Co. on the closing date of the issuance of Common Shares pursuant to the initial offering and placement transaction between the Trust and FBR Capital Markets & Co. (the “Registration Rights Agreement”) or (ii) amend the Special Election Meeting provisions set forth in Article XV of the Bylaws. Such action will be deemed taken if the shareholders entitled to cast not less than the minimum number of votes specified in the Bylaws for the approval of such action deliver their consent in writing or by electronic transmission.

ARTICLE VI

SHARES

Section 6.1 Authorized Shares.

The Trust has authority to issue 500,000,000 common shares of beneficial interest, consisting of 450,000,000 Class A common shares of beneficial interest, $0.01 par value per share (“Class A Shares”), 50,000,000 Class B common shares of beneficial interest, $0.01 par value per share (“Class B Shares” and together with the Class A Shares, “Common Shares”), and 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”). The aggregate par value of all authorized shares having par value is $6,000,000. If shares of one class are classified or reclassified into shares of another class pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of all classes that the Trust has authority to issue shall not be more than the total number of shares set forth in the first sentence of this paragraph. The Board of Trustees, with the approval of a majority of the entire Board of Trustees, and without any action by the shareholders of the Trust, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series that the Trust has authority to issue.

Section 6.2 Class A Shares.

The following is a description of the Class A Shares of the Trust.

Section 6.2.1 Voting Rights . Subject to the provisions of Section 6.3.4 and of Article VII, each Class A Share shall entitle the holder thereof to one vote on each matter upon which holders of Class A Shares are entitled to vote. Except as expressly provided in this Article VI, Class A Shares and Class B Shares shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters. The Class A Shares and Class B Shares shall vote together as a single class. Notwithstanding the foregoing, in no event shall the holders of all Class A Shares beneficially owned by B. Wayne Hughes or HF Investments 2010, LLC, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (such holders, the “Hughes Holders”), collectively vote more than eighteen percent (18%) of the total votes entitled to be cast by holders of Class A Shares on any particular matter. To the extent that the Class A Shares held by the Hughes Holders would, absent the application of the previous sentence, provide more than eighteen percent (18%) of the

total votes entitled to be cast by holders of Class A Shares on a matter, the number of votes attributable to such excess will be disregarded for purposes of determining the number of votes entitled to be cast by holders of Class A Shares. In the event that Hughes Holders cast votes representing more than eighteen percent (18%) of the total votes entitled to be cast by holders of Class A Shares on a particular matter, such eighteen percent (18%) shall be voted proportionally to the total Class A Share votes cast by Hughes Holders.

Section 6.2.2 Dividends . Subject to the provisions of law, dividends, including dividends payable in shares of another class of the Trust’s shares, may be paid on the Common Shares of the Trust at such time and in such amounts as the Board of Trustees may deem advisable and the holders of the Common Shares shall share ratably in any such dividends, in proportion to the number of shares of Common Shares held by them respectively, on a share for share basis. Prior to the time set forth in the definition of Restriction Termination Date, the Board of Trustees shall use commercially reasonable efforts to declare and pay such dividends and distributions as shall be necessary for the Trust to qualify as a REIT under the Code.

Section 6.2.3 Reclassification of Unissued Shares . The Board of Trustees may reclassify any unissued Class A Shares from time to time in one or more classes or series of shares.

Section 6.2.4 Liquidation Rights . In the event of any liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, the holders of the Common Shares shall be entitled, after payment or provision for payment of the debts and other liabilities of the Trust and the amount to which the holders of any class of shares at any time classified or reclassified having a preference on distributions in the liquidation, dissolution or winding up of the Trust are entitled, together with the holders of any other class or series of shares hereafter classified or reclassified not having a preference on distributions in the liquidation, dissolution or winding up of the Trust, to share ratably in the remaining net assets of the Trust.

Section 6.3 Class B Shares

The following is a description of the Class B Shares of the Trust.

Section 6.3.1 Definitions . For the purpose of this Section 6.3.1, the following terms shall have the following meanings:

Affiliate . The term “Affiliate” shall mean, with respect to any Person, (i) any Person directly or indirectly controlling or controlled by or under common control with such Person, (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (iv) any officer, director, general partner or trustee of such Person or any Person referred to in clauses (i), (ii), and (iii) above. For the purposes of this definition, “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Controlled Entity . The term “Controlled Entity” means, as to any Person, (a) any corporation more than twenty five percent (25%) of the outstanding voting stock of which is owned by such Person and such Person’s Family Members and Affiliates, (b) any trust, whether or not revocable, of which such Person and such Person’s Family Members and Affiliates are the sole initial income beneficiaries, (c) any partnership of which such Person or such Person’s Family Members and Affiliates are the managing partners and in which such Person, such Person’s Family Members and Affiliates hold partnership interests representing at least twenty-five percent (25%) of such partnership’s capital and profits and (d) any limited liability company of which such Person or such Person’s Family Members and Affiliates are the managers and in which such Person, such Person’s Family Members and Affiliates hold membership interests representing at least twenty-five percent (25%) of such limited liability company’s capital and profits.

Family Member . The term “Family Member” means, as to any Person that is an individual, such Person’s spouse, ancestors (whether by blood or by adoption or step-ancestors by marriage), descendants (whether by blood or by adoption or step-descendants by marriage), brothers and sisters, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and descendants (whether by blood or by adoption or step-descendants by marriage) of a brother or sister and any limited liability company or inter vivos or testamentary trusts (whether revocable or irrevocable) of which only such Person, his or her spouse, ancestors (whether by blood or by adoption or step-ancestors by marriage), descendants (whether by blood or by adoption or step-descendants by marriage), brothers and sisters, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and descendants (whether by blood or by adoption or step-descendants by marriage) of a brother or sister are initial income beneficiaries.

OP Unit . The term “OP Unit” shall mean “Partnership Unit” as set forth in the Partnership Agreement.

Operating Partnership . The term “Operating Partnership” shall mean American Homes 4 Rent, L.P., a Delaware limited partnership.

Partnership Agreement . The term “Partnership Agreement” shall mean the Agreement of Limited Partnership of the Operating Partnership, as amended from time to time.

Person . The term “Person” shall mean an individual or a corporation, partnership (general or limited), trust, estate, custodian, nominee, unincorporated organization, association, limited liability company or any other individual or entity in its own or any representative capacity.

Qualified Transferee . The term “Qualified Transferee” shall mean (a) a Family Member of a Person, (b) an Affiliate of a Person or (c) a Controlled Entity of such Person. None of the Trust, the Operating Partnership, or the Charitable Trustee shall be a Qualified Trustee.

Transfer . The term “Transfer” shall mean any sale, assignment, bequest, conveyance, devise, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation, whether voluntary or involuntary or by operation of law, of any OP Unit or Class B Share in a single transaction or series of transactions. The term “Transfer” shall include the exercise of the redemption rights afforded to holders of OP Units under the Partnership Agreement. In the event that any OP Units or Class B Share are Transferred to a Qualified Transferee described in clause (b) or (c) of the definition of such term, and such Transferee thereafter ceases to be a Qualified Transferee of the Transferor, then a Transfer of such any OP Units or Class B Share shall be deemed to occur at such time as such Transferee ceases to be a Qualified Transferee. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Section 6.3.2 Dividend Rights . Subject to the preferences applicable to any series of Preferred Shares, if any, outstanding at any time, the holders of Class B Shares shall be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of the Trust as may be authorized by the Board of Trustees and declared by the Trust from time to time with respect to the Class A Shares out of assets or funds of the Trust legally available therefor.

Section 6.3.3 Voting Rights . Subject to the provisions of Article VII and except as may otherwise be specified in the Declaration of Trust, each Class B Share shall entitle the holder thereof to fifty (50) votes on each matter on which holders of Class A Shares are entitled to vote, except that holders of Class B Shares will not be entitled to vote on any matter requiring Partnership Approval pursuant to and as defined in the Partnership Agreement.

Section 6.3.4 Voting Limitation . The Class B Shares and Class A Shares shall vote together as a single class. Notwithstanding the foregoing, in no event shall the Hughes Holders (as defined in Section 6.2.1 hereof) collectively vote more than thirty percent (30%) of the total votes entitled to be cast on any particular matter. To the extent that the Class A Shares and the Class B Shares held by the Hughes Holders would, absent the application of the previous sentence, provide more than thirty percent (30%) of the total votes entitled to be cast on a matter, the number of votes attributable to such excess will be disregarded for purposes of determining the number of votes entitled to be cast. In the event that Hughes Holders cast votes representing more than thirty percent (30%) of the total votes entitled to be cast on a particular matter, such thirty percent (30%) shall be voted proportionally to the total votes cast by Hughes Holders.

Section 6.3.5 Reclassification of Unissued Shares . The Board of Trustees may reclassify any unissued Class B Shares from time to time in one or more classes or series of shares.

Section 6.3.6 Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Trust, each holder of Class B Shares shall be entitled (after payment or provision for payment of the debts and other liabilities of the Trust and to holders of shares of any class of shares hereafter classified or reclassified having a preference over Class B Shares as to distributions in the liquidation, dissolution or winding up of the Trust) to share ratably in the remaining net assets of the Trust, together with the holders of shares of any other class of shares hereafter classified or reclassified not having a preference over Class B Shares as to distributions in the liquidation, dissolution or winding up of the Trust.

Section 6.3.7 Equal Status . Except as expressly provided in this Article VI, Class A Shares and Class B Shares shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters.

Section 6.3.8 Conversion .

(a) In the event a holder of Class B Shares Transfers OP Units held by such Person other than to a Qualified Transferee, then, to the extent such holder has a sufficient number of Class B Shares, one Class B Share held by such holder shall, upon such Transfer, automatically convert into one Class A Share for every 49 OP Units Transferred by such Person (rounding up to the nearest 49).

(b) If a Qualified Transferee of OP Units (the “first Qualified Transferee”) Transfers OP Units (the “subject OP Units”) held by the first Qualified Transferee other than to the initial holder of the subject OP Units (the “initial Transferor”) or to another Qualified Transferee of the initial Transferor, one Class B Share held by the first Qualified Transferee shall, upon such Transfer, automatically convert into one Class A Share for every 49 OP Units Transferred by such Person (rounding up to the nearest 49). If the first Qualified Transferee does not hold a sufficient number of Class B Shares to be converted into Class A Shares in accordance with the preceding sentence, then a number of Class B Shares equal to such deficiency held by the initial Transferor (or, if the initial Transferor does not hold sufficient Class B Shares, (i) one or more Qualified Transferees of the initial Transferor to which the initial Transferor has Transferred Class B Shares or (ii) one or more Qualified Transferees of the Qualified Transferees referred to in subclause (i) above) shall automatically convert into one Class A Share for every 49 OP Units Transferred by such Person (rounding up to the nearest 49).

Section 6.3.9 Transfers . Immediately prior to any Transfer of Class B Shares other than to a Qualified Transferee, Class B Shares subject to Transfer shall automatically convert into an equal number of Class A Shares.

Section 6.4 Preferred Shares.

The Board of Trustees may classify any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to time, into one or more classes or series of shares by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such Preferred Shares.

Section 6.5 Classified or Reclassified Shares.

Prior to issuance of classified or reclassified shares of any class or series, the Board of Trustees by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of shares of the Trust; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of shares of the Trust outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions (including, without limitation, restrictions on ownership and transfer), limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Trust to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of shares set or changed pursuant to clause (c) of this Section 6.5 may be made dependent upon facts or events ascertainable outside the Declaration of Trust (including determinations by the Board of Trustees or other facts or events within the control of the Trust) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of shares is clearly and expressly set forth in the articles supplementary or other Declaration of Trust document.

Section 6.6 Declaration of Trust and Bylaws.

The rights of all shareholders and the terms of all shares are subject to the provisions of the Declaration of Trust and the Bylaws.

ARTICLE VII

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1 Definitions.

In addition to the terms defined elsewhere in the Declaration of Trust, for the purpose of this Article VII, the following terms shall have the following meanings:

Beneficial Ownership . The term “Beneficial Ownership” shall mean ownership of Equity Shares by a Person, whether the interest in Equity Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

Benefit Plan Investor . The term “Benefit Plan Investor” shall mean any holder of Equity Shares that is (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), that it is subject to the provisions of Title I of ERISA; (ii) a plan as defined in Section 4975(e) of the Code that is subject to that section (any such employee benefit plan or “plan” described in clause (i) or this clause (ii) being referred to herein as a “Plan”); (iii) an entity whose underlying assets include (or are deemed to include under ERISA or Section 4975 of the Code) assets of a Plan by reason of such Plan’s investment in such entity; or (iv) any other entity that otherwise constitutes a benefit plan investor within the meaning of the Plan Asset Regulations.

Business Day . The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

Charitable Beneficiary . The term “Charitable Beneficiary” shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 7.3.7, provided that each such organization must be described in Sections 501(c)(3), 170(b)(1)(A) and 170(c)(2) of the Code.

Charitable Trust . The term “Charitable Trust” shall mean any trust provided for in Section 7.2.1(b)(i) and Section 7.3.1.

Charitable Trustee . The term “Charitable Trustee” shall mean the Person unaffiliated with the Trust and a Prohibited Owner, that is appointed by the Trust to serve as trustee of the Charitable Trust.

Code . The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

Controlling Person . The term “Controlling Person” shall mean a Person who has discretionary authority or control with respect to the assets of the Trust or who provides investment advice for a fee (direct or indirect) with respect to such assets, and any affiliate of such Person.

Designated Investment Entity . The term “Designated Investment Entity” shall mean either (i) a pension trust that qualifies for look-through treatment under Section 856(h) of the Code, (ii) an entity that qualifies as a regulated investment company under Section 851 of the Code, or (iii) a Qualified Investment Manager; provided that each beneficial owner of such entity, or in the case of a Qualified Investment Manager holding Equity Shares solely for the benefit of its customers, each such customer, would satisfy the Ownership Limit if such beneficial owner owned directly its proportionate share of the Equity Shares that are held by such Designated Investment Entity

Designated Investment Entity Limit . The term “Designated Investment Entity Limit” shall mean, with respect to the Common Shares, 9.9% (in value or number of shares, whichever is more restrictive) of the outstanding Common Shares of the Trust.

ERISA . The term “ERISA” shall have the meaning specified in the definition of “Benefit Plan Investor.”

Equity Shares . The term “Equity Shares” shall mean all classes or series of shares of the Trust, including, without limitation, Common Shares and Preferred Shares.

Excepted Holder . The term “Excepted Holder” shall mean B. Wayne Hughes, Tamara Hughes Gustavson, B. Wayne Hughes Jr., each of their respective spouses, children (and their respective spouses), and grandchildren (and their respective spouses) (such individuals being

referred to as “Hughes Family Members”), any Person who is or would be a Beneficial Owner of Common Shares as a result of the Beneficial Ownership of Common Shares by any Hughes Family Member, B.W. Hughes Living Trust, B. Wayne Hughes 5-04 Annuity Trust, B. Wayne Hughes 6-04 Annuity Trust, B. Wayne Hughes 9-05 Annuity Trust, American Commercial Equities, LLC, and American Commercial Equities Two, LLC, and any Person whose Beneficial Ownership of Common Shares would cause a Hughes Family Member to be considered the Beneficial Owner of such Common Shares (Excepted Holder status shall apply to Persons in this final category solely to the extent of the deemed Beneficial Ownership held by such Hughes Family Members) (collectively, the “ Excepted Holders ”).

Excepted Holder Limit . The term “Excepted Holder Limit” shall mean as follows:

(1) With respect to Common Shares, no Excepted Holder shall be permitted to Beneficially Own Common Shares to the extent that, as a result of such Beneficial Ownership;

(A) any single Excepted Holder who is considered an individual for purposes of Section 542(a)(2) of the Code or any other Person that is considered an individual would be considered to Beneficially Own more than 17.9% of the outstanding Common Shares;

(B) any two Excepted Holders who are considered individuals for purposes of Section 542(a)(2) of the Code or any other Person that is considered an individual would be considered to Beneficially Own more than 25.9% of the outstanding Common Shares;

(C) any three Excepted Holders who are considered individuals for purposes of Section 542(a)(2) of the Code or any other Person that is considered an individual would be considered to Beneficially Own more than 33.9% of the outstanding Common Shares;

(D) any four Excepted Holders who are considered individuals for purposes of Section 542(a)(2) of the Code or any other Person that is considered an individual would be considered to Beneficially Own more than 41.9% of the outstanding Common Shares; or

(E) any five Excepted Holders who are considered individuals for purposes of Section 542(a)(2) of the Code or any other Person that is considered an individual would be considered to Beneficially Own more than 49.9% of the outstanding Common Shares.

(2) In applying this definition, the percentages of ownership of Common Shares shall be based on the number or value of the Common Shares, whichever is more restrictive, as determined for purposes of Section 542(a)(2) and Section 856(a) of the Code.

Initial Date . The term “Initial Date” means the earlier of (i) the closing date of the issuance of Common Shares pursuant to the initial offering and placement transaction between the Trust and FBR Capital Markets & Co. or (ii) such other date as determined by the Board of Trustees in its sole and absolute discretion

Insignificant Participation Exception . The term “Insignificant Participation Exception” shall mean the exception to the Plan Asset Regulations which provides that a Benefit Plan Investor’s assets will not include any of the underlying assets of an entity in which it invests if at all times less than 25% of the value of each class of equity interests in the entity is held by Benefit Plan Investors, disregarding equity interests held by Controlling Persons (other than Controlling Persons which are Benefit Plan Investors).

Market Price . The term “Market Price” on any date shall mean, with respect to any class or series of outstanding Equity Shares, the Closing Price for such Equity Shares on such date. The “Closing Price” on any date shall mean the last sale price for such Equity Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Equity Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if such Equity Shares are not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Equity Shares are listed or admitted to trading or, if such Equity Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Equity Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Equity Shares selected by the Board of Trustees or, in the event that no trading price is available for such Equity Shares, the fair market value of the Equity Shares, as determined in good faith by the Board of Trustees.

Non-Transfer Event . The term “Non-Transfer Event” shall mean any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Equity Shares and any redemption of any Equity Shares.

NYSE . The term “NYSE” shall mean The New York Stock Exchange.

One Hundred Shareholders Date . The term “One Hundred Shareholders Date” shall mean the first date on which Equity Shares are beneficially owned by 100 or more Persons within the meaning of Section 856(a)(5) of the Code without regard to Section 856(h)(2) of the Code.

Ownership Limit . The term “Ownership Limit” shall mean (i) with respect to the Common Shares, 8.0% (in value or number of shares, whichever is more restrictive) of the outstanding Common Shares; and (ii) with respect to any class or series of Preferred Shares, 9.9% (in value or number of shares, whichever is more restrictive) of the outstanding shares of such class or series of Preferred Shares.

Person . The term “Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

Plan . The term “Plan” shall have the meaning specified in the definition of “Benefit Plan Investor.”

Plan Asset Regulations . The term “Plan Asset Regulations” shall mean Section 2510.3-101 of the regulations of the Department of Labor, as modified by Section 3(42) of ERISA, or any successor regulations thereto.

Prohibited Owner . The term “Prohibited Owner” shall mean, with respect to any purported Transfer or Non-Transfer Event, any Person who, but for the provisions of Section 7.2.1, would Beneficially Own Equity Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of Equity Shares that the Prohibited Owner would have so owned.

Publicly-Offered Securities . The term “Publicly-Offered Securities” shall have the meaning provided in Section 2510.3-101(b)(2) of the Plan Asset Regulations, or any successor regulation thereto.

Qualified Investment Manager . The term “Qualified Investment Manager” shall mean an entity (i) who for compensation engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing, or selling securities; (ii) who purchases securities in the ordinary course of its business and not with the purpose or effect of changing or influencing control of the Trust, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) under the Exchange Act; and (iii) who has or shares voting power and investment power within the meaning of Rule 13d-3(a) under the Exchange Act. A Qualified Investment Manager shall be deemed to beneficially own all Common Shares beneficially owned by each of its affiliates, after application of the beneficial ownership rules under Section 13(d)(3) of the Exchange Act, provided such affiliate meets the requirements set forth in the preceding clause (ii).

REIT . The term “REIT” shall mean a real estate investment trust within the meaning of Section 856 through 859 of the Code.

Restriction Termination Date . The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Trustees determines that it is no longer in the best interests of the Trust to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership and Transfers of Equity Shares set forth herein is no longer required in order for the Trust to qualify as a REIT.

Transfer . The term “Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or any agreement to take any such actions or cause any such events, of Equity Shares or the right to vote or receive dividends or distributions on Equity Shares, including (a) a change in the capital structure of the Trust, (b) a change in the relationship

between two or more Persons which causes a change in ownership of Equity Shares by application of Section 544 of the Code, as modified by Section 856(h) of the Code, (c) the granting or exercise of any option or warrant (or any disposition of any option or warrant), pledge, security interest, or similar right to acquire Equity Shares, (d) any disposition of any securities or rights convertible into or exchangeable for Equity Shares or any interest in Equity Shares or any exercise of any such conversion or exchange right and (e) Transfers of interests in other entities that result in changes in Beneficial Ownership of Equity Shares; in each case, whether voluntary or involuntary, whether owned of record, Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Section 7.2 Equity Shares.

Section 7.2.1 Ownership Limitations .

(a) Basic Restrictions .

(i) During the period commencing on the Initial Date and prior to the Restriction Termination Date, but subject to Section 7.4 and except as provided in Section 7.2.7 hereof, (1) no Person shall Beneficially Own Common Shares in excess of the Ownership Limit, other than: (A) an Excepted Holder, which shall not Beneficially Own Common Shares in excess of the Excepted Holder Limit for such Excepted Holder, or (B) a Designated Investment Entity, which shall not Beneficially Own Common Shares in excess of the Designated Investment Entity Limit, and (2) no Person shall Beneficially Own Preferred Shares in excess of the Ownership Limit.

(ii) During the period commencing on the Initial Date and prior to the Restriction Termination Date, but subject to Section 7.4 and except as provided in Section 7.2.7 hereof, no Person shall Beneficially Own Equity Shares to the extent that such Beneficial Ownership of Equity Shares would result in the Trust being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year).

(iii) During the period commencing on the Initial Date and prior to the Restriction Termination Date, but subject to Section 7.4, no Person shall Beneficially Own Equity Shares to the extent that such Beneficial Ownership of Equity Shares would result in the Trust otherwise failing to qualify as a REIT.

(iv) During the period commencing on the One Hundred Shareholders Date and prior to the Restriction Termination Date, but subject to Section 7.4 and except as provided in Section 7.2.7 hereof, no Person shall Transfer any Equity Shares if, as a result of the Transfer, the Equity Shares would be Beneficially Owned by less than 100 Persons (determined without reference to the rules of attribution under Section 544 of the Code). Any Transfer of Equity Shares

(whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) that, if effective, would result in Equity Shares being beneficially owned by less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio , and the intended transferee shall acquire no rights in such Equity Shares.

(v) Subject to Section 7.4 and except as provided in Section 7.2.7 hereof, during the period commencing on the Initial Date and prior to the date that either (i) each outstanding class of Equity Shares of the Trust qualifies as a class of Publicly-Offered Securities, or (ii) the Trust qualifies for another exception to the Plan Asset Regulations (other than the Insignificant Participation Exception), Benefit Plan Investors shall not Beneficially Own 25.0% or more of any class of Equity Shares of the Trust, disregarding any shares held by Controlling Persons (other than Controlling Persons that are Benefit Plan Investors).

(vi) Subject to Section 7.4 and except as provided in Section 7.2.7 hereof, during the period commencing on the Initial Date and prior to the date that either (i) each outstanding class of Equity Shares of the Trust qualifies as a class of Publicly-Offered Securities or (ii) the Trust qualifies for another exception to the Plan Asset Regulations (other than the Insignificant Participation Exception), no Person shall Transfer Equity Shares unless such Person obtains from its transferee a representation and agreement that (A) its transferee is not (and will not be), and is not acting on behalf of, a Benefit Plan Investor or Controlling Person and (B) such transferee will obtain from its transferee the representation and agreement set forth in this sentence (including without limitation clauses (A) and (B)).

(b) Transfer in Trust . If any Transfer of Equity Shares (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) or Non-Transfer Event occurs which, if effective, would result in any Person Beneficially Owning Equity Shares in violation of Section 7.2.1(a)(i), (ii), (iii), (v) or (vi):

(i) then, except as set forth in clause (iii) of this sentence, that number of Equity Shares the Beneficial Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i), (ii), (iii), (v) or (vi) (rounded up to the nearest whole Share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer or Non-Transfer Event, and such Person shall acquire no rights in such Equity Shares; or

(ii) if the transfer to the Charitable Trust described in clause (i) of this sentence, or, if applicable, the conversion set forth in clause (iii) of this sentence, would not be effective for any reason to prevent the violation of

Section 7.2.1(a)(i), (ii), (iii), (v) or (vi) , then the Transfer of that number of Equity Shares that otherwise would cause any Person to violate Section 7.2.1(a), (ii), (iii), (v) or (vi) shall be void ab initio , and the intended transferee shall acquire no rights in such Equity Shares; or

(iii) if and to the extent that a Transfer of Equity Shares or Non-Transfer Event results in a Person holding Equity Shares in violation of Section 7.2.1(a)(iii) solely due to such Person’s Beneficial Ownership of Class B Shares then, prior to a Transfer as provided in clause (i) of this sentence, such Class B Shares shall convert to Class A Shares and then, only to the extent such violation is not cured by such conversion, shall the provisions of clauses (i) and (ii) of this sentence apply.

Section 7.2.2 Remedies for Breach . If the Board of Trustees or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or Non-Transfer Event has taken place that results in a violation of Section 7.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership of any Equity Shares in violation of Section 7.2.1 (whether or not such violation is intended), the Board of Trustees or a committee thereof shall be empowered to take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or Non-Transfer Event, including, without limitation, causing the Trust to redeem shares, refusing to give effect to such Transfer on the books of the Trust or instituting proceedings to enjoin such Transfer or Non-Transfer Event; provided , however , that any Transfer or attempted Transfer or Non-Transfer Event in violation of Section 7.2.1 shall automatically result in the transfer to the Charitable Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Trustees or a committee thereof.

Section 7.2.3 Notice of Restricted Transfer . Any Person who acquires, or attempts or intends to acquire, Beneficial Ownership of Equity Shares that will or may violate Section 7.2.1(a), or any Person who would have owned Equity Shares that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 7.2.1(b), shall immediately give written notice to the Trust of such event, or in the case of such a proposed or attempted transaction, shall give at least 15 days prior written notice, and shall provide to the Trust such other information as the Trust may request in order to determine the effect, if any, of such acquisition or ownership on the Trust’s status as a REIT.

Section 7.2.4 Owners Required To Provide Information . From the Initial Date and prior to the Restriction Termination Date:

(a) Every owner of more than 5.0% (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding Equity Shares, within 30 days after the end of each taxable year, shall give written notice to the Trust stating the name and address of such owner, the number of Equity Shares Beneficially Owned and a description of the manner in which such Equity Shares are held; provided, that a shareholder of record who holds outstanding Equity Shares as nominee for another Person, which other Person is required to include in gross income

the dividends or distributions received on such Equity Shares (an “Actual Owner”), shall give written notice to the Trust stating the name and address of such Actual Owner and the number of Equity Shares of such Actual Owner with respect to which the shareholder of record is nominee.

(b) Each Person who is a Beneficial Owner of Equity Shares and each Person (including the shareholder of record) who is holding Equity Shares for a Beneficial Owner shall provide to the Trust such information as the Trust may request, in good faith, including any information regarding such Person’s qualification as a Designated Investment Entity, in order to determine the Trust’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

(c) Each Beneficial Owner shall provide to the Trust such information as the Trust may request in order to determine the effect, if any, of such Beneficial Ownership on the Trust’s status as a REIT and to ensure compliance with the Ownership Limit, Excepted Holder Limit or Designated Investment Entity Limit.

Section 7.2.5 Remedies Not Limited . Subject to Sections 5.8 and 7.4 of the Declaration of Trust, nothing contained in Section 7.2 shall limit the authority of the Board of Trustees to take such other action as it deems necessary or advisable to (a) protect the Trust and the interests of its shareholders in preserving the Trust’s status as a REIT, or (b) avoid having the assets of the Trust being considered to be “plan assets” (within the meaning of the Plan Asset Regulations) of any shareholder.

Section 7.2.6 Ambiguity . In the case of an ambiguity in the application of any of the provisions of Section 7.2, Section 7.3 or any definition contained in Section 7.1, the Board of Trustees shall have the power to determine the application of the provisions of Section 7.2 or Section 7.3 with respect to any situation based on the facts known to it. If Section 7.2 or 7.3 requires an action by the Board of Trustees and the Declaration of Trust fails to provide specific guidance with respect to such action, the Board of Trustees shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3.

Section 7.2.7 Exemptions .

(a) The Board of Trustees shall exempt a Person from the Ownership Limit or Designated Investment Entity Limit if: (i) such Person submits to the Board of Trustees information satisfactory to the Board of Trustees, in its sole and absolute discretion, demonstrating that such Person is not an individual for purposes of Section 542(a)(2) of the Code (determined taking into account Section 856(h)(3)(A) of the Code); (ii) such Person submits to the Board of Trustees information satisfactory to the Board of Trustees, in its sole and absolute discretion, relevant to demonstrating that no Person who is an individual for purposes of Section 542(a)(2) of the Code (determined taking into account Section 856(h)(3)(A) of the Code) would be considered to Beneficially Own Equity Shares in excess of the Ownership Limit, Excepted Holder Limit or Designated

Investment Entity Limit, as applicable, by reason of such Person’s ownership of Equity Shares in excess of the Ownership Limit or Designated Investment Entity Limit, as the case may be, pursuant to the exemption granted under this subparagraph (a); (iii) such Person provides to the Board of Trustees such representations and undertakings, if any, as the Board of Trustees may, in its sole and absolute discretion, require to ensure that the conditions in clauses (i) and (ii) hereof are satisfied and will continue to be satisfied throughout the period during which such Person owns Equity Shares in excess of the Ownership Limit or Designated Investment Entity Limit, as the case may be, pursuant to any exemption thereto granted under this subparagraph (a), (iv) such Person submits to the Board of Trustees information satisfactory to the Board of Trustees, in its sole and absolute discretion, relevant to demonstrating that such Person’s ownership of Equity Shares in excess of the Ownership Limit or Designated Investment Entity Limit pursuant to the exemption granted under this subparagraph (a) will not cause any assets of the Trust to be deemed “plan assets” (within the meaning of the Plan Asset Regulations) in the case of an exemption relating to Section 7.2.1(a)(vi) and (vii), and (v) such Person agrees that any violation of such representations and undertakings or any attempted violation thereof will result in the application of the remedies set forth in Section 7.2 with respect to Equity Shares held in excess of the Ownership Limit or Designated Investment Entity Limit with respect to such Person (determined without regard to the exemption granted such Person under this subparagraph (a)).

(b) Prior to granting any exemption pursuant to subparagraph (a), the Board of Trustees, in its sole and absolute discretion, may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to the Board of Trustees, in its sole and absolute discretion as it may deem necessary or advisable in order to (i) determine or ensure the Trust’s status as a REIT, or (ii) in the case of an exception from Section 7.2.1(a)(vi) or (vii), determine that the Trust will not fail to qualify for the Insignificant Participation Exception or another applicable exception to avoid having the assets of the Trust be deemed “plan assets” (within the meaning of the Plan Asset Regulations). Notwithstanding the receipt of any ruling or opinion, the Board of Trustees may impose such conditions or restrictions as it deems appropriate in connection with granting such exception; provided , however , that the Board of Trustees shall not be obligated to require obtaining a favorable ruling or opinion in order to grant an exemption hereunder.

(c) Subject to Section 7.2.1(a)(ii), an underwriter that participates in a public offering or a private placement of Equity Shares (or securities convertible into or exchangeable for Equity Shares) may Beneficially Own Equity Shares (or securities convertible into or exchangeable for Equity Shares) in excess of the Ownership Limit or Designated Investment Entity Limit, but only to the extent necessary to facilitate such public offering or private placement.

(d) The Board of Trustees may only reduce the Excepted Holder Limit for an Excepted Holder with the prior written consent of such Excepted Holder or the prior written consent of each of B. Wayne Hughes, Tamara Hughes Gustavson, and B. Wayne Hughes, Jr to the extent then living. No Excepted Holder Limit shall be reduced to a percentage that is less than the Ownership Limit as applied to Common Shares.

Section 7.2.8 Increase in Ownership Limit or Designated Investment Entity Limit . The Board of Trustees, in its sole and absolute discretion, may increase the Ownership Limit or Designated Investment Entity Limit subject to the limitations provided in this Section 7.2.8, provided , however , that:

(a) The Ownership Limit or Designated Investment Entity Limit may not be increased if, after giving effect to such increase, five Persons who are considered individuals pursuant to Section 542 of the Code, as modified by Section 856(h)(3) of the Code (taking into account all of the Excepted Holders), could Beneficially Own, in the aggregate, more than 49.9% of the value of the outstanding Equity Shares.

(b) Prior to the modification of the Ownership Limit or Designated Investment Entity Limit pursuant to this Section 7.2.8, the Board of Trustees, in its sole and absolute discretion, may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the Trust’s status as a REIT if the modification in the Ownership Limit or Designated Investment Entity Limit were to be made.

Section 7.2.9 Legend . Each certificate, if any, for Equity Shares shall bear a legend summarizing the restrictions on transfer and ownership contained herein. Instead of a legend, the certificate, if any, may state that the Trust will furnish a full statement about certain restrictions on transferability to a shareholder on request and without charge.

Section 7.3 Transfer of Equity Shares to the Charitable Trust.

Section 7.3.1 Ownership by the Charitable Trust . Upon any purported Transfer or other event described in Section 7.2.1(b) that would result in a transfer of Equity Shares to a Charitable Trust, such Equity Shares shall be deemed to have been transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Charitable Trust pursuant to Section 7.2.1(b). The Charitable Trustee shall be appointed by the Trust and shall be a Person unaffiliated with the Trust and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Trust as provided in Section 7.3.7.

Section 7.3.2 Status of Equity Shares Held by the Charitable Trustee . Shares of Equity Shares held by the Charitable Trustee shall be issued and outstanding Equity Shares of the Trust. The Prohibited Owner shall have no rights in the Equity Shares held by the Charitable Trustee. The Prohibited Owner shall not benefit economically from ownership of any Equity Shares held in trust by the Charitable Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares Equity Shares held in the Charitable Trust. The Prohibited Owner shall have no claim, cause of action, or any other recourse whatsoever against the purported transferor of such Equity Shares.

Section 7.3.3 Dividend and Voting Rights . The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee shall be paid with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Equity Shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that Equity Shares have been transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided , however , that if the Trust has already taken irreversible action, then the Charitable Trustee shall not have the power to rescind and recast such vote. Notwithstanding the provisions of this Article VII, until the Trust has received notification that Equity Shares have been transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Section 7.3.4 Rights Upon Liquidation . Upon any voluntary or involuntary liquidation, dissolution or winding up of or any distribution of the assets of the Trust, the Charitable Trustee shall be entitled to receive, ratably with each other holder of Equity Shares of the class or series of Equity Shares that is held in the Charitable Trust, that portion of the assets of the Trust available for distribution to the holders of such class or series (determined based upon the ratio that the number of Equity Shares of such class or series of Equity Shares held by the Charitable Trustee bears to the total number of Equity Shares of such class or series of Equity Shares then outstanding). The Charitable Trustee shall distribute any such assets received in respect of the Equity Shares held in the Charitable Trust in any liquidation, dissolution or winding up of, or distribution of the assets of the Trust, in accordance with Section 7.3.5.

Section 7.3.5 Sale of Equity Shares by Charitable Trustee . Within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee of the Charitable Trust shall sell the Equity Shares held in the Charitable Trust to a person, designated by the Charitable Trust, whose ownership of the Equity Shares will not violate the ownership limitations set forth in Section 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Equity Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.5. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Equity Shares or, if the Prohibited Owner did

not give value for the Equity Shares in connection with the event causing the Equity Shares to be held in the Charitable Trust ( e.g. , in the case of a gift, devise or other such transaction), the Market Price of the Equity Shares on the day of the event causing the Equity Shares to be held in the Charitable Trust and (2) the price per share received by the Charitable Trustee from the sale or other disposition of the Equity Shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee, such Equity Shares are sold by a Prohibited Owner, then (i) such Equity Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Equity Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 7.3.5, such excess shall be paid to the Charitable Trustee upon demand. Subject to Section 7.3.6, the Charitable Trustee shall have the right and power (but not the obligation) to offer any Equity Shares held in trust for sale to the Trust on such terms and conditions as the Charitable Trustee shall deem appropriate.

Section 7.3.6 Purchase Right in Equity Shares Transferred to the Charitable Trustee . Equity Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Trust, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Trust, or its designee, accepts such offer. The Trust shall have the right to accept such offer until the Charitable Trustee has sold the Equity Shares held in the Charitable Trust pursuant to Section 7.3.5. Upon such a sale to the Trust, the interest of the Charitable Beneficiary in the Equity Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Section 7.3.7 Designation of Charitable Beneficiaries . By written notice to the Charitable Trustee, the Trust shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) Equity Shares held in the Charitable Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Sections 501(c)(3), 170(b)(1)(A) or 170(c)(2) of the Code.

Section 7.4 NYSE Transactions.

Nothing in this Article VII shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction takes place shall not negate the effect of any other provision of this Article VII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.5 Enforcement.

The Trust is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.6 Non-Waiver.

No delay or failure on the part of the Trust or the Board of Trustees in exercising any right hereunder shall operate as a waiver of any right of the Trust or the Board of Trustees, as the case may be, except to the extent specifically waived in writing.

Section 7.7 Deemed ERISA Representations.

From and after the date upon which a registration statement with respect to the Common Shares becomes effective, each purchaser and subsequent transferee of Common Shares will be deemed to have represented, warranted, and agreed that its purchase and holding of Common Shares will not constitute or result in (i) a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a violation of any applicable other federal, state, local, non-U.S. or other laws or regulations that contain one or more provisions similar to the provisions of Title I of ERISA of Section 4975 of the Code.

ARTICLE VIII

AMENDMENTS

The Trust reserves the right from time to time to make any amendment to the Declaration of Trust, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Declaration of Trust, of any outstanding Equity Shares. All rights and powers conferred by the Declaration of Trust on shareholders, trustees and officers are granted subject to this reservation. Except as otherwise provided in the Declaration of Trust and except for those amendments permitted to be made without shareholder approval under Maryland law or by specific provision in the Declaration of Trust, any amendment to the Declaration of Trust shall be valid only if declared advisable by the Board of Trustees and approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. However, any amendment to Section 5.9 and Article VII or to this sentence of the Declaration of Trust shall be valid only if declared advisable by the Board of Trustees and approved by the affirmative vote of holders of shares entitled to cast at least two-thirds of all the votes entitled to be cast on the matter.

ARTICLE IX

LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees and officers of a trust, no present or former trustee or officer of the Trust shall be liable to the Trust or its shareholders for money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other provision of the Declaration of Trust or Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE X

SEVERABILITY

The provisions of the Declaration of Trust are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, Title 8 or other applicable federal or state laws, the Conflicting Provisions, to the extent of the conflict, shall be deemed never to have constituted a part of the Declaration of Trust, even without any amendment of the Declaration of Trust pursuant to Article VIII and without affecting or impairing any of the remaining provisions of the Declaration of Trust or rendering invalid or improper any action taken or omitted prior to such determination. No Trustee shall be liable for making or failing to make such a determination. In the event of any such determination by the Board of Trustees, the Board shall amend the Declaration of Trust in the manner provided in Article VIII. If any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable such provision in any other jurisdiction or any other provision of the Declaration of Trust in any jurisdiction.

THIRD : The amendment to and restatement of this Declaration of Trust as hereinabove set forth have been duly advised by the Board of Trustees and approved by the shareholders of the Trust as required by law.

FOURTH : The current address of the principal office of the Trust is as set forth in Article IV of the foregoing amendment to and restatement of the Declaration of Trust.

FIFTH : The name and address of the Trust’s current resident agent are as set forth in Article IV of the foregoing amendment to and restatement of the Declaration of Trust.

SIXTH : The number of trustees of the Trust and the names of those currently in office are as set forth in Article V of the foregoing amendment to and restatement of the Declaration of Trust.

SEVENTH : The undersigned acknowledges these Articles of Amendment and Restatement of Declaration of Trust to be the act of the Trust and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF , each of the undersigned Trustees has signed the Articles of Amendment and Restatement of Declaration of Trust, acknowledging the same to be his act on this 20th day of November, 2012.


AMERICAN HOMES 4 RENT

By:		/s/ John Corrigan
		John Corrigan

By:		/s/ B. Wayne Hughes
		B. Wayne Hughes

By:		/s/ David P. Singelyn
		David P. Singelyn

Signature Page to Articles of Amendment and Restatement of Declaration of Trust

Exhibit 3.2

AMERICAN HOMES 4 RENT

AMENDED & RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1.

Principal Office.

The principal office of American Homes 4 Rent, (the “ Trust ”), in the State of Maryland shall be located at such place as the board of trustees of the Trust (the “ Board of Trustees ”) may designate.

Section 2.

Additional Offices.

The Trust may have additional offices, including a principal executive office, at such places as the Board of Trustees may from time to time determine or the business of the Trust may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.

Place.

All meetings of shareholders shall be held at the principal executive office of the Trust or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2.

Annual Meeting.

An annual meeting of shareholders for the election of trustees and the transaction of any business within the powers of the Trust shall be held on the date and at the time and place set by the Board of Trustees.

Section 3.

Special Meetings .

(a) General . Each of the Chairman of the Board of Trustees, the Chief Executive Officer, the President and the Board of Trustees may call a special meeting of shareholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of shareholders shall be held on the date and at the time and place set by whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of shareholders shall also be called by the Secretary to act on any matter that may properly be considered at a special meeting of shareholders upon the written request of shareholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b) Shareholder-Requested Special Meetings . (1) Any shareholder of record seeking to have shareholders request a special meeting shall, by sending written notice to the Secretary (the “ Record Date Request Notice ”) at the principal executive office of the Trust by registered mail, return receipt requested, request the Board of Trustees to fix a record date to determine the shareholders entitled to request a special meeting (the “ Request Record Date ”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more shareholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such shareholder (or such agent) and shall set forth all information relating to each such shareholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of trustees in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation l4A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”). Upon receiving the Record Date Request Notice, the Board of Trustees may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten (10) days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Trustees. If the Board of Trustees, within ten (10) days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth (10 ^th ) day after the first date on which a Record Date Request Notice is received by the Secretary.

(2) In order for any shareholder to request a special meeting to act on any matter that may properly be considered at a special meeting of shareholders, one or more written requests for a special meeting (collectively, the “ Special Meeting Request ”) signed by shareholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “ Special Meeting Percentage ”) shall be delivered to the Secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the Secretary), (b) bear the date of signature of each such shareholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Trust’s books, of each shareholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of the Trust which are owned (beneficially or of record) by each such shareholder and (iii) the nominee holder for, and number of, shares of the Trust owned beneficially but not of record by such shareholder, (d) be sent to the Secretary by registered mail, return receipt requested, and (e) be received by the Secretary within sixty (60)

days after the Request Record Date. Any requesting shareholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.

(3) The Secretary shall inform the requesting shareholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Trust’s proxy materials). The Secretary shall not be required to call a special meeting upon shareholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the Secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the Secretary upon the request of shareholders (a “ Shareholder-Requested Meeting ”), such meeting shall be held at such place, date and time as may be designated by the Board of Trustees; provided, however , that the date of any Shareholder-Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the “ Meeting Record Date ”); and provided further that if the Board of Trustees fails to designate, within ten (10) days after the date that a valid Special Meeting Request is actually received by the Secretary (the “ Delivery Date ”), a date and time for a Shareholder-Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the ninetieth (90 ^th ) day after the Meeting Record Date or, if such ninetieth (90 ^th ) day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Trustees fails to designate a place for a Shareholder-Requested Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the principal executive office of the Trust. In fixing a date for a Shareholder-Requested Meeting, the Board of Trustees may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Trustees to call an annual meeting or a special meeting. In the case of any Shareholder-Requested Meeting, if the Board of Trustees fails to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the close of business on the thirtieth (30 ^th ) day after the Delivery Date shall be the Meeting Record Date. The Board of Trustees may revoke the notice for any Shareholder-Requested Meeting in the event that the requesting shareholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting Request have been delivered to the Secretary and the result is that shareholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the Secretary: (i) if the notice of meeting has not already been delivered, the Secretary shall refrain from delivering the notice of the meeting and send to all requesting shareholders who have not revoked such requests written notice of any revocation of a request for a special

meeting on the matter, or (ii) if the notice of meeting has been delivered and if the Secretary first sends to all requesting shareholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Trust’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the Secretary may revoke the notice of the meeting at any time before ten (10) days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The Chairman of the Board of Trustees, the Chief Executive Officer, the President or the Board of Trustees may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been delivered to the Secretary until the earlier of (i) five (5) Business Days after receipt by the Secretary of such purported request and (ii) such date as the independent inspectors certify to the Trust that the valid requests received by the Secretary represent, as of the Request Record Date, shareholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Trust or any shareholder shall not be entitled to contest the validity of any request, whether during or after such five (5) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, “ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4.

Notice.

Not less than ten (10) nor more than ninety (90) days before each meeting of shareholders, the Secretary shall give to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or

number of the shareholder at which the shareholder receives electronic transmissions. The Trust may give a single notice to all shareholders who share an address, which single notice shall be effective as to any shareholder at such address, unless such shareholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more shareholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Trust may be transacted at an annual meeting of shareholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of shareholders except as specifically designated in the notice. The Trust may postpone or cancel a meeting of shareholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5.

Organization and Conduct.

Every meeting of shareholders shall be conducted by an individual appointed by the Board of Trustees to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the Chairman of the Board of Trustees or, in the case of a vacancy in the office or absence of the Chairman of the Board of Trustees, by one of the following officers present at the meeting in the following order: the Vice Chairman of the Board of Trustees, if there is one, the Chief Executive Officer, the President, the Vice Presidents in their order of rank and seniority, the Secretary, or, in the absence of such officers, a chairman chosen by the shareholders by the vote of a majority of the votes cast by shareholders present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or, in the absence of both the Secretary and Assistant Secretaries, an individual appointed by the Board of Trustees or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the Secretary presides at a meeting of shareholders, an Assistant Secretary, or, in the absence of all Assistant Secretaries, an individual appointed by the Board of Trustees or the chairman of the meeting, shall record the minutes of the meeting.

The order of business and all other matters of procedure at any meeting of shareholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Trust, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any shareholder or any other individual who refuses to comply with meeting

procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.

Quorum.

At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the declaration of trust of the Trust (the “ Declaration of Trust ”) for the vote necessary for the approval of any matter. If, however, such quorum is not established at any meeting of the shareholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than one hundred twenty (120) days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough shareholders to leave fewer than would be required to establish a quorum.

Section 7.

Voting.

A plurality of all the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to elect a trustee. Each share may be voted for as many individuals as there are trustees to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Declaration of Trust. Unless otherwise provided by statute or by the Declaration of Trust, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 8.

Proxies.

A holder of record of shares of the Trust may cast votes in person or by proxy executed by the shareholder or by the shareholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the Secretary before or at the meeting. No proxy shall be valid more than eleven months after its date, unless otherwise provided in the proxy.

Section 9.

Voting of Shares By Certain Holders.

Shares of the Trust registered in the name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee or managing member thereof, as the case may be, or a proxy

appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or fiduciary may vote shares registered in the name of such person in the capacity of such trustee or fiduciary, either in person or by proxy.

Shares of the Trust directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Trustees may adopt by resolution a procedure by which a shareholder may certify in writing to the Trust that any shares registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Trust; and any other provisions with respect to the procedure which the Board of Trustees considers necessary or desirable. On receipt by the Trust of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified shares in place of the shareholder who makes the certification.

Section 10.

Inspectors.

The Board of Trustees or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11.

Advance Notice of Nominees for Trustee and Other Shareholder Proposals.

(a) Annual Meetings of Shareholders .

(1) Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Trust’s notice of

meeting, (ii) by or at the direction of the Board of Trustees or (iii) by any shareholder of the Trust who was a shareholder of record both at the time of giving of notice by the shareholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the shareholder must have given timely notice thereof in writing to the Secretary and any such other business must otherwise be a proper matter for action by the shareholders. To be timely, a shareholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the one hundred fiftieth (150 ^th ) day nor later than 5:00 p.m., Pacific Standard Time, on the one hundred twentieth (120 ^th ) day prior to the first (1 ^st ) anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in connection with the Trust’s first (1 ^st ) annual meeting occurring after the initial underwritten public offering of the common shares of the Trust or in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the one hundred fiftieth (150 ^th ) day prior to the date of such annual meeting and not later than 5:00 p.m., Pacific Standard Time, on the later of the one hundred twentieth (120 ^th ) day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a shareholder’s notice as described above.

(3) A shareholder’s notice described in paragraph (a)(2) of this Section 11 shall set forth:

(i) As to each individual whom the shareholder proposes to nominate for election or reelection as a trustee (each, a “ Proposed Nominee ”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

(ii) As to any other business that the shareholder proposes to bring before the meeting, a description of such business, the shareholder’s reasons for proposing such business at the meeting and any material interest in such business of such shareholder or any Shareholder

Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the shareholder or the Shareholder Associated Person therefrom.

(iii) As to the shareholder giving the notice, any Proposed Nominee and any Shareholder Associated Person: (A) the class, series and number of all shares or other securities of the Trust or any affiliate thereof (collectively, the “ Company Securities ”), if any, which are owned (beneficially or of record) by such shareholder, Proposed Nominee or Shareholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such shares or other security) in any Company Securities of any such person; (B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such shareholder, Proposed Nominee or Shareholder Associated Person; (C) whether and the extent to which such shareholder, Proposed Nominee or Shareholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of Company Securities for such shareholder, Proposed Nominee or Shareholder Associated Person or (II) increase or decrease the voting power of such shareholder, Proposed Nominee or Shareholder Associated Person in the Trust or any affiliate thereof disproportionately to such person’s economic interest in the Company Securities; and (D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Trust), by security holdings or otherwise, of such shareholder, Proposed Nominee or Shareholder Associated Person, in the Trust or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such shareholder, Proposed Nominee or Shareholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series.

(iv) As to the shareholder giving the notice, any Shareholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee: (A) the name and address of such shareholder, as they appear on the Trust’s share ledger, and the current name and business address, if different, of each such Shareholder Associated Person and any Proposed Nominee; and (B) the investment strategy or objective, if any, of such shareholder and each such Shareholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such shareholder and each such Shareholder Associated Person.

(v) To the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the nominee for election or reelection as a trustee or the proposal of other business on the date of such shareholder’s notice.

(4) Such shareholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Trust in connection with service or action as a trustee that has not been disclosed to the Trust and (b) will serve as a trustee of the Trust if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Trust, upon request, to the shareholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-the-counter market).

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of trustees to be elected to the Board of Trustees is increased, and there is no public announcement of such action at least one hundred thirty (130) days prior to the first (1 ^st ) anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a shareholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Trust not later than 5:00 p.m., Pacific Standard Time, on the tenth (10 ^th ) day following the day on which such public announcement is first made by the Trust.

(6)(For purposes of this Section 11, “ Shareholder Associated Person ” of any shareholder shall mean (i) any person acting in concert with such shareholder, (ii) any beneficial owner of shares of the Trust owned of record or beneficially by such shareholder (other than a shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such shareholder or such Shareholder Associated Person.

(b) Special Meetings of Shareholders . Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting

pursuant to the Trust’s notice of meeting. Nominations of individuals for election to the Board of Trustees may be made at a special meeting of shareholders at which trustees are to be elected only (i) by or at the direction of the Board of Trustees or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing trustees, by any shareholder of the Trust who is a shareholder of record both at the time of giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Trust calls a special meeting of shareholders for the purpose of electing one or more individuals to the Board of Trustees, any shareholder may nominate an individual or individuals (as the case may be) for election as a trustee as specified in the Trust’s notice of meeting, if the shareholder’s notice, containing the information required by paragraph (a)(3) of this Section 11, is delivered to the Secretary at the principal executive office of the Trust not earlier than the one hundred twentieth (120 ^th ) day prior to such special meeting and not later than 5:00 p.m., Pacific Standard Time on the later of the ninetieth (90 ^th ) day prior to such special meeting or the tenth (10 ^th ) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a shareholder’s notice as described above.

(c) General . (1) If information submitted pursuant to this Section 11 by any shareholder proposing a nominee for election as a trustee or any proposal for other business at a meeting of shareholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such shareholder shall notify the Trust of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Trustees, any such shareholder shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Trustees or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the shareholder pursuant to this Section 11, and (B) a written update of any information (including, if requested by the Trust, written confirmation by such shareholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the shareholder pursuant to this Section 11 as of an earlier date. If a shareholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by shareholders as trustees, and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) For purposes of this Section 11, “ the date of the proxy statement ” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission (the “ SEC ”) from time to time. “ Public announcement ” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Trust with the SEC pursuant to the Exchange Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a shareholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a shareholder to request inclusion of a proposal in, or the right of the Trust to omit a proposal from, the Trust’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the shareholder or Shareholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such shareholder or Shareholder Associated Person under Section 14(a) of the Exchange Act.

Section 12.

Voting by Ballot.

Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot.

Section 13.

Informal Action by Shareholders.

Subject to Article XV and the notice provisions of Article II, Section 4, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent which sets forth the action is given in writing or by electronic transmission by shareholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of the shareholders, if the corporation gives notice of the action taken not later than 10 days after the effective date of the action to all shareholders and files such consents with the records of the shareholders meetings.

Section 14.

Control Share Acquisition Act.

Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (or any successor statute) shall not apply to any acquisition by any person of shares of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE III

TRUSTEES

Section 1.

General Powers.

The business and affairs of the Trust shall be managed under the direction of its Board of Trustees.

Section 2.

Number, Tenure and Resignation.

At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Trustees may establish, increase or decrease the number of trustees, provided that the number thereof shall never be less than two (2) nor more than fifteen (15), and further provided that the tenure of office of a trustee shall not be affected by any decrease in the number of trustees. Any trustee of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the Chairman of the Board of Trustees or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3.

Annual and Regular Meetings.

An annual meeting of the Board of Trustees shall be held immediately after and at the same place as the annual meeting of shareholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Trustees. The Board of Trustees may provide, by resolution, the time and place for the holding of regular meetings of the Board of Trustees without other notice than such resolution.

Section 4.

Special Meetings.

Special meetings of the Board of Trustees may be called by or at the request of the Chairman of the Board of Trustees, the Chief Executive Officer, the President or a majority of the trustees then in office. The person or persons authorized to call special meetings of the Board of Trustees may fix any place as the place for holding any special meeting of the Board of Trustees called by them. The Board of Trustees may provide, by resolution, the time and place for the holding of special meetings of the Board of Trustees without other notice than such resolution.

Section 5.

Notice.

Notice of any special meeting of the Board of Trustees shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each trustee at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty four (24) hours prior to the meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the trustee or his or her agent is personally given such notice in a telephone call to which the trustee or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Trust by the trustee. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Trust by the trustee and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Trustees need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.

Quorum.

A majority of the trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees, provided that, if less than a majority of such trustees is present at such meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Declaration of Trust or these Bylaws, the vote of a majority or other percentage of a particular group of trustees is required for action, a quorum must also include a majority or such other percentage of such group.

The trustees present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough trustees to leave fewer than required to establish a quorum.

Section 7.

Voting.

The action of a majority of the trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws. If enough trustees have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of trustees necessary to constitute a quorum at such meeting shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws.

Section 8.

Organization.

At each meeting of the Board of Trustees, the Chairman of the Board of Trustees or, in the absence of the chairman, the Vice Chairman of the Board of Trustees, if any, shall act as chairman of the meeting. In the absence of both the Chairman and Vice Chairman of the Board of Trustees, the Chief Executive Officer or, in the absence of the Chief Executive Officer, the President or, in the absence of the President, a trustee chosen by a majority of the trustees present, shall act as chairman of the meeting. The Secretary or, in his or her absence, an Assistant Secretary, or, in the absence of the Secretary and all Assistant Secretaries, an individual appointed by the Chairman, shall act as secretary of the meeting.

Section 9.

Telephone Meetings.

Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.

Consent by Trustees Without a Meeting.

Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each trustee and is filed with the minutes of proceedings of the Board of Trustees.

Section 11.

Vacancies.

If for any reason any or all the trustees cease to be trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining trustees hereunder. Except as may be provided by the Board of Trustees in setting the terms of any class or series of preferred shares, and subject to the right of the shareholders to fill any vacancy that results from the removal of a trustee at a Special Election Meeting held in accordance with Article XV hereof, any vacancy on the Board of Trustees may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum. Any trustee elected to fill a vacancy shall serve for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor is elected and qualifies.

Section 12.

Compensation.

Trustees shall not receive any stated salary for their services as trustees but, by resolution of the Board of Trustees, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Trust and for any service or activity they performed or engaged in as trustees. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Trustees or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as trustees; but nothing herein contained shall be construed to preclude any trustees from serving the Trust in any other capacity and receiving compensation therefor.

Section 13.

Reliance.

Each trustee and officer of the Trust shall, in the performance of his or her duties with respect to the Trust, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Trust whom the trustee or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the trustee or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a trustee, by a committee of the Board of Trustees on which the trustee does not serve, as to a matter within its designated authority, if the trustee reasonably believes the committee to merit confidence.

Section 14.

Certain Rights of Trustees and Officers.

A trustee who is not also an officer of the Trust shall have no responsibility to devote his or her full time to the affairs of the Trust. Any trustee or officer, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Trust.

Section 15.

Ratification.

The Board of Trustees or the shareholders may ratify and make binding on the Trust any action or inaction by the Trust or its officers to the extent that the Board of Trustees or the shareholders could have originally authorized the matter. Moreover, any action or inaction questioned in any shareholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a trustee, officer or shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Trustees or by the shareholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Trust and its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 16.

Emergency Provisions.

Notwithstanding any other provision in the Declaration of Trust or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Trustees under Article III of these Bylaws cannot readily be obtained (an “ Emergency ”). During any Emergency, unless otherwise provided by the Board of Trustees, (i) a meeting of the Board of Trustees or a committee thereof may be called by any trustee or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Trustees during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many trustees and by such means as may be feasible at the time, including publication, television or radio, and (iii) the number of trustees necessary to constitute a quorum shall be one-third of the entire Board of Trustees.

ARTICLE IV

COMMITTEES

Section 1.

Number, Tenure and Qualifications.

The Board of Trustees may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more trustees, to serve at the pleasure of the Board of Trustees. The exact composition of each committee, including the total number of trustees and the number of independent trustees on each such committee, shall at all times comply with the listing requirements and rules and regulations of the New York Stock Exchange or any other national securities exchange on which the Trust’s common shares are then listed, as such rules and regulations may be modified or amended from time to time, and the rules and regulations of the SEC, as such rules and regulations may be modified or amended from time to time.

Section 2.

Powers.

The Board of Trustees may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Trustees, except as prohibited by law.

Section 3.

Meetings.

Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Trustees. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Trustees may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Trustees shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another trustee to act in the place of such absent member.

Section 4.

Telephone Meetings.

Members of a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.

Consent by Committees Without a Meeting.

Any action required or permitted to be taken at any meeting of a committee of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6.

Vacancies.

Subject to the provisions hereof, the Board of Trustees shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1.

General Provisions.

The officers of the Trust shall include a President, a Secretary and a Treasurer and may include a Chairman of the Board of Trustees, a Vice Chairman of the Board of Trustees, a Chief Executive Officer, one or more Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, one or more Assistant Secretaries and one or more Assistant Treasurers. In addition, the Board of Trustees may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Trust shall be elected annually by the Board of Trustees, except that the Chief Executive Officer or President may from time to time appoint one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except President and Vice President may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Trust and such officer or agent.

Section 2.

Removal and Resignation.

Any officer or agent of the Trust may be removed, with or without cause, by the Board of Trustees if in its judgment the best interests of the Trust would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the Chairman of the Board of Trustees, the Chief Executive Officer, the President or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Trust.

Section 3.

Vacancies.

A vacancy in any office may be filled by the Board of Trustees for the balance of the term.

Section 4.

Chief Executive Officer.

The Board of Trustees may designate a Chief Executive Officer. In the absence of such designation, the Chairman of the Board of Trustees shall be the Chief Executive Officer of the Trust. The Chief Executive Officer shall have general responsibility for implementation of the

policies of the Trust, as determined by the Board of Trustees, and for the management of the business and affairs of the Trust. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 5.

Chief Operating Officer.

The Board of Trustees may designate a Chief Operating Officer. The Chief Operating Officer shall have the responsibilities and duties as set forth by the Board of Trustees or Chief Executive Officer.

Section 6.

Chief Financial Officer.

The Board of Trustees may designate a Chief Financial Officer. The Chief Financial Officer shall have the responsibilities and duties as set forth by the Board of Trustees or Chief Executive Officer.

Section 7.

Chairman of the Board of Trustees.

The Board of Trustees shall designate a Chairman of the Board of Trustees who may be an officer of the Trust. The Board of Trustees may designate the Chairman of the Board of Trustees as an executive or non-executive chairman. The Chairman of the Board of Trustees shall preside over the meetings of the Board of Trustees. The Chairman of the Board of Trustees shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Trustees.

Section 8.

President.

In the absence of a Chief Executive Officer, the President shall in general supervise and control all of the business and affairs of the Trust. In the absence of a designation of a Chief Operating Officer by the Board of Trustees, the President shall be the Chief Operating Officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 9.

Vice Presidents.

In the absence of the President or in the event of a vacancy in such office, the Vice President (or in the event there be more than one Vice President, Vice Presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to such Vice President by the Chief Executive

Officer, the President or the Board of Trustees. The Board of Trustees may designate one or more Vice Presidents as Executive Vice President, Senior Vice President or as Vice President for particular areas of responsibility.

Section 10.

Secretary.

The Secretary shall (a) keep the minutes of the proceedings of the shareholders, the Board of Trustees and committees of the Board of Trustees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Trust; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) have general charge of the share transfer books of the Trust; and (f) in general perform such other duties as from time to time may be assigned to him by the Chief Executive Officer, the President or the Board of Trustees.

Section 11.

Treasurer.

The Treasurer shall have the custody of the funds and securities of the Trust, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust, shall deposit all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Board of Trustees and in general perform such other duties as from time to time may be assigned to him or her by the Chief Executive Officer, the President or the Board of Trustees. In the absence of a designation of a Chief Financial Officer by the Board of Trustees, the Treasurer shall be the Chief Financial Officer of the Trust.

The Treasurer shall disburse the funds of the Trust as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the President and Board of Trustees, at the regular meetings of the Board of Trustees or whenever it may so require, an account of all his or her transactions as Treasurer and of the financial condition of the Trust.

Section 12.

Assistant Secretaries; Assistant Treasurers.

The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the Chief Executive Officer, the President or the Board of Trustees.

Section 13.

Compensation.

The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Trustees and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a trustee.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1.

Contracts.

The Board of Trustees may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Trust and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Trust when duly authorized or ratified by action of the Board of Trustees and executed by an authorized person.

Section 2.

Checks and Drafts.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or agent of the Trust in such manner as shall from time to time be determined by the Board of Trustees.

Section 3.

Deposits.

All funds of the Trust not otherwise employed shall be deposited or invested from time to time to the credit of the Trust as the Board of Trustees, the Chief Executive Officer, the President, the Chief Financial Officer or any other officer designated by the Board of Trustees may determine.

ARTICLE VII

SHARES

Section 1.

Certificates.

Except as may be otherwise provided by the Board of Trustees, shareholders of the Trust are not entitled to certificates representing the shares held by them. In the event that the Trust issues shares represented by certificates, such certificates shall be in such form as prescribed by the Board of Trustees or a duly authorized officer, shall contain the statements and information required by Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (“Title 8”), if any, and shall be signed by the officers of the Trust in the manner permitted by Title 8. In the event that the Trust issues shares without certificates, to the extent then required by Title 8, the Trust shall provide to the record holders of such shares a written statement of the information required by Title 8 to be included on share certificates. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.

Transfers.

All transfers of shares shall be made on the books of the Trust or the books of the transfer agent of the Trust, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Trustees or any officer of the Trust may prescribe and, if such shares are

certificated, upon surrender to the Trust or the transfer agent of the Trust of certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Trust, or the transfer agent of the Trust, shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction on its books. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Trustees that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by Title 8, the Trust shall provide to the record holders of such shares a written statement of the information required by Title 8 to be included on share certificates.

The Trust shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland. Notwithstanding the foregoing, transfers of shares of any class or series will be subject in all respects to the Declaration of Trust and all of the terms and conditions contained therein.

Section 3.

Replacement Certificate.

Any officer of the Trust may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, destroyed, stolen or mutilated upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such shareholder and the Board of Trustees has determined that such certificates may be issued. Unless otherwise determined by an officer of the Trust, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Trust a bond in such sums as it may direct as indemnity against any claim that may be made against the Trust.

Section 4.

Fixing of Record Date.

The Board of Trustees may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of shareholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken.

When a record date for the determination of shareholders entitled to notice of and to vote at any meeting of shareholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 5.

Share Ledger.

The Trust shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder.

Section 6.

Fractional Shares; Issuance Of Units.

The Board of Trustees may authorize the Trust to issue fractional shares or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, the Board of Trustees may issue units consisting of different securities of the Trust. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Trust, except that the Board of Trustees may provide that for a specified period securities of the Trust issued in such unit may be transferred on the books of the Trust only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Trustees shall have the power, from time to time, to fix the fiscal year of the Trust by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1.

Authorization.

Dividends and other distributions upon the shares of the Trust may be authorized by the Board of Trustees, subject to the provisions of law and the Declaration of Trust. Dividends and other distributions may be paid in cash, property or shares of the Trust, subject to the provisions of law and the Declaration of Trust.

Section 2.

Contingencies.

Before payment of any dividends or other distributions, there may be set aside out of any assets of the Trust available for dividends or other distributions such sum or sums as the Board of Trustees may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Trust or for such other purpose as the Board of Trustees shall determine, and the Board of Trustees may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICIES

Subject to the provisions of the Declaration of Trust, the Board of Trustees may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Trust as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1.

Seal.

The Board of Trustees may authorize the adoption of a seal by the Trust. The seal shall contain the name of the Trust and the year of its formation. The Board of Trustees may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.

Affixing Seal.

Whenever the Trust is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Trust.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Trust shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former trustee or officer of the Trust and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Declaration of Trust and these Bylaws shall vest immediately upon election of a trustee or officer. The Trust may, with the approval of its Board of Trustees, provide such indemnification and advance for expenses to an individual who served a predecessor of the Trust in any of the capacities described in (a) or (b) above and to any employee or agent of the Trust or a predecessor of the Trust. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Declaration of Trust or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Declaration of Trust or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

The Board of Trustees shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws; provided, however, that the affirmative vote of at least 75% of the votes entitled to be cast at a meeting of the holders of the outstanding Registrable Shares or the written or electronic consent of the holders of at least 75% of the outstanding Registrable Shares shall be required in order to amend or alter Article XV hereof.

ARTICLE XV

SPECIAL ELECTION MEETING

Section 1.

Special Election Meeting Trigger.

Subject to the last sentence of this Section 1, if either: (i) a Registration Statement on Form S-11 or such other form under the Securities Act of 1933, as amended, then available to the Trust relating to Registrable Shares (as such term is defined in that certain Registration Rights Agreement, dated as of November 21, 2012, between the Trust and FBR Capital Markets & Co., (the “ Registration Rights Agreement ”)) (the “ Shelf Registration Statement ”) has not been declared effective by the SEC and the Trust has not completed an initial public offering of common shares of the Trust pursuant to a Registration Statement on Form S-11 or such other form under the Securities Act then available to the Trust providing for the initial public offering of common shares of the Trust (the “ IPO Registration Statement ”), or (ii) the Trust’s common

shares have not been listed for trading on a national securities exchange within 180 days after the Shelf Filing Date (as such term is defined in the Registration Rights Agreement), as such date may be deferred pursuant to the Registration Rights Agreement, (the “ Trigger Date ”), then a special meeting of shareholders shall be called in accordance with the provisions hereof (the “ Special Election Meeting ”); provided that the requirement to hold a Special Election Meeting may be waived or deferred upon the Company’s receipt of the consent, at a duly called meeting or by written or electronic consent, of the holders of at least 75% of the outstanding Registrable Shares (other than any Registrable Shares held by the Trust’s “executive officers” (as that term is defined in Rule 3b-7 under the Exchange Act)). The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than 30 days after the Trigger Date.

If the Trust has filed an IPO Registration Statement prior to the effective date of the Shelf Registration Statement and has used or is using commercially reasonable efforts to complete such initial public offering, the Trust shall have the right to defer the effectiveness of the Shelf Registration Statement until sixty days after the closing date of such initial public offering. However, if such initial public offering is not completed by November 21, 2015, the Trust shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable thereafter but in no event later than sixty days following November 21, 2015.

Section 2.

Purposes of Meeting.

The Special Election Meeting shall be called solely for the purposes of: (a) considering and voting upon proposals to remove each then-serving trustee of the Trust; and (b) electing such number of trustees as there are then vacancies on the Board of Trustees, including any vacancies created pursuant to this Article XV. The removal of any trustee pursuant to this Article XV shall be effective immediately upon the receipt of the final report by the officer presiding over the Special Election Meeting of the result of the vote on the proposal to remove any such trustee.

Section 3.

Nominations.

Nominations of individuals for election to the Board of Trustees at the Special Election Meeting may only be made (a) by or at the direction of the Board of Trustees or (b) upon receipt by the Trust of written notice of holders of common shares of the Trust entitled to cast, or direct the casting of, not less than 20% of all the votes entitled to be cast at the Special Election Meeting (the “ Holders ”) and containing the information specified by Section 4 of this Article XV and any other information required by these Bylaws in order to nominate an individual for election as a trustee of the Trust. Each individual whose nomination is made in accordance with this Section 3 is hereinafter referred to as a “ Special Election Meeting Nominee .”

Section 4.

Procedure for Shareholder Nominations.

For nominations of individuals for election to the Board of Trustees to be properly brought before the Special Election Meeting pursuant to Section 3 of this Article XV, the Holders must have given notice thereof in writing to the Secretary not later than 5:00 p.m., Pacific Standard Time, on the 10th calendar day after the Trigger Date. Such notice shall include each such proposed Special Election Meeting Nominee’s written consent to serve as a trustee, if elected, and shall specify:

(a) as to each proposed Special Election Meeting Nominee, the name, age, business address and residence address of such proposed Special Election Meeting Nominee and all other information relating to such proposed Special Election Meeting Nominee that would be required, pursuant to Regulation 14A promulgated under the Exchange Act (or any successor provision), to be disclosed in a contested solicitation of proxies with respect to the election of such individual as a trustee; and

(b) as to each Holder giving the notice, the class, series and number of all common shares of the Trust that are owned by such Holder, beneficially or of record.

Section 5.

Notice.

Not less than 15 nor more than 25 days before the Special Election Meeting, the Secretary shall give to each shareholder entitled to vote at, or to receive notice of, such Special Election Meeting at such shareholder’s address as it appears in the records of the Trust, notice in writing setting forth (i) the time and place of the Special Election Meeting, (ii) the purposes for which the Special Election Meeting has been called and (iii) the name of each Special Election Meeting Nominee.

Section 6.

Conditions for Removal of Article XV.

Notwithstanding the restrictions set forth in Article XIV hereof, if (i) a Special Election Meeting has been called and has taken place in accordance with the provisions of this Article XV or (ii) (x) the Shelf Registration Statement has been declared effective or the Trust has completed an initial public offering of its common shares and (y) the common shares of the Trust have been listed for trading on a national securities exchange, then this Article XV shall have no further force or effect and shall be removed from these Bylaws without further action by the Board of Trustees or the assent or vote of the shareholders of the Trust.

The foregoing Amended & Restated Bylaws were adopted by the Board of Trustees on June 24, 2013.



		/s/ Sara Vogt-Lowell
		Sara Vogt-Lowell, Secretary

Exhibit 10.1

AGREEMENT OF LIMITED PARTNERSHIP

AMERICAN HOMES 4 RENT, L.P.

TABLE OF CONTENTS


		Page
ARTICLE I DEFINED TERMS		1

ARTICLE II ORGANIZATIONAL MATTERS		15
Section 2.1	Organization	15
Section 2.2	Name	16
Section 2.3	Registered Office And Agent; Principal Office	16
Section 2.4	Term	16

ARTICLE III PURPOSE		16
Section 3.1	Purpose And Business	16
Section 3.2	Powers	17

ARTICLE IV CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS		17
Section 4.1	Capital Contributions Of The Partners	17
Section 4.2	Issuances Of Partnership Interests	18
Section 4.3	No Preemptive Rights	19
Section 4.4	Other Contribution Provisions	19
Section 4.5	No Interest On Capital	19
Section 4.6	LTIP Units	20
Section 4.7	Conversion of LTIP Units.	22

ARTICLE V DISTRIBUTIONS		25
Section 5.1	Requirement And Characterization Of Distributions	25
Section 5.2	Amounts Withheld	28
Section 5.3	Distributions Upon Liquidation	28
Section 5.4	Revisions To Reflect Issuance Of Partnership Interests	28

ARTICLE VI ALLOCATIONS		28
Section 6.1	Allocations For Capital Account Purposes	28
Section 6.2	Revisions To Allocations To Reflect Issuance Of Partnership Interests	31

ARTICLE VII MANAGEMENT AND OPERATIONS OF BUSINESS		31
Section 7.1	Management	31
Section 7.2	Certificate of Limited Partnership	35
Section 7.3	Title to Partnership Assets	36
Section 7.4	Reimbursement of the General Partner	36
Section 7.5	Outside Activities of the General Partner; Relationship of Shares to Partnership Units; Funding Debt	39


Section 7.6	Transactions With Affiliates	41
Section 7.7	Indemnification	42
Section 7.8	Liability of the General Partner	44
Section 7.9	Other Matters Concerning the General Partner	45
Section 7.10	Reliance By Third Parties	46
Section 7.11	Restrictions on General Partner’s Authority	46
Section 7.12	Loans by Third Parties	46

ARTICLE VIII RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS		47
Section 8.1	Limitation of Liability	47
Section 8.2	Management of Business	47
Section 8.3	Outside Activities of Limited Partners	47
Section 8.4	Return of Capital	47
Section 8.5	Rights of Limited Partners Relating to the Partnership	48
Section 8.6	Redemption Right	49

ARTICLE IX BOOKS, RECORDS, ACCOUNTING AND REPORTS		52
Section 9.1	Records and Accounting	52
Section 9.2	Fiscal Year	53
Section 9.3	Reports	53

ARTICLE X TAX MATTERS		53
Section 10.1	Preparation of Tax Returns	53
Section 10.2	Tax Elections	53
Section 10.3	Tax Matters Partner	54
Section 10.4	Organizational Expenses	55
Section 10.5	Withholding	55

ARTICLE XI TRANSFERS AND WITHDRAWALS		56
Section 11.1	Transfer	56
Section 11.2	Transfers of Partnership Interests of General Partner	57
Section 11.3	Limited Partners’ Rights to Transfer	58
Section 11.4	Substituted Limited Partners	60
Section 11.5	Assignees	60
Section 11.6	General Provisions	61

ARTICLE XII ADMISSION OF PARTNERS		63
Section 12.1	Admission of a Successor General Partner	63
Section 12.2	Admission of Additional Limited Partners	63
Section 12.3	Amendment of Agreement and Certificate of Limited Partnership	64



ARTICLE XIII DISSOLUTION AND LIQUIDATION		64
Section 13.1	Dissolution	64
Section 13.2	Winding Up	65
Section 13.3	Compliance With Timing Requirements of Regulations; Restoration of Deficit Capital Accounts	66
Section 13.4	Rights of Limited Partners	68
Section 13.5	Notice of Dissolution	68
Section 13.6	Cancellation of Certificate of Limited Partnership	68
Section 13.7	Reasonable Time for Winding Up	68
Section 13.8	Waiver of Partition	68
Section 13.9	Liability Of Liquidator	68

ARTICLE XIV AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS		69
Section 14.1	Amendments	69
Section 14.2	Meetings of the Partners	71

ARTICLE XV GENERAL PROVISIONS		72
Section 15.1	Addresses and Notice	72
Section 15.2	Titles and Captions	72
Section 15.3	Pronouns And Plurals	72
Section 15.4	Further Action	72
Section 15.5	Binding Effect	72
Section 15.6	Creditors	72
Section 15.7	Waiver	73
Section 15.8	Counterparts	73
Section 15.9	Applicable Law	73
Section 15.10	Invalidity Of Provisions	73
Section 15.11	Power Of Attorney	73
Section 15.12	Entire Agreement	74
Section 15.13	No Rights As Shareholders	75
Section 15.14	Limitation To Preserve REIT Status	75

List of Exhibits:

Exhibit A – Partner Registry

Exhibit B – Capital Account Maintenance

Exhibit C – Special Allocation Rules

Exhibit D – Notice of Redemption

Exhibit F – Notice of Election by Partner to Convert LTIP Units into Class A Units

Exhibit G – Notice of Election by Partnership to Force Conversion of LTIP Units into Class A Units

iii

AGREEMENT OF LIMITED PARTNERSHIP

AMERICAN HOMES 4 RENT, L.P.

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of November 21, 2012, is entered into by and among American Homes 4 Rent, a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in American Homes 4 Rent, L.P. (the “ Partnership ”) as provided herein.

WHEREAS, on October 22, 2012, the General Partner formed the Partnership as a limited partnership pursuant to Delaware law by the filing of the Certificate of Limited Partnership with the Delaware Secretary of State.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, as follows:

ARTICLE I

DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Act ” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such statute.

“ Additional Limited Partner ” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 12.2 hereof and who is shown as a Limited Partner on the Partner Registry.

“ Adjusted Capital Account ” means the Capital Account maintained for each Partner as of the end of each Fiscal Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Adjusted Capital Account Deficit ” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant Fiscal Year.

“ Adjusted Property ” means any property the Carrying Value of which has been adjusted pursuant to Exhibit B .

“ Adjustment Event ” has the meaning set forth in Section 4.6.A(i) .

“ Affiliate ” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (iv) any officer, director, general partner or trustee of such Person or any Person referred to in clauses (i), (ii), and (iii) above. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Aggregate DRO Amount ” means the aggregate balances of the DRO Amounts, if any, of all DRO Partners, if any, as determined on the date in question.

“ Agreed Value ” means (i) in the case of any Contributed Property, the Section 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed as determined under Section 752 of the Code and the regulations thereunder; and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution.

“ Agreement ” means this Agreement of Limited Partnership, as it may be amended, supplemented or restated from time to time.

“ Assignee ” means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5 .

“ Available Cash ” means, with respect to any period for which such calculation is being made:

(a)

all cash revenues and funds received by the Partnership from whatever source (excluding the proceeds of any Capital Contribution, unless otherwise determined by the General Partner in its sole and absolute discretion) plus the amount of any reduction (including, without limitation, a reduction resulting because the General Partner determines such amounts are no longer necessary) in reserves of the Partnership, which reserves are referred to in clause (b)(iv) below;

(b)

less the sum of the following (except to the extent made with the proceeds of any Capital Contribution):

(i)

all interest, principal and other debt-related payments made during such period by the Partnership,

(ii)

all cash expenditures (including capital expenditures) made by the Partnership during such period,

(iii)

investments in any entity (including loans made thereto) to the extent that such investments are permitted under this Agreement and are not otherwise described in clauses (b)(i) or (ii), and

(iv)

the amount of any increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion (including any reserves that may be necessary or appropriate to account for distributions required with respect to Partnership Interests having a preference over other classes of Partnership Interests).

(c)

with any other adjustments as determined by the General Partner, in its sole and absolute discretion.

Notwithstanding the foregoing, after commencement of the dissolution and liquidation of the Partnership, Available Cash shall not include any cash received or reductions in reserves and shall not take into account any disbursements made or reserves established.

“ Book-Tax Disparities ” means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, NY are authorized or required by law to close.

“ Capital Account ” means the Capital Account maintained for a Partner pursuant to Exhibit B . The initial Capital Account balance for each Partner who is a Partner on the date hereof shall be the amount set forth opposite such Partner’s name on the Partner Registry.

“ Capital Account Limitation ” has the meaning set forth in Section 4.7.B hereof.

“ Capital Contribution ” means, with respect to any Partner, any cash and the Agreed Value of Contributed Property which such Partner contributes or is deemed to contribute to the Partnership.

“ Carrying Value ” means (i) with respect to a Contributed Property or Adjusted Property, the Section 704(c) Value of such property reduced (but not below zero) by all Depreciation with respect to such Contributed Property or Adjusted Property, as the case may be, charged to the Partners’ Capital Accounts and (ii) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Exhibit B , and to reflect changes, additions (including capital improvements thereto) or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“ Cash Amount ” means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

“ Certificate of Limited Partnership ” means the Certificate of Limited Partnership relating to the Partnership filed in the office of the Delaware Secretary of State, as amended from time to time in accordance with the terms hereof and the Act.

“ Charter ” means the Declaration of Trust of the General Partner filed with the Maryland State Department of Assessments and Taxation, as amended, supplemented, or restated from time to time.

“ Class A ” has the meaning set forth in Section 5.1.C .

“ Class A Cash ” has the meaning set forth in Section 5.1.C .

“ Class A Unit ” means any Partnership Unit that is not specifically designated by the General Partner as being of another specified class of Partnership Units.

“ Class A Unit Distribution ” has the meaning set forth in Section 4.6.A hereof.

“ Class A Unit Economic Balance ” has the meaning set forth in Section 6.1.E hereof.

“ Class A Unit Transaction ” has the meaning set forth in Section 4.7.F hereof.

“ Class B ” has the meaning set forth in Section 5.1.C .

“ Class B Cash ” has the meaning set forth in Section 5.1.C .

“ Class B Unit ” means a Partnership Unit that is specifically designated by the General Partner as being a Class B Unit.

“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“ Consent ” means the consent or approval of a proposed action by a Partner given in accordance with Article XIV .

“ Consent of the Outside Limited Partners ” means the Consent of Limited Partners (excluding for this purpose (i) any Limited Partner Interests held by the General Partner or the General Partner Entity, (ii) any Person of which the General Partner or the General Partner Entity directly or indirectly owns or controls more than fifty percent (50%) of the voting interests and (iii) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity) holding Partnership Interests representing more than fifty percent (50%) of the Percentage Interest of the Class A Units of all Limited Partners which are not excluded pursuant to (i), (ii) and (iii) above.

“ Constituent Person ” has the meaning set forth in Section 4.7.F hereof.

“ Contributed Property ” means each property or other asset contributed to the Partnership, in such form as may be permitted by the Act, but excluding cash contributed or deemed contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Exhibit B , such property shall no longer constitute a Contributed Property for purposes of Exhibit B , but shall be deemed an Adjusted Property for such purposes.

“ Conversion Date ” has the meaning set forth in Section 4.7.B hereof.

“ Conversion Factor ” means 1.0; provided , however , that, if the General Partner Entity (i) declares or pays a dividend on its outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in Shares and does not make a corresponding distribution on Class A Units in Class A Units, (ii) subdivides its outstanding Shares and does not make a corresponding subdivision of Class A Units, or (iii) combines its outstanding Shares into a smaller number of Shares and does not make a corresponding combination of Class A Units, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination; and provided further that if an entity shall cease to be the General Partner Entity (the “ Predecessor Entity ”) and another entity shall become the General Partner Entity (the “ Successor Entity ”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which is the Value of one Share of the Predecessor Entity, determined as of the date when the Successor Entity becomes the General Partner Entity, and the denominator of which is the Value of one Share of the Successor Entity, determined as of that same date. (For purposes of the second proviso in the preceding sentence, if any shareholders of the Predecessor Entity will receive consideration in connection with the transaction in which the Successor Entity becomes the General Partner Entity, the numerator in the fraction described above for determining the adjustment to the Conversion Factor (that is, the Value of one Share of the Predecessor Entity) shall be the sum of the greatest amount of cash and the fair market value (as determined in good faith by the General Partner) of any securities and

other consideration that the holder of one Share in the Predecessor Entity could have received in such transaction (determined without regard to any provisions governing fractional shares).) Any adjustment to the Conversion Factor shall become effective immediately after the effective date of the event retroactive to the record date, if any, for the event giving rise thereto, it being intended that (x) adjustments to the Conversion Factor are to be made to avoid unintended dilution or anti-dilution as a result of transactions in which Shares are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of Partnership Units and (y) if a Specified Redemption Date shall fall between the record date and the effective date of any event of the type described above, that the Conversion Factor applicable to such redemption shall be adjusted to take into account such event.

“ Conversion Notice ” has the meaning set forth in Section 4.7.B hereof.

“ Conversion Right ” has the meaning set forth in Section 4.7.A hereof.

“ Convertible Funding Debt ” has the meaning set forth in Section 7.5.F .

“ Debt ” means, as to any Person, as of any date of determination, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person, (iii) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof, and (iv) obligations of such Person incurred in connection with entering into a lease which, in accordance with generally accepted accounting principles, should be capitalized.

“ Depreciation ” means, for each Fiscal Year, an amount equal to the U.S. federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for U.S. federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided , however , that if the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.

“ Distribution Period ” has the meaning set forth in Section 5.1.C .

“ DRO Amount ” means the amount specified in the DRO Registry with respect to any DRO Partner, as such DRO Registry may be amended from time to time.

“ DRO Partner ” means a Partner who has agreed in writing to be a DRO Partner and has agreed and is obligated to make certain contributions, not in excess of such DRO Partner’s DRO Amount, to the Partnership with respect to any deficit balance in such Partner’s Capital Account upon the occurrence of certain events. A DRO Partner who is obligated to make any such contribution only upon liquidation of the Partnership shall be designated in the DRO Registry as a Part I DRO Partner and a DRO Partner who is obligated to make any such contribution to the Partnership either upon liquidation of the Partnership or upon liquidation of such DRO Partner’s Partnership Interest shall be designated in the DRO Registry as a Part II DRO Partner.

“ DRO Registry ” means the DRO Registry maintained by the General Partner in the books and records of the Partnership containing substantially the same information as would be necessary to complete the Form of DRO Registry attached hereto as Exhibit E .

“ Effective Date ” means the date of the closing of the General Partner’s initial public offering.

“ Economic Capital Account Balances ” has the meaning set forth in Section 6.1.E hereof.

“ Equity Incentive Plan ” means any equity incentive or compensation plan hereafter adopted by the Partnership or the General Partner, including, without limitation, the American Homes 4 Rent Equity Incentive Plan.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fiscal Year ” means the fiscal year of the Partnership, which shall be the calendar year as provided in Section 9.2 .

“ Forced Conversion ” has the meaning set forth in Section 4.7.C hereof.

“ Forced Conversion Notice ” has the meaning set forth in Section 4.7.C hereof.

“ Funding Debt ” means any Debt incurred for the purpose of providing funds to the Partnership by or on behalf of the General Partner, the General Partner Entity, or any wholly owned subsidiary of either the General Partner or the General Partner Entity.

“ General Partner ” means American Homes 4 Rent, a Maryland real estate investment trust, or its successor or permitted assignee, as general partner of the Partnership.

“ General Partner Entity ” means the General Partner; provided , however , that if (i) the common shares of beneficial interest (or other comparable equity interests) of the General Partner are at any time not Publicly Traded and (ii) the common shares of beneficial interest (or other comparable equity interests) of an entity that owns, directly or indirectly, fifty percent (50%) or more of the common shares of beneficial interest (or other comparable equity interests) of the General Partner are Publicly Traded, the term “General Partner Entity” shall refer to such entity whose common shares of beneficial interest (or other comparable equity securities) are Publicly Traded. If both requirements set forth in clauses (i) and (ii) above are not satisfied, then the term “General Partner Entity” shall mean the General Partner.

“ General Partner Interest ” means a Partnership Interest held by the General Partner that is not designated a Limited Partner Interest. A General Partner Interest may be expressed as a number of Partnership Units.

“ General Partner Payment ” has the meaning set forth in Section 15.14 hereof.

“ IRS ” means the Internal Revenue Service, which administers the internal revenue laws of the United States.

“ Immediate Family ” means, with respect to any natural Person, such natural Person’s spouse, parents, descendants, nephews, nieces, brothers, and sisters.

“ Incapacity ” or “ Incapacitated ” means, (i) as to any individual who is a Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating such Partner incompetent to manage his or her Person or estate, (ii) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter, (iii) as to any partnership or limited liability company which is a Partner, the dissolution and commencement of winding up of the partnership or limited liability company, (iv) as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership, (v) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee) or (vi) as to any Partner, the bankruptcy of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect, (b) the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner, (c) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors, (d) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (b) above, (e) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner’s properties, (f) any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof, (g) the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment or (h) an appointment referred to in clause (g) is not vacated within ninety (90) days after the expiration of any such stay.

“ Indemnitee ” means (i) any Person made a party to a proceeding by reason of its status as (A) the General Partner, (B) the General Partner Entity, (C) a Limited Partner, or (D) a trustee, director or officer of the Partnership, the General Partner or the General Partner Entity and (ii) such other Persons (including Affiliates of the General Partner or the General Partner Entity, a Limited Partner or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“ Limited Partner ” means any Person named as a Limited Partner in the Partner Registry or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“ Limited Partner Interest ” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Units.

“ Liquidating Event ” has the meaning set forth in Section 13.1 .

“ Liquidating Gains ” has the meaning set forth in Section 6.1.E hereof.

“ Liquidator ” has the meaning set forth in Section 13.2.A .

“ LTIP Units ” means a Partnership Unit which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.6 hereof and elsewhere in this Agreement in respect of holders of LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A , as it may be amended or restated from time to time.

“ LTIP Unitholder ” means a Partner that holds LTIP Units.

“ LV Safe Harbor ,” “ LV Safe Harbor Election , ” and “ LV Safe Harbor Interest ” each has the meaning set forth in Section 10.2.B hereof.

“ Net Income ” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Exhibit B . If an item of income, gain, loss or deduction that has been included in the initial computation of Net Income is subjected to the special allocation rules in Exhibit C , Net Income or the resulting Net Loss, whichever the case may be, shall be recomputed without regard to such item.

“ Net Loss ” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Exhibit B . If an item of income, gain, loss or deduction that has been included in the initial computation of Net Loss is subjected to the special allocation rules in Exhibit C , Net Loss or the resulting Net Income, whichever the case may be, shall be recomputed without regard to such item.

“ New Securities ” means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase Shares, excluding grants under any Share Option Plan, or (ii) any Debt issued by the General Partner Entity that provides any of the rights described in clause (i).

“ Nonrecourse Built-in Gain ” means, with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or negative pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 2.B of Exhibit C if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

“ Nonrecourse Deductions ” has the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Fiscal Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“ Nonrecourse Liability ” has the meaning set forth in Regulations Section 1.752-1(a)(2).

“ Notice of Redemption ” means a Notice of Redemption substantially in the form of Exhibit D .

“ Operating Entity ” has the meaning set forth in Section 7.4.F hereof.

“ Partner ” means the General Partner or a Limited Partner, and “ Partners ” means the General Partner and the Limited Partners.

“ Partner Minimum Gain ” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“ Partner Nonrecourse Debt ” has the meaning set forth in Regulations Section 1.704-2(b)(4).

“ Partner Nonrecourse Deductions ” has the meaning set forth in Regulations Section 1.704-2(i), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Fiscal Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

“ Partner Registry ” means the Partner Registry maintained by the General Partner in the books and records of the Partnership, which contains substantially the same information as would be necessary to complete the form of the Partner Registry attached hereto as Exhibit A .

“ Partnership ” has the meaning set forth in the recitals hereto.

“ Partnership Approval ” means approval obtained when the sum of the (1) the percentage interest of Partners consenting to the Termination Transaction, plus (2) the product of (a) the percentage of the outstanding Class A units held by the General Partner Entity multiplied by (b) the percentage of the votes that were cast in favor of the Termination Transaction by the holders of the Shares equals or exceeds the percentage required for the General Partner Entity’s shareholders to approve the Termination Transaction.

“ Partnership Interest ” means a Limited Partner Interest, a General Partner Interest or LTIP Units, to the extent the General Partner has awarded LTIP Units to its employees pursuant to an incentive plan, and includes any and all benefits to which the holder of such a partnership interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Partnership Units.

“ Partnership Minimum Gain ” has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Fiscal Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

“ Partnership Record Date ” means the record date established by the General Partner either (i) for the distribution of Available Cash pursuant to Section 5.1 hereof, which record date shall be the same as the record date established by the General Partner Entity for a distribution to its shareholders of some or all of its portion of such distribution, or (ii) if applicable, for determining the Partners entitled to vote on or Consent to any proposed action for which the Consent or approval of the Partners is sought pursuant to Section 14.2 hereof.

“ Partnership Unit ” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Sections 4.1 and 4.2 , and includes Class A Units, Class B Units, LTIP Units and any other classes or series of Partnership Units established after the date hereof. The number of Partnership Units outstanding and the Percentage Interests in the Partnership represented by such Partnership Units are set forth in the Partner Registry.

“ Percentage Interest ” means, as to a Partner holding a class of Partnership Interests, its interest in such class, determined by dividing the Partnership Units of such class owned by such Partner by the total number of Partnership Units of such class then outstanding. For purposes of determining the Percentage Interest of the Class A Units at any time when there are Class B Units outstanding, all Class B Units shall be treated as Class A Units.

“ Person ” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“ Predecessor Entity ” has the meaning set forth in the definition of “ Conversion Factor ” herein.

“ Publicly Traded ” means listed or admitted to trading on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or any successor to any of the foregoing.

“ Qualified Assets ” means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other

entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner Entity or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

“ Qualified REIT Subsidiaries ” means any Subsidiary of the General Partner Entity that is a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code.

“ Recapture Income ” means any gain recognized by the Partnership (computed without regard to any adjustment pursuant to Section 754 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized either as ordinary income or as “unrecaptured Section 1250 gain” (as defined in Section 1(h)(6) of the Code) because it represents the recapture of depreciation deductions previously taken with respect to such property or asset.

“ Recourse Liabilities ” means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

“ Redeeming Partner ” has the meaning set forth in Section 8.6.A .

“ Redemption Amount ” means either the Cash Amount or the Shares Amount, as determined by the General Partner, in its sole and absolute discretion; provided , however , that if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount. A Redeeming Partner shall have no right, without the General Partner’s consent, in its sole and absolute discretion, to receive the Redemption Amount in the form of the Shares Amount.

“ Redemption Right ” has the meaning set forth in Section 8.6.A .

“ Regulations ” means the Treasury Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ REIT ” means an entity that qualifies as a real estate investment trust under the Code.

“ REIT Requirements ” has the meaning set forth in Section 5.1.A .

“ Residual Gain ” or “ Residual Loss ” means any item of gain or loss, as the case may be, of the Partnership recognized for U.S. federal income tax purposes resulting from a sale, exchange or other disposition of Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate Book-Tax Disparities.

“ Safe Harbor ” has the meaning set forth in Section 11.6.F .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Section 704(c) Value ” of any Contributed Property means the fair market value of such property at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt; provided , however , subject to Exhibit B , the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the Section 704(c) Value of Contributed Properties in a single or integrated transaction among each separate property on a basis proportional to its fair market values.

“ Share ” means a common share of beneficial interest (or other comparable equity interest) of the General Partner Entity. Shares may be issued in one or more classes or series in accordance with the terms of the Charter (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity). Shares issued in lieu of the Cash Amount by the Partnership or General Partner may be either registered or unregistered Shares at the option of the General Partner or Partnership. If there is more than one class or series of Shares, the term “ Shares ” shall, as the context requires, be deemed to refer to the class or series of Shares that corresponds to the class or series of Partnership Interests for which the reference to Shares is made. When used with reference to Class A Units, the term “ Shares ” refers to common shares of beneficial interest (or other comparable equity interest) of the General Partner Entity.

“ Share Option Plan ” means any equity incentive plan of the General Partner, the General Partner Entity, the Partnership and/or any Affiliate of the Partnership.

“ Shares Amount ” means a number of Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner times the Conversion Factor; provided , however , that, if the General Partner Entity issues to holders of Shares securities, rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase Shares or any other securities or property (collectively, the “ rights ”), then the Shares Amount shall also include such rights that a holder of that number of Shares would be entitled to receive unless the Partnership issues corresponding rights to holders of Partnership Units.

“ Specified Redemption Date ” means the tenth Business Day after the Valuation Date or such shorter period as the General Partner, in its sole and absolute discretion, may determine; provided , however , that, if the Shares are not Publicly Traded, the Specified Redemption Date means the thirtieth Business Day after receipt by the General Partner of a Notice of Redemption.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, trust, partnership or joint venture, or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“ Substituted Limited Partner ” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4 and who is shown as a Limited Partner in the Partner Registry.

“ Successor Entity ” has the meaning set forth in the definition of “ Conversion Factor ” herein.

“ Surviving Partnership ” has the meaning set forth in Section 11.2.B(ii) .

“ Termination Transaction ” has the meaning set forth in Section 11.2.B .

“ Unrealized Gain ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the fair market value of such property (as determined under Exhibit B ) as of such date, over (ii) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B ) as of such date.

“ Unrealized Loss ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B ) as of such date, over (ii) the fair market value of such property (as determined under Exhibit B ) as of such date.

“ Unvested LTIP Units ” has the meaning set forth in Section 4.6.C hereof.

“ Valuation Date ” means the date of receipt by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the first Business Day thereafter.

“ Value ” means, with respect to one Share of a class of outstanding Shares of the General Partner Entity that are Publicly Traded, the average of the daily market price for the ten consecutive trading days immediately preceding the date with respect to which value must be determined. The market price for each such trading day shall be the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day. If the outstanding Shares of the General Partner Entity are Publicly Traded and the Shares Amount includes, in addition to the Shares, rights or interests that a holder of Shares has received or would be entitled to receive, then the Value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. If the Shares of the General Partner Entity are not Publicly Traded, the Value of the Shares Amount per Partnership Unit tendered for redemption (which will be the Cash Amount per Partnership Unit offered for redemption payable pursuant to Section 8.6.A ) means the amount that a holder of one Partnership Unit would receive if each of the assets of the Partnership were to be sold for its fair market value on the Specified Redemption Date, the Partnership were to pay all of its outstanding liabilities, and the remaining proceeds were to be distributed to the Partners in accordance with the terms of this Agreement. Such Value shall be determined by the General Partner, acting in good faith and based upon a commercially reasonable estimate of the amount

that would be realized by the Partnership if each asset of the Partnership (and each asset of each partnership, limited liability company, trust, joint venture or other entity in which the Partnership owns a direct or indirect interest) were sold to an unrelated purchaser in an arms’ length transaction where neither the purchaser nor the seller were under economic compulsion to enter into the transaction (without regard to any discount in value as a result of the Partnership’s minority interest in any property or any illiquidity of the Partnership’s interest in any property).

“ Vested LTIP Units ” has the meaning set forth in Section 4.6.C hereof.

“ Vesting Agreement ” means each or any, as the context implies, agreement or instrument entered into by a holder of LTIP Units upon acceptance of an award of LTIP Units under an Equity Incentive Plan.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1 Organization

A. Organization, Status and Rights . The Partnership is a limited partnership organized pursuant to the provisions of the Act and upon the terms and conditions set forth herein. The Partners hereby confirm and agree to their status as partners of the Partnership and to conduct the business of the Partnership on the terms set forth in this Agreement. Except as expressly provided herein, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

B. Qualification of Partnership . The Partners (i) agree that if the laws of any jurisdiction in which the Partnership transacts business so require, the appropriate officers or other authorized representatives of the Partnership shall file, or shall cause to be filed, with the appropriate office in that jurisdiction, any documents necessary for the Partnership to qualify to transact business under such laws; and (ii) agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate of Limited Partnership as may be required, either by the Act, by the laws of any jurisdiction in which the Partnership transacts business, or by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Partnership as a limited partnership under the Act.

C. Representations . Each Partner represents and warrants that such Partner is duly authorized to execute, deliver and perform its obligations under this Agreement and that the Person, if any, executing this Agreement on behalf of such Partner is duly authorized to do so and that this Agreement is binding on and enforceable against such Partner in accordance with its terms.

Section 2.2 Name

The name of the Partnership shall be American Homes 4 Rent, L.P. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of any of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

Section 2.3 Registered Office And Agent; Principal Office

The address of the registered office of the Partnership in the State of Delaware shall be located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904 and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be National Registered Agents, Inc. The principal office of the Partnership shall be at 22917 Pacific Coast Highway, Suite 300, Malibu, CA 90265, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

Section 2.4 Term

The term of the Partnership commenced on November 21, 2012, and shall continue until dissolved pursuant to the provisions of Article XIII or as otherwise provided by law.

ARTICLE III

PURPOSE

Section 3.1 Purpose And Business

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act; (ii) to enter into any corporation, partnership, joint venture, trust, limited liability company or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged, directly or indirectly, in any of the foregoing; and (iii) to do anything necessary or incidental to the foregoing; provided , however , that any business shall be limited to and conducted in such a manner as to permit the General Partner and, if different, the General Partner Entity, at all times to be classified as a REIT, unless the General Partner or General Partner Entity, as applicable, in its sole and absolute discretion has chosen to cease to qualify as a REIT or has chosen not to attempt to qualify as a REIT for any reason or reasons whether or not related to the business conducted by the Partnership. In connection with the foregoing, and without limiting the General Partner or the General Partner Entity’s right, in its sole and absolute discretion, to cease qualifying as a REIT, the Partners acknowledge that the status of the General Partner Entity as a REIT inures to the benefit of all the Partners and not solely to the General Partner, the General Partner Entity or their Affiliates.

Section 3.2 Powers

The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and develop real property, and lease, sell, transfer and dispose of real property; provided , however , that the Partnership shall not take, or shall refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion, (i) could adversely affect the ability of the General Partner Entity to continue to qualify as a REIT, (ii) could subject the General Partner Entity to any taxes under Section 857 or Section 4981 of the Code, or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over either the General Partner or the General Partner Entity or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing.

ARTICLE IV

CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS

Section 4.1 Capital Contributions Of The Partners

A. Capital Contributions . Prior to or concurrently with the execution of this Agreement, the Partners have made the Capital Contributions as set forth in the Partner Registry. On the date hereof, the Partners own Partnership Units in the amounts set forth in the Partner Registry and have Percentage Interests in the Partnership as set forth in the Partner Registry. On the Effective Date, certain Partners will make Capital Contributions to the Partnership, and the General Partner will update the Partner Registry to reflect the Capital Contributions made by each Partner, the Partnership Units assigned to each Partner and the Percentage Interest in the Partnership represented by such Partnership Units. The number of Partnership Units and Percentage Interest shall be adjusted in the Partner Registry from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest occurring after the Effective Date and in accordance with the terms of this Agreement.

B. General Partnership Interest . Except for any Partnership Units designated as Limited Partner Interests by the General Partner, the Partnership Units held by the General Partner shall be the General Partner Interest of the General Partner.

C. Except as provided in Sections 7.5 , 10.5 , and 13.3 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Section 4.2 Issuances Of Partnership Interests

A. General . The General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership or any of its Subsidiaries) Partnership Units or other Partnership Interests in one or more classes, or in one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to one or more other classes of Partnership Interests, all as shall be determined, subject to applicable Delaware law, by the General Partner in its sole and absolute discretion, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, (iv) the rights, if any, of each such class to vote on matters that require the vote or Consent of the Limited Partners, and (v) the consideration, if any, to be received by the Partnership; provided , however , that no such Partnership Units or other Partnership Interests shall be issued to the General Partner unless (a) the Partnership Interests are issued in connection with the grant, award or issuance of Shares or other equity interests in the General Partner Entity (including a transaction described in Section 7.4.F ) having designations, preferences and other rights such that the economic interests attributable to such Shares or other equity interests are substantially similar to the designations, preferences and other rights (except voting rights) of the Partnership Interests issued to the General Partner in accordance with this Section 4.2.A , and the General Partner contributes to the Partnership the proceeds from the issuance of Share or equity received by the General Partner as required pursuant to Section 7.5.D , (b) the General Partner makes an additional Capital Contribution to the Partnership, or (c) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. If the Partnership issues Partnership Interests pursuant to this Section 4.2.A , the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4 , Section 6.2 and Section 8.6 ) as it deems necessary to reflect the issuance of such Partnership Interests. The designation of any newly issued class or series of Partnership Interests may provide a formula for treating such Partnership Interests solely for purposes of voting on or consenting to any matter that requires the vote or Consent of the Limited Partners as set forth in one or more of Sections 7.1 , 7.5.A , 7.11 , 13.1(i) , 13.1(vi) , 14.1.A , 14.1.C , 14.2.A , and 14.2.B of this Agreement as the equivalent of a specified number (including any fraction thereof) of Class A Units. Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interests of the Partnership.

B. Classes of Partnership Units . On the Effective Date, the Partnership shall have three classes of Partnership Units, entitled “Class A Units,” “Class B Units,” and “LTIP Units,” and such additional classes of Partnership Units as may be created by the General Partner pursuant to Sections 4.2.A and 4.2.B . Class A Units, Class B Units, or a class of Partnership Interests created pursuant to Sections 4.2.A or 4.2.B , at the election of the General Partner, in its sole and absolute discretion, may be issued to newly admitted Partners in exchange for the contribution by such Partners of cash, real estate partnership interests, stock, notes or other assets or consideration; provided , however , that any Partnership Unit that is not specifically designated by the General Partner as being of a particular class shall be deemed to be a Class A Unit. Each Class B Unit shall be converted automatically into a corresponding series of Class A Unit on the day immediately following the Partnership Record Date for the Distribution Period in which such Class B Unit was issued, without the requirement for any action by the General Partner, the Partnership or the Partner holding the Class B Unit. The issuance and terms of any LTIP Units shall be in accordance with Section 4.6 .

Section 4.3 No Preemptive Rights

Except to the extent expressly granted by the Partnership pursuant to another agreement, no Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership or (ii) issuance or sale of any Partnership Units or other Partnership Interests.

Section 4.4 Other Contribution Provisions

A. General . If any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, such transaction shall be treated by the Partnership and the affected Partner (and set forth in the Partner Registry) as if the Partnership had compensated such Partner in cash, and the Partner had made a Capital Contribution of such cash to the capital of the Partnership.

B. Mergers . To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership, Persons who receive Partnership Interests in exchange for their interest in the Person merging into the Partnership or with or into a Subsidiary of the Partnership shall be deemed to have been admitted as Additional Limited Partners pursuant to Section 12.2 and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement (or if not so provided, as determined by the General Partner in its sole and absolute discretion) and as set forth in the Partner Registry.

Section 4.5 No Interest On Capital

No Partner shall be entitled to interest on its Capital Contributions or its Capital Account.

Section 4.6 LTIP Units

A. Issuance of LTIP Units . The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership or the General Partner, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section 4.6 and the special provisions of Sections 4.7 and 6.1.E , LTIP Units shall be treated as Class A Units, with all of the rights, privileges and obligations attendant thereto (or, if so designated by the General Partner in connection with the issuance thereof, as Class B Units for the quarter in which such LTIP Units are issued). For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Class A Unit holders and LTIP Units shall be treated as Class A Units. In particular, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Class A Units for conversion, distribution and other purposes, including, without limitation, complying with the following procedures:

(i) If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Class A Units and LTIP Units. The following shall be “ Adjustment Events ”: (A) the Partnership makes a distribution on all outstanding Class A Units in Partnership Units, (B) the Partnership subdivides the outstanding Class A Units into a greater number of units or combines the outstanding Class A Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Class A Units by way of a reclassification or recapitalization of its Class A Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business Class A Unit Transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan or (z) the issuance of any Partnership Units to the General Partner in respect of a capital contribution to the Partnership. If the Partnership takes an action affecting the Class A Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by any Equity Incentive Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units, as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

(ii) The LTIP Unitholders shall, when, as and if authorized and declared by the General Partner out of assets legally available for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per Class A Unit (the “ Class A Unit Distribution ”), paid to holders of Class A Units on such Partnership

Record Date established by the General Partner with respect to such distribution. So long as any LTIP Units are outstanding, no distributions (whether in cash or in kind) shall be authorized, declared or paid on Class A Units or Class B Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP Units.

B. Priority . Subject to the provisions of this Section 4.6 and the special provisions of Sections 4.7 and 5.1.E , the LTIP Units shall rank pari passu with the Class A Units and Class B Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Class A Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units. Subject to the terms of any Vesting Agreement, an LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Class A Units are entitled to transfer their Class A Units pursuant to Article XI.

C. Special Provisions . LTIP Units shall be subject to the following special provisions:

(i) Vesting Agreements . LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “ Vested LTIP Units ”; all other LTIP Units shall be treated as “ Unvested LTIP Units .”

(ii) Forfeiture . Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership or the General Partner exercises such right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the effective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the LTIP Unitholder that is attributable to all of his or her LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1.E hereof, calculated with respect to the LTIP Unitholder’s remaining LTIP Units, if any.

(iii) Allocations . LTIP Unitholders shall be entitled to certain special allocations of gain under Section 6.1.E hereof.

(iv) Redemption . The Redemption Right provided to the holders of Class A Units under Section 8.6 hereof shall not apply with respect to LTIP Units unless and until they are converted to Class A Units as provided in clause (v) below and Section 4.7 hereof.

(v) Conversion to Class A Units . Vested LTIP Units are eligible to be converted into Class A Units in accordance with Section 4.7 hereof.

D. Voting . LTIP Unitholders shall (a) have the same voting rights as the Limited Partners, with the LTIP Units voting as a single class with the Class A Units and having one vote per LTIP Unit; and (b) have the additional voting rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of a majority of the LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to LTIP Units so as to materially and adversely affect any right, privilege or voting power of the LTIP Units or the LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of all of Class A Units (including the Class A Units held by the General Partner); but subject, in any event, to the following provisions:

(i) With respect to any Class A Unit Transaction (as defined in Section 4.7.F hereof), so long as the LTIP Units are treated in accordance with Section 4.7.F hereof, the consummation of such Class A Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such; and

(ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest in accordance with the terms of this Agreement, including, without limitation, additional Class A Units or LTIP Units, whether ranking senior to, junior to, or on a parity with the LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required will be effected, all outstanding LTIP Units shall have been converted into Class A Units.

Section 4.7 Conversion of LTIP Units.

A. Conversion Right . An LTIP Unitholder shall have the right (the “ Conversion Right ”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into Class A Units; provided , however , that a holder may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such holder holds less than one thousand Vested LTIP Units, all of the Vested LTIP Units held by such holder. LTIP Unitholders shall not have the right to convert Unvested LTIP Units into Class A Units until they become

Vested LTIP Units; provided , however , that when an LTIP Unitholder is notified of the expected occurrence of an event that will cause his or her Unvested LTIP Units to become Vested LTIP Units, such LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the LTIP Unitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Class A Units. In all cases, the conversion of any LTIP Units into Class A Units shall be subject to the conditions and procedures set forth in this Section 4.7 .

B. Exercise by an LTIP Unitholder . A holder of Vested LTIP Units may convert such LTIP Units into an equal number of fully paid and non-assessable Class A Units, giving effect to all adjustments (if any) made pursuant to Section 4.6 hereof. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Class A Unit Economic Balance, in each case as determined as of the effective date of conversion (the “ Capital Account Limitation ”). In order to exercise his or her Conversion Right, an LTIP Unitholder shall deliver a notice (a “ Conversion Notice ”) in the form attached as Exhibit F to this Agreement to the Partnership (with a copy to the General Partner) not less than ten nor more than 60 days prior to a date (the “ Conversion Date ”) specified in such Conversion Notice; provided , however , that if the General Partner has not given to the LTIP Unitholders notice of a proposed or upcoming Class A Unit Transaction (as defined in Section 4.7.F hereof) at least 30 days prior to the effective date of such Class A Unit Transaction, then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth day after such notice from the General Partner of a Class A Unit Transaction or (y) the third business day immediately preceding the effective date of such Class A Unit Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.1 hereof. Each LTIP Unitholder covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 4.7.B shall be free and clear of all liens and encumbrances. Notwithstanding anything herein to the contrary, a holder of LTIP Units may deliver a Notice of Redemption pursuant to Section 8.6 hereof relating to those Class A Units that will be issued to such holder upon conversion of such LTIP Units into Class A Units in advance of the Conversion Date; provided , however , that the redemption of such Class A Units by the Partnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put an LTIP Unitholder in a position where, if he or she so wishes, the Class A Units into which his or her Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume and perform the Partnership’s redemption obligation with respect to such Class A Units under Section 8.6 hereof by delivering to such holder Shares rather than cash, then such holder can have such Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Class A Units. The General Partner and LTIP Unitholder shall reasonably cooperate with each other to coordinate the timing of the events described in the foregoing sentence.

C. Forced Conversion. The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by an LTIP Unitholder to be converted (a “ Forced Conversion ”) into an equal number of Class A Units, giving effect to all adjustments

(if any) made pursuant to Section 4.6 hereof; provided , however , that the Partnership may not cause Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section 4.7.B hereof. In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “ Forced Conversion Notice ”) in the form attached as Exhibit G to this Agreement to the applicable LTIP Unitholder not less than ten nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.1 hereof.

D. Completion of Conversion. A conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Class A Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the General Partner certifying the number of Class A Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Limited Partner pursuant to Article XI hereof may exercise the rights of such Limited Partner pursuant to this Section 4.7 and such Limited Partner shall be bound by the exercise of such rights by the Assignee.

E. Impact of Conversions for Purposes of Section 6.1.E. For purposes of making future allocations under Section 6.1.E hereof and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Class A Unit Economic Balance.

F. Class A Unit Transactions. If the Partnership or the General Partner Entity shall be a party to any Class A Unit Transaction, as defined below (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Class A Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any Class A Unit Transaction which constitutes an Adjustment Event) in each case as a result of which Class A Units shall be exchanged for or converted into the right, or the holders of such Class A Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “ Class A Unit Transaction ”), then the General Partner shall, immediately prior to the Class A Unit Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Class A Unit Transaction or that would occur in connection with the Class A Unit Transaction if the assets of the Partnership were sold at the Class A Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Class A Unit Transaction (in which case the Conversion Date shall be the effective date of the Class A Unit Transaction). In anticipation of such Forced Conversion and the consummation of the Class A Unit Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP Unitholder to be

afforded the right to receive in connection with such Class A Unit Transaction in consideration for the Class A Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Class A Unit Transaction by a holder of the same number of Class A Units, assuming such holder of Class A Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “ Constituent Person ”), or an affiliate of a Constituent Person. In the event that holders of Class A Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Class A Unit Transaction, prior to such Class A Unit Transaction the General Partner shall give prompt written notice to each LTIP Unitholder of such election, and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Class A Units in connection with such Class A Unit Transaction. If an LTIP Unitholder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Class A Unit would receive if such Class A Unit holder failed to make such an election. Subject to the rights of the Partnership and the General Partner under any Vesting Agreement and any Equity Incentive Plan, the Partnership shall use commercially reasonable effort to cause the terms of any Class A Unit Transaction to be consistent with the provisions of this Section 4.7.F and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP Units will not be converted into Class A Units in connection with the Class A Unit Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Class A Unit Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Class A Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.

ARTICLE V

DISTRIBUTIONS

Section 5.1 Requirement And Characterization Of Distributions

A. General . The General Partner shall distribute at least quarterly an amount equal to one hundred percent (100%) of the Available Cash of the Partnership with respect to such quarter or shorter period to the Partners in accordance with the terms established for the class or classes of Partnership Interests held by such Partners who are Partners on the respective Partnership Record Date with respect to such quarter or shorter period as provided in Sections 5.1.B, 5.1.C and 5.1.D and in accordance with the respective terms established for each class of Partnership Interest. Notwithstanding anything to the contrary contained herein, in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner is entitled to receive a distribution with respect to a Share for which such Partnership Unit has been redeemed or exchanged. Unless otherwise expressly provided for herein, or in the terms established for a new class or series of Partnership Interests created in accordance with Article IV hereof, no Partnership Interest shall be entitled to a distribution in

preference to any other Partnership Interest. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the qualification of the General Partner Entity as a REIT, to distribute Available Cash (a) to Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided , however , that none of the General Partner, the General Partner Entity, and the Partnership shall have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated, and (b) to the General Partner in an amount sufficient to enable the General Partner Entity to make distributions to its shareholders that will enable the General Partner Entity to (1) satisfy the requirements for qualification as a REIT under the Code and the Regulations (the “ REIT Requirements ”), and (2) avoid any federal income or excise tax liability.

B. Method . (i) Each holder of Partnership Interests that is entitled to any preference in distribution shall be entitled to a distribution in accordance with the rights of any such class of Partnership Interests (and, within such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date); and

(ii) To the extent there is Available Cash remaining after the payment of any preference in distribution in accordance with the foregoing clause (i), with respect to Partnership Interests that are not entitled to any preference in distribution, such Available Cash shall be distributed pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date).

C. Distributions When Class B Units Are Outstanding . If for any quarter or shorter period with respect to which a distribution is to be made (a “ Distribution Period ”) Class B Units are outstanding on the Partnership Record Date for such Distribution Period, the General Partner shall allocate the Available Cash with respect to such Distribution Period available for distribution with respect to the Class A Units and Class B Units collectively between the Partners who are holders of Class A Units (“ Class A ”) and the Partners who are holders of Class B Units (“ Class B ”) as follows:

(1)

Class A shall receive that portion of the Available Cash (the “ Class A Cash ”) determined by multiplying the amount of Available Cash by the following fraction:

LOGO

(2)

Class B shall receive that portion of the Available Cash (the “ Class B Cash ”) determined by multiplying the amount of Available Cash by the following fraction:

LOGO

(3)

For purposes of the foregoing formulas, (i) “A” equals the number of Class A Units outstanding on the Partnership Record Date for such Distribution Period; (ii) “B” equals the number of Class B Units outstanding on the Partnership Record Date for such Distribution Period; (iii) “Y” equals the number of days in the Distribution Period; and (iv) “X” equals the number of days in the Distribution Period for which the Class B Units were issued and outstanding.

The Class A Cash shall be distributed pro rata among Partners holding Class A Units on the Partnership Record Date for the Distribution Period in accordance with the number of Class A Units held by each Partner on such Partnership Record Date; provided , however , that in no event may a Partner receive a distribution of Available Cash with respect to a Class A Unit if a Partner is entitled to receive a distribution with respect to a Share for which such Class A Unit has been redeemed or exchanged. If Class B Cash was issued on the same date, the Class B Cash shall be distributed pro rata among the Partners holding Class B Units on the Partnership Record Date for the Distribution Period in accordance with the number of Class B Units held by each Partner on such Partnership Record Date. In no event shall any Class B Units be entitled to receive any distribution of Available Cash for any Distribution Period ending prior to the date on which such Class B Units are issued.

D. Distributions When Class B Units Have Been Issued on Different Dates . If Class B Units which have been issued on different dates are outstanding on the Partnership Record Date for any Distribution Period, then the Class B Units issued on each particular date shall be treated as a separate series of Partnership Units for purposes of making the allocation of Available Cash for such Distribution Period among the holders of Partnership Units (and the formula for making such allocation, and the definitions of variables used therein, shall be modified accordingly). Thus, for example, if two series of Class B Units are outstanding on the Partnership Record Date for any Distribution Period, the allocation formula for each series, “ Series B1 ” and “ Series B2 ” would be as follows:

(1)

Series B1 shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction:

LOGO

(2)

Series B2 shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction:

LOGO

(3)

For purposes of the foregoing formulas the definitions set forth in Section 5.1.C(3) remain the same except that (i) “B1” equals the number of Partnership Units in Series B1 outstanding on the Partnership Record Date for such Distribution Period; (ii) “B2” equals the number of Partnership Units in

Series B2 outstanding on the Partnership Record Date for such Distribution Period; (iii) “X1” equals the number of days in the Distribution Period for which the Partnership Units in Series B1 were issued and outstanding; and (iv) “X2” equals the number of days in the Distribution Period for which the Partnership Units in Series B2 were issued and outstanding.

E. Distributions With Respect to LTIP Units . In accordance with Section 4.6.A , LTIP Unitholders shall be entitled to receive distributions in an amount per LTIP Unit equal to the Class A Unit Distribution.

Section 5.2 Amounts Withheld

All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 10.5 with respect to any allocation, payment or distribution to the General Partner, the Limited Partners or Assignees shall be treated as amounts distributed to the General Partner, Limited Partners or Assignees, as the case may be, pursuant to Section 5.1 for all purposes under this Agreement.

Section 5.3 Distributions Upon Liquidation

Proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2 .

Section 5.4 Revisions To Reflect Issuance Of Partnership Interests

If the Partnership issues Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article IV hereof, the General Partner shall make such revisions to this Article V and the Partner Registry in the books and records of the Partnership as it deems necessary to reflect the issuance of such additional Partnership Interests without the consent or approval of any other Partner.

ARTICLE VI

ALLOCATIONS

Section 6.1 Allocations For Capital Account Purposes

For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Exhibit B ) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

A. Net Income . After giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income shall be allocated:

(1)

first, to the General Partner until the cumulative Net Income allocated under this clause (1) equals the cumulative Net Losses allocated the General Partner under Section 6.1.B(6) ;

(2)

second, to each DRO Partner until the cumulative Net Income allocated such DRO Partner under this clause (2) equals the cumulative Net Losses allocated such DRO Partner under Section 6.1.B(5) (and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Losses allocated to all DRO Partners pursuant to Section 6.1.B(5) hereof);

(3)

third, to the General Partner until the cumulative Net Income allocated under this clause (3) equals the cumulative Net Losses allocated the General Partner under Section 6.1.B(4) ;

(4)

fourth, to the holders of any Partnership Interests that are entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (4) equals the cumulative Net Losses allocated to such Partners under Section 6.1.B(3) ;

(5)

fifth, to the holders of any Partnership Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Interests until each such Partnership Interest has been allocated, on a cumulative basis pursuant to this clause (5), Net Income equal to the amount of distributions payable that are attributable to the preference of such class of Partnership Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and

(6)

finally, with respect to Partnership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

B. Net Losses . After giving effect to the special allocations set forth in Section 1 of Exhibit C , Net Losses shall be allocated:

(1)

first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1);

(2)

second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided , however , that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to

the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof);

(3)

third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided , however , that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 ) at the end of such taxable year (or portion thereof);

(4)

fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount;

(5)

fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and

(6)

thereafter, to the General Partner.

C. Allocation of Nonrecourse Debt . For purposes of Regulation Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated by the General Partner by taking into account facts and circumstances relating to each Partner’s respective interest in the profits of the Partnership. For this purpose, the General Partner shall have the sole and absolute discretion in any Fiscal Year to allocate such excess Nonrecourse Liabilities among the Partners in any manner permitted under Code Section 752 and the Regulations thereunder.

D. Recapture Income . Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible after taking into account other required allocations of gain pursuant to Exhibit C , be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

E. Special Allocations Regarding LTIP Units . Notwithstanding the provisions of Section 6.1.A , Liquidating Gains shall first be allocated to the LTIP Unitholders until their Economic Capital Account Balances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, “ Liquidating Gains ” means net gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the value of Partnership assets under Section 704(b) of the Code made pursuant to Section 1.D of Exhibit B of the Partnership Agreement. The “ Economic Capital Account Balances ” of the LTIP Unitholders will be equal to their Capital Account balances to the extent attributable to their ownership of LTIP Units. Similarly, the “ Class A Unit Economic Balance ” shall mean (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Class A Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1.E , but prior to the realization of any Liquidating Gains, divided by (ii) the number of the General Partner’s Class A Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.1.E . The parties agree that the intent of this Section 6.1.E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the General Partner’s Class A Units (on a per-Unit basis), provided that Liquidating Gains are of a sufficient magnitude to do so upon a sale of all or substantially all of the assets of the Partnership, or upon an adjustment to the Partners’ Capital Accounts pursuant to Section 1.D of Exhibit B. To the extent the LTIP Unitholders receive a distribution in excess of their Capital Accounts, such distribution will be a guaranteed payment under Section 707(c) of the Code.

Section 6.2 Revisions To Allocations To Reflect Issuance Of Partnership Interests

If the Partnership issues Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article IV hereof, the General Partner shall make such revisions to this Article VI and the Partner Registry in the books and records of the Partnership as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

ARTICLE VII

MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1 Management

A. Powers of General Partner . Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall

be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.11 , shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1 , including, without limitation:

(1)

the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as are required under Section 5.1.A or will permit the General Partner Entity (so long as the General Partner Entity qualifies as a REIT) to avoid the payment of any U.S. federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the General Partner Entity to maintain its REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities including, without limitation, the assumption or guarantee of the debt of the General Partner, its Subsidiaries or the Partnership’s Subsidiaries, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets) and the incurring of any obligations the General Partner deems necessary for the conduct of the activities of the Partnership;

(2)

the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(3)

the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including acquisition of any new assets, the exercise or grant of any conversion, option, privilege or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership or any Subsidiary of the Partnership with or into another entity on such terms as the General Partner deems proper;

(4)

the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the General Partner, the Partnership or any of the Partnership’s Subsidiaries, the lending of funds to other Persons (including, without limitation, the General Partner and its Subsidiaries and the Partnership’s Subsidiaries) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which the Partnership has an equity investment and the making of capital contributions to its Subsidiaries;

(5)

the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership or any Person in which the Partnership has made a direct or indirect equity investment;

(6)

the negotiation, execution, and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets;

(7)

the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership;

(8)

the distribution of Partnership cash or other Partnership assets in accordance with this Agreement;

(9)

the holding, managing, investing and reinvesting of cash and other assets of the Partnership;

(10)

the collection and receipt of revenues and income of the Partnership;

(11)

the selection, designation of powers, authority and duties and the dismissal of employees of the Partnership (including, without limitation, employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the Partnership and the determination of their compensation and other terms of employment or hiring;

(12)

the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate;

(13)

the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any further limited or general partnerships, joint ventures, limited liability companies or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, its Subsidiaries and any other Person in which it has an equity investment from time to time, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons); provided , however , that as long as the General Partner Entity has determined to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General Partner Entity to fail to qualify as a REIT;

(14)

the control of any matters affecting the rights and obligations of the Partnership, including the settlement, compromise, submission to arbitration or any other form of dispute resolution or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(15)

the determination of the fair market value of any Partnership property distributed in kind, using such reasonable method of valuation as the General Partner may adopt;

(16)

the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any assets or investment held by the Partnership;

(17)

the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, individually or jointly with any such Subsidiary or other Person;

(18)

the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have any interest pursuant to contractual or other arrangements with such Person;

(19)

the making, executing and delivering of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or other legal instruments or agreements in writing necessary or appropriate in the judgment of the General Partner for the accomplishment of any of the powers of the General Partner enumerated in this Agreement;

(20)

the distribution of cash to acquire Partnership Units held by a Limited Partner in connection with a Limited Partner’s exercise of its Redemption Right under Section 8.6 ;

(21)

the determination regarding whether a payment to a Partner who exercises its Redemption Right under Section 8.6 that is assumed by the General Partner Entity will be paid in the form of the Cash Amount or the Shares Amount, except as such determination may be limited by Section 8.6 .

(22)

the acquisition of Partnership Interests in exchange for cash, debt instruments and other property;

(23)

the maintenance of the Partner Registry in the books and records of the Partnership to reflect the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise; and

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the registration of any class of securities of the Partnership under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the listing of any debt securities of the Partnership on any exchange.

B. No Approval by Limited Partners . Except as provided in Section 7.11 , each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation, to the full extent permitted under the Act or other applicable law. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall be in the sole and absolute discretion of the General Partner without consideration of any other obligation or duty, fiduciary or otherwise, of the Partnership or the Limited Partners and shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. The Limited Partners acknowledge that the General Partner is acting for the benefit of the Partnership, the Limited Partners and the shareholders of the General Partner.

C. Insurance . At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and its Subsidiaries, (ii) liability insurance for the Indemnitees hereunder, and (iii) such other insurance as the General Partner, in its sole and absolute discretion, determines to be necessary.

D. Working Capital and Other Reserves . At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time, including upon liquidation of the Partnership under Article XIII .

Section 7.2 Certificate of Limited Partnership

The General Partner has previously filed the Certificate of Limited Partnership with the Secretary of State of Delaware. To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited

liability) under the laws of the State of Delaware and each other state, the District of Columbia or other jurisdiction in which the Partnership may elect to do business or own property. Subject to the terms of Section 8.5.A(4) , the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership or any amendment thereto to any Limited Partner. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and any other state, the District of Columbia or other jurisdiction in which the Partnership may elect to do business or own property.

Section 7.3 Title to Partnership Assets

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partners, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, in its sole and absolute discretion, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Section 7.4 Reimbursement of the General Partner

A. No Compensation . Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles V and VI regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not receive payments from the Partnership or otherwise be compensated for its services as the general partner of the Partnership.

B. Responsibility for Partnership and General Partner and General Partner Entity Expenses . The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s organization, the ownership of its assets and its operations. The Partnership shall also be responsible for the administrative and operating costs and expenses incurred by the General Partner, including, but not limited to, all expenses relating to the General Partner’s (i) continued existence and subsidiary operations, (ii) offerings and registration of securities, (iii) preparation and filing of any periodic or other reports and communications required under federal, state or local laws and regulations, (iv) compliance with laws, rules and regulations promulgated by any regulatory body, and (v) operating or administrative costs incurred in the ordinary course of business on behalf of the Partnership; provided , however such costs and expenses shall not include any administrative or operating costs of the General Partner attributable to assets owned by the General Partner directly and not through the Partnership or its subsidiaries. The General Partner, at its sole and absolute discretion, shall be reimbursed on a monthly basis, or such other

basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to or resulting from the ownership and operation of, or for the benefit of, the Partnership (including, without limitation, expenses related to the operations of the General Partner and the General Partner Entity and to the management and administration of any Subsidiaries of the General Partner, the General Partner Entity or the Partnership or Affiliates of the Partnership, such as auditing expenses and filing fees); provided , however , that (i) the amount of any such reimbursement shall be reduced by (x) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted in Section 7.5.A (which interest is considered to belong to the Partnership and shall be paid over to the Partnership to the extent not applied to reimburse the General Partner for expenses hereunder); and (y) any amount derived by the General Partner from any investments permitted in Section 7.5.A ; (ii) the Partnership shall not be responsible for any taxes that the General Partner or General Partner Entity would not have been required to pay if that entity qualified as a REIT for federal income tax purposes or any taxes imposed on the General Partner or General Partner Entity by reason of that entity’s failure to distribute to its shareholders an amount equal to its taxable income; (iii) the Partnership shall not be responsible for expenses or liabilities incurred by the General Partner in connection with any business or assets of the General Partner other than its ownership of Partnership Interests or operation of the business of the Partnership or ownership of interests in Qualified Assets to the extent permitted in Section 7.5.A ; and (iv) the Partnership shall not be responsible for any expenses or liabilities of the General Partner that are excluded from the scope of the indemnification provisions of Section 7.7.A by reason of the provisions of clause (i), (ii) or (iii) thereof. The General Partner shall determine in good faith the amount of expenses incurred by it or the General Partner Entity related to the ownership of Partnership Interests or operation of, or for the benefit of, the Partnership. If certain expenses are incurred that are related both to the ownership of Partnership Interests or operation of, or for the benefit of, the Partnership and to the ownership of other assets (other than Qualified Assets as permitted under Section 7.5.A ) or the operation of other businesses, such expenses will be allocated to the Partnership and such other entities (including the General Partner and General Partner Entity) owning such other assets or businesses in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner and the General Partner Entity pursuant to Section 10.3.C and as a result of indemnification pursuant to Section 7.7 . All payments and reimbursements hereunder shall be characterized for U.S. federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner or General Partner Entity.

C. Partnership Interest Issuance Expenses . The General Partner shall also be reimbursed for all expenses it incurs relating to any issuance of Partnership Interests, Shares, Debt of the Partnership, Funding Debt of the General Partner or the General Partner Entity or rights, options, warrants or convertible or exchangeable securities pursuant to Article IV (including, without limitation, all costs, expenses, damages and other payments resulting from or arising in connection with litigation related to any of the foregoing), all of which expenses are considered by the Partners to constitute expenses of, and for the benefit of, the Partnership.

D. Purchases of Shares by the General Partner Entity . If the General Partner Entity exercises its rights under the Charter (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity) to purchase Shares or otherwise elects or is required to purchase from its shareholders Shares in connection with a share repurchase or similar program or otherwise, or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or equity purchase program adopted by the General Partner Entity, any employee equity purchase plan adopted by the General Partner Entity or any similar obligation or arrangement undertaken by the General Partner Entity in the future, the purchase price paid by the General Partner Entity for those Shares and any other expenses incurred by the General Partner Entity in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursable to the General Partner Entity, subject to the conditions that: (i) if those Shares subsequently are to be sold by the General Partner Entity, the General Partner Entity shall pay to the Partnership any proceeds received by the General Partner Entity for those Shares ( provided , however , that a transfer of Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such Shares are required to be cancelled pursuant to applicable law or are not retransferred by the General Partner Entity within thirty (30) days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units (rounded to the nearest whole Partnership Unit) held by the General Partner equal to the product attained by multiplying the number of those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

E. Reimbursement not a Distribution . Except as set forth in the succeeding sentence, if and to the extent any reimbursement made pursuant to this Section 7.4 is determined for U.S. federal income tax purposes not to constitute a payment of expenses of the Partnership, the amount so determined shall constitute a guaranteed payment with respect to capital within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners and shall not be treated as a distribution for purposes of computing the Partners’ Capital Accounts. Amounts deemed paid by the Partnership to the General Partner in connection with redemption of Partnership Units pursuant to clause (ii) of subparagraph (D) above shall be treated as a distribution for purposes of computing the Partner’s Capital Accounts.

F. Funding for Certain Capital Transactions . In the event that the General Partner Entity shall undertake to acquire (whether by merger, consolidation, purchase, or otherwise) the assets or equity interests of another Person and such acquisition shall require the payment of cash by the General Partner Entity (whether to such Person or to any other selling party or parties in such transaction or to one or more creditors, if any, of such Person or such selling party or parties), (i) the Partnership shall advance to the General Partner Entity the cash required to consummate such acquisition if, and to the extent that, such cash is not to be obtained by the General Partner Entity through an issuance of Shares described in Section 4.2 or pursuant to a transaction described in Section 7.5.B , (ii) the General Partner Entity shall, upon consummation of such acquisition, transfer to the Partnership (or cause to be transferred to the Partnership), in full and complete satisfaction of such advance and as required by Section 7.5 , the assets or equity interests of such Person acquired by the General Partner Entity in such acquisition (or equity interests in Persons owning all of such assets or equity interests), and (iii) pursuant to and in accordance with Section 4.2 and Section 7.5.B , the Partnership shall issue to the General Partner, Partnership Interests and/or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights that are substantially the same as

those of any additional Shares, other equity securities, New Securities and/or Convertible Funding Debt, as the case may be, issued by the General Partner Entity in connection with such acquisition (whether issued directly to participants in the acquisition transaction or to third parties in order to obtain cash to complete the acquisition). In addition to, and without limiting, the foregoing, in the event that the General Partner Entity engages in a transaction in which (x) the General Partner Entity (or a wholly owned direct or indirect Subsidiary of the General Partner Entity) merges with another entity (referred to as the “ Parent Entity ”) that is organized in the “UPREIT format” (i.e., where the Parent Entity holds substantially all of its assets and conducts substantially all of its operations through a partnership, limited liability company or other entity (referred to as an “ Operating Entity ”)) and the General Partner Entity survives such merger, (y) such Operating Entity merges with or is otherwise acquired by the Partnership in exchange in whole or in part for Partnership Interests, and (z) the General Partner Entity is required or elects to pay part of the consideration in connection with such merger involving the Parent Entity in the form of cash and part of the consideration in the form of Shares, the Partnership shall distribute to the General Partner with respect to its existing Partnership Interest an amount of cash sufficient to complete such transaction and the General Partner shall cause the Partnership to cancel a number of Partnership Units (rounded to the nearest whole number) held by the General Partner equal to the product attained by multiplying the number of additional Shares of the General Partner Entity that the General Partner Entity would have issued to the Parent Entity or the owners of the Parent Entity in such transaction if the entire consideration therefor were to have been paid in Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Section 7.5 Outside Activities of the General Partner; Relationship of Shares to Partnership Units; Funding Debt

A. General . Without the Consent of the Outside Limited Partners, the General Partner shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Partnership Interests as General Partner or Limited Partner and the management of the business of the Partnership and such activities as are incidental thereto. Without the Consent of the Outside Limited Partners, the assets of the General Partner shall be limited to Partnership Interests and permitted debt obligations of the Partnership (as contemplated by Section 7.5.F ); provided , however , that the General Partner shall be permitted to hold such bank accounts or similar instruments or accounts in its name as it deems necessary to carry out its responsibilities and purposes as contemplated under this Agreement and its organizational documents (provided that accounts held on behalf of the Partnership to permit the General Partner to carry out its responsibilities under this Agreement shall be considered to belong to the Partnership and the interest earned thereon shall, subject to Section 7.4.B , be applied for the benefit of the Partnership); and, provided further that, the General Partner shall be permitted to acquire Qualified Assets.

B. Repurchase of Shares and Other Securities . If the General Partner Entity exercises its rights under the Charter (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity) to purchase Shares or otherwise elects to purchase from the holders thereof Shares, other equity securities of the General Partner Entity, New Securities or Convertible Funding Debt, then the General Partner Entity shall cause the Partnership to purchase from the General Partner (i) in the case of a purchase of Shares, that

number of Partnership Units of the appropriate class equal to the product obtained by multiplying the number of Shares purchased by the General Partner Entity times a fraction, the numerator of which is one and the denominator of which is the Conversion Factor, or (ii) in the case of the purchase of any other securities on the same terms and for the same aggregate price that the General Partner Entity purchased such securities.

C. Forfeiture of Shares . If the Partnership or the General Partner Entity acquires Shares as a result of the forfeiture of such Shares under a restricted or similar share, share bonus or similar share plan, then the General Partner shall cause the Partnership to cancel, without payment of any consideration to the General Partner, that number of Partnership Units of the appropriate class equal to the number of Shares so acquired, and, if the Partnership acquired such Shares, it shall transfer such Shares to the General Partner for cancellation.

D. Issuances of Shares and Other Securities . The General Partner Entity shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any share split) of Shares to all of its shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the General Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A hereof, the Partnership to issue to the General Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the General Partner Entity transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the General Partner Entity through an issuance of Shares described in Section 4.2 , the General Partner Entity complies with such Section 7.4.F ). Without limiting the foregoing, the General Partner Entity is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A hereof, to cause the Partnership to issue to the General Partner corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of Shares, either by employees or shareholders, at a discount from fair market value or pursuant to employee share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner and the Partnership and (b) the General Partner Entity transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

E. Share Option Plan . If at any time or from time to time, the General Partner Entity sells or otherwise issues Shares pursuant to any Share Option Plan, the General Partner Entity shall transfer or cause to be transferred the proceeds of the sale of such Shares, if any, to the Partnership as an additional Capital Contribution in exchange for an amount of additional Partnership Units equal to the number of Shares so sold divided by the Conversion Factor.

F. Funding Debt . The General Partner or the General Partner Entity or any wholly owned Subsidiary of either of them may incur a Funding Debt from a financial institution or other lender, including, without limitation, a Funding Debt that is convertible into Shares or otherwise constitutes a class of New Securities (“ Convertible Funding Debt ”), subject to the condition that the General Partner, the General Partner Entity or such Subsidiary, as the case may be, lend to the Partnership the net proceeds of such Funding Debt; provided , however , that Convertible Funding Debt shall be issued in accordance with the provisions of Section 7.5.D above; and, provided further that the General Partner, the General Partner Entity or such Subsidiary shall not be obligated to lend the net proceeds of any Funding Debt to the Partnership in a manner that would be inconsistent with the General Partner’s or General Partner Entity’s ability to remain qualified as a REIT. If the General Partner, General Partner Entity or such Subsidiary enters into any Funding Debt, the loan to the Partnership shall be on comparable terms and conditions, including interest rate, repayment schedule, costs and expenses and other financial terms, as are applicable with respect to or incurred in connection with such Funding Debt.

G. Capital Contributions of the General Partner . The Capital Contributions by the General Partner pursuant to Sections 7.5.D and 7.5.E will be deemed to equal the cash contributed by the General Partner plus (a) in the case of cash contributions funded by an offering of any equity interests in or other securities of the General Partner Entity, the offering costs attributable to the cash contributed to the Partnership to the extent not reimbursed pursuant to Section 7.4.C and (b) in the case of Partnership Units issued pursuant to Section 7.5.E , an amount equal to the difference between the Value of the Shares sold pursuant to any Share Option Plan and the net proceeds of such sale.

H. Tax Loans . The General Partner or the General Partner Entity may in its sole and absolute discretion, cause the Partnership to make an interest free loan to the General Partner or the General Partner Entity, as applicable, provided that the proceeds of such loans are used to satisfy any tax liabilities of the General Partner or the General Partner Entity, as applicable.

Section 7.6 Transactions With Affiliates

A. Transactions with Certain Affiliates . Except as expressly permitted by this Agreement with respect to any non-arms’ length transaction with an Affiliate, the Partnership shall not, directly or indirectly, sell, transfer or convey any property to, or purchase any property from, or borrow funds from, or lend funds to, any Partner or any Affiliate of the Partnership that is not also a Subsidiary of the Partnership, except pursuant to transactions that are determined in good faith by the General Partner to be on terms that are fair and reasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party.

B. Conflict Avoidance . The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a non-competition arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and General Partner on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

C. Benefit Plans Sponsored by the Partnership . The General Partner in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them.

Section 7.7 Indemnification

A. General . The Partnership shall indemnify each Indemnitee to the fullest extent provided by the Act from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements and other amounts, arising from or in connection with any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, incurred by the Indemnitee and relating to the Partnership or the General Partner or the General Partner Entity or the operation of, or the ownership of property by, the Indemnitee, Partnership or the General Partner or the General Partner Entity as set forth in this Agreement in which any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established by a final determination of a court of competent jurisdiction that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guarantee, contractual obligation for any indebtedness or other obligation or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A . The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and any insurance proceeds from the liability policy covering the General Partner and any Indemnitee, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section 7.7 .

B. Reimbursement of Expenses . Reasonable expenses expected to be incurred by an Indemnitee shall be paid or reimbursed by the Partnership in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative made or threatened against an Indemnitee upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in Section 7.7.A has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

C. No Limitation of Rights . The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified.

D. Insurance . The Partnership may purchase and maintain insurance on behalf of the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Indemnitee or Person against such liability under the provisions of this Agreement.

E. No Personal Liability for Partners . In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

F. Interested Transactions . An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

G. Benefit . The provisions of this Section 7.7 are for the benefit of the Indemnitees, their employees, officers, directors, trustees, heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 , or any provision hereof, shall be prospective only and shall not in any way affect the limitation on the Partnership’s liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or related to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

H. Indemnification Payments Not Distributions . If and to the extent any payments to the General Partner pursuant to this Section 7.7 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

I. Exception to Indemnification . Notwithstanding anything to the contrary in this Agreement, the General Partner shall not be entitled to indemnification hereunder for any loss, claim, damage, liability or expense for which the General Partner is obligated to indemnify the Partnership under any other agreement between the General Partner and the Partnership.

Section 7.8 Liability of the General Partner

A. General . Notwithstanding anything to the contrary set forth in this Agreement, the General Partner (which for the purposes of this Section 7.8 shall include the directors, trustees and officers of the General Partner) shall not be liable for monetary or other damages to the Partnership, any Partners or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission unless the General Partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

B. Obligation to Consider Interests of General Partner Entity . The Limited Partners expressly acknowledge that the General Partner, in considering whether to dispose of any of the Partnership assets, shall take into account the tax consequences to the General Partner Entity of any such disposition and shall have no liability whatsoever to the Partnership or any Limited Partner for decisions that are based upon or influenced by such tax consequences.

C. No Obligation to Consider Separate Interests of Limited Partners . The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners, the General Partner’s shareholders (and, to the extent separate, the shareholders of the General Partner Entity), and that, except as set forth herein, the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or Assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or other damages for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with any decisions or actions made or taken or declined to be made or taken, provided that the General Partner has acted pursuant to its authority under this Agreement. Any decisions or actions not taken by the General Partner in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise. In the event of a conflict between the interests of the Limited Partners and the shareholders of the General Partner, the General Partner shall act in the interests of its shareholders, and the General Partner shall not be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection therewith.

D. Actions of Agents . Subject to its obligations and duties as General Partner set forth in Section 7.1.A , the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

E. Effect of Amendment . Notwithstanding any other provision contained herein, any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

F. Limitations of Fiduciary Duty . Sections 7.1.B , Section 7.7.E and this Section 7.8 and any other Section of this Agreement limiting the liability of the General Partner and/or its trustees, directors and officers shall constitute an express limitation of any duties, fiduciary or otherwise, that they would owe the Partnership or the Limited Partners if such duty would be imposed by any law, in equity or otherwise.

Section 7.9 Other Matters Concerning the General Partner

A. Reliance on Documents . The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

B. Reliance on Advisors . The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

C. Action Through Agents . The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty that is permitted or required to be done by the General Partner hereunder.

D. Actions to Maintain REIT Status or Avoid Taxation of the General Partner Entity . Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner Entity to qualify as a REIT or (ii) to allow the General Partner Entity to avoid incurring any liability for taxes under Section 857 or 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

Section 7.10 Reliance By Third Parties

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Section 7.11 Restrictions on General Partner’s Authority

The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.

Section 7.12 Loans by Third Parties

The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any acquisition of property and any borrowings from, or guarantees of Debt of the General Partner or any of its Affiliates) with any Person upon such terms as the General Partner determines appropriate.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.1 Limitation of Liability

The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement, including Section 10.5 , or under the Act.

Section 8.2 Management of Business

No Limited Partner or Assignee (other than the General Partner, any of its Affiliates, or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

Section 8.3 Outside Activities of Limited Partners

Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, any Limited Partner (other than the General Partner) and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct or indirect competition with the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. None of the Limited Partners (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner to the extent expressly provided herein), and no Person (other than the General Partner) shall have any obligation pursuant to this Agreement to offer any interest in any such business venture to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

Section 8.4 Return of Capital

Except pursuant to the right of redemption set forth in Section 8.6 , no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. No Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return of Capital Contributions (except as permitted by Section 4.2.A ) or, except to the extent provided by Exhibit C or as permitted by Sections 4.2.A, 5.1.B(i), 6.1.A and 6.1.B , or otherwise expressly provided in this Agreement, as to profits, losses, distributions or credits.

Section 8.5 Rights of Limited Partners Relating to the Partnership

A. General . In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.D , each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense:

(1)

to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by either the General Partner Entity or the Partnership, if any, pursuant to the Exchange Act;

(2)

to obtain a copy of the Partnership’s U.S. federal, state and local income tax returns for each Fiscal Year;

(3)

to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(4)

to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;

(5)

to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each Partner became a Partner; and

(6)

other information regarding the affairs of the Partnership as is just and reasonable.

B. Notice of Conversion Factor . The Partnership shall notify each Limited Partner upon request (i) of the then current Conversion Factor and (ii) of any changes to the Conversion Factor.

C. Notice of Extraordinary Transaction of the General Partner Entity . The General Partner Entity shall not make any extraordinary distributions of cash or property to its shareholders or effect a merger (including, without limitation, a triangular merger), consolidation or other combination with or into another Person, a sale of all or substantially all of its assets or any other similar extraordinary transaction without providing written notice to the Limited Partners of its intention to make such distribution or effect such merger, consolidation, combination, sale or other extraordinary transaction at least twenty (20) Business Days prior to the record date to determine shareholders eligible to receive such distribution or to vote upon the

approval of such merger, sale or other extraordinary transaction (or, if no such record date is applicable, at least twenty (20) Business Days before consummation of such merger, sale or other extraordinary transaction), which notice shall describe in reasonable detail the action to be taken; provided , however , that the General Partner, in its sole and absolute discretion, may shorten the required notice period of not less than twenty (20) Business Days prior to the record date to determine the shareholders eligible to vote upon a merger transaction (but not any of the other transactions covered by this Section 8.5.C .) to a period of not less than ten (10) calendar days (thereby continuing to afford the holders of Partnership Units the opportunity to redeem Partnership Units under Section 8.6 on or prior to the record date for the shareholder vote on the merger transaction) so long as (i) the General Partner Entity will be the surviving entity in such merger transaction, (ii) immediately following the merger transaction, Persons who held voting securities of the General Partner Entity immediately prior to such merger transaction will hold, solely by reason of the ownership of voting securities of the General Partner Entity immediately prior to the merger transaction, voting securities of the General Partner Entity representing not less than fifty-one percent (51%) of the total combined voting power of all outstanding voting securities of the General Partner Entity after such merger, and (iii) in the event that in connection with such merger transaction the Partnership will merge with another entity, the Partnership will be the surviving entity in such merger. This provision for such notice shall not be deemed (i) to permit any transaction that otherwise is prohibited by this Agreement or requires a Consent of the Partners or (ii) to require a Consent on the part of any one or more of the Limited Partners to a transaction that does not otherwise require Consent under this Agreement. Each Limited Partner agrees, as a condition to the receipt of the notice pursuant hereto, to keep confidential the information set forth therein until such time as the General Partner Entity has made public disclosure thereof and to use such information during such period of confidentiality solely for purposes of determining whether to exercise the Redemption Right; provided , however , that a Limited Partner may disclose such information to its attorney, accountant and/or financial advisor for purposes of obtaining advice with respect to such exercise so long as such attorney, accountant and/or financial advisor agrees to receive and hold such information subject to this confidentiality requirement.

D. Confidentiality . Notwithstanding any other provision of this Section 8.5 , the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership is required by law or by agreements with unaffiliated third parties to keep confidential, provided , however , that this Section 8.5.D shall not affect the notice requirements set forth in Section 8.5.C above.

Section 8.6 Redemption Right

A. General . (i) Subject to Section 8.6.C and Section 11.6.E , at any time on or after one (1) year following the date of the initial issuance thereof (which, in the event of the transfer of a Class A Unit or Class B Unit, shall be deemed to be the date that the Class A Unit or such Class B Unit, as the case may be, was issued to the original recipient thereof for purposes of this Section 8.6 ), the holder of a Class A Unit (if other than the General Partner or any Subsidiary of

the General Partner), including any LTIP Units that are converted into Class A Units, shall have the right (the “ Redemption Right ”) to require the Partnership to redeem such Class A Unit, with such redemption to occur on the Specified Redemption Date and at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership. Any such Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder of the Partnership Units who is exercising the Redemption Right (the “ Redeeming Partner ”). A Limited Partner may exercise the Redemption Right from time to time, without limitation as to frequency, with respect to part or all of the Partnership Units that it owns, as selected by the Limited Partner, provided , however , that a Limited Partner may not exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units of a particular class unless such Redeeming Partner then holds fewer than one thousand (1,000) Partnership Units in that class, in which event the Redeeming Partner must exercise the Redemption Right for all of the Partnership Units held by such Redeeming Partner in that class, and provided further that, with respect to a Limited Partner which is an entity, such Limited Partner may exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units without regard to whether or not such Limited Partner is exercising the Redemption Right for all of the Partnership Units held by such Limited Partner as long as such Limited Partner is exercising the Redemption Right on behalf of one or more of its equity owners in respect of one hundred percent (100%) of such equity owners’ interests in such Limited Partner. For purposes hereof, a Class A Unit issued upon conversion of a Class B Unit shall be deemed to have been issued when the Class B Unit was issued.

(ii) The Redeeming Partner shall have no right with respect to any Partnership Units so redeemed to receive any distributions paid in respect of a Partnership Record Date for distributions in respect of Partnership Units after the Specified Redemption Date with respect to such Partnership Units.

(iii) The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6 , and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner’s Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner.

(iv) If the General Partner Entity provides notice to the Limited Partners, pursuant to Section 8.5.C hereof, the Redemption Right shall be exercisable, without regard to whether the Partnership Units have been outstanding for any specified period, during the period commencing on the date on which the General Partner Entity provides such notice and ending on the record date to determine shareholders eligible to receive such distribution or to vote upon the approval of such merger, sale or other extraordinary transaction (or, if no such record date is applicable, at least twenty (20) Business Days before the consummation of such merger, sale or other extraordinary transaction). If this subparagraph (iv) applies, the Specified Redemption Date is the date on which the Partnership and the General Partner receive notice of exercise of the Redemption Right, rather than ten (10) Business Days after receipt of the Notice of Redemption.

B. General Partner Entity Assumption of Redemption Right . (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Charter or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Upon such payment by the General Partner Entity, the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner Entity, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for U.S. federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner Entity. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A .

(ii) If the General Partner Entity determines that the General Partner Entity shall pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner.

(iii) Each Redeeming Partner agrees to execute such documents or provide such information or materials as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

C. Exceptions to Exercise of Redemption Right . Notwithstanding the provisions of Sections 8.6.A and 8.6.B , a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date would (i) be prohibited under the restrictions on the ownership or transfer of Shares in the Charter (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity), (ii) be prohibited under applicable

federal or state securities laws or regulations (in each case regardless of whether the General Partner Entity would in fact assume and satisfy the Redemption Right), (iii) without limiting the foregoing, result in the General Partner’s Shares being owned by fewer than 100 persons (determined without reference to rules of attribution), (iv) without limiting the foregoing, result in our being “closely held” within the meaning of Section 856(h) of the Code or cause the General Partner to own, actually or constructively, ten percent (10%) or more of the ownership interests in a tenant of the General Partner, the Partnership or a subsidiary of the Partnership’s real property within the meaning of Section 856(d)(2)(B) of the Code, and (v) without limiting the foregoing, cause the acquisition of the Shares by the Redeeming Partner to be “integrated” with any other distribution of Shares for purposes of complying with the registration provision of the Securities Act, as amended. Notwithstanding the foregoing, the General Partner may, in its sole and absolute discretion, waive such prohibition set forth in this Section 8.6.C .

D. No Liens on Partnership Units Delivered for Redemption . Each Limited Partner covenants and agrees that all Partnership Units delivered for redemption shall be delivered to the Partnership or the General Partner Entity, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither the General Partner Entity nor the Partnership shall be under any obligation to acquire Partnership Units which are or may be subject to any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to the Partnership or the General Partner Entity, such Limited Partner shall assume and pay such transfer tax.

E. Additional Partnership Interests; Modification of Holding Period . If the Partnership issues Partnership Interests to any Additional Limited Partner pursuant to Article IV , the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such Partnership Interests (including setting forth any restrictions on the exercise of the Redemption Right with respect to such Partnership Interests which differ from those set forth in this Agreement), provided , however , that no such revisions shall materially adversely affect the rights of any other Limited Partner to exercise its Redemption Right without that Limited Partner’s prior written consent. In addition, the General Partner may, with respect to any holder or holders of Partnership Units, at any time and from time to time, as it shall determine in its sole and absolute discretion, (i) reduce or waive the length of the period prior to which such holder or holders may not exercise the Redemption Right or (ii) reduce or waive the length of the period between the exercise of the Redemption Right and the Specified Redemption Date.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1 Records and Accounting

The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including, without limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section 9.3 . Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any

other information storage device, provided , however , that the records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles.

Section 9.2 Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

Section 9.3 Reports

A. Annual Reports . As soon as practicable, but in no event later than the date on which the General Partner Entity mails its annual report to its shareholders, the General Partner Entity shall cause to be mailed to each Limited Partner an annual report, as of the close of the most recently ended Fiscal Year, containing financial statements of the Partnership, or of the General Partner Entity (and, if different, the General Partner) if such statements are prepared on a consolidated basis with the Partnership, for such Fiscal Year, presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner Entity.

B. Quarterly Reports . If and to the extent that the General Partner Entity mails quarterly reports to its shareholders, as soon as practicable, but in no event later than the date on which such reports are mailed, the General Partner Entity shall cause to be mailed to each Limited Partner a report containing unaudited financial statements, as of the last day of such fiscal quarter, of the Partnership, or of the General Partner Entity (and, if different, the General Partner) if such statements are prepared on a consolidated basis with the Partnership, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate.

ARTICLE X

TAX MATTERS

Section 10.1 Preparation of Tax Returns

The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

Section 10.2 Tax Elections

A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code (including the election under Section 754 of the Code). The General Partner shall have the right to seek to revoke any such election upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.

B. Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the General Partner, on behalf of the Partnership, to make an election (the “ LV Safe Harbor Election ”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “ LV Safe Harbor ”), apply to any interest in the Partnership transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “ LV Safe Harbor Interests ”). The tax matters partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation § 1.83-3, including amending this Agreement.

Section 10.3 Tax Matters Partner

A. General . The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address, taxpayer identification number and profit interest of each of the Limited Partners and any Assignees; provided , however , that such information is provided to the Partnership by the Limited Partners.

B. Powers . The tax matters partner is authorized, but not required:

(1)

to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a “notice partner” (as defined in Section 6231(a)(8) of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

(2)

if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “final adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(3)

to intervene in any action brought by any other Partner for judicial review of a final adjustment;

(4)

to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(5)

to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item;

(6)

to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding, to the extent permitted by applicable law or regulations; and

(7)

to take any other action required by the Code and Regulations in connection with its role as tax matters partner.

The taking of any action and the incurring of any expense by the tax matters partner in connection with any such audit or proceeding referred to in clause (6) above, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 shall be fully applicable to the tax matters partner in its capacity as such.

C. Reimbursement . The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm and/or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Section 10.4 Organizational Expenses

The Partnership shall elect to deduct expenses as provided in Section 709 of the Code.

Section 10.5 Withholding

Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of U.S. federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any cash or property distributable, allocable or otherwise transferred to such Limited

Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Section 1441, 1442, 1445, or 1446 of the Code. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership, to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a distribution which would otherwise be made to the Limited Partner or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed or otherwise paid to such Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Partnership Interest to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.5 . If a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 10.5 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without limitation, the right to receive distributions). Any amounts payable by a Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four (4) percentage points (but not higher than the maximum rate that may be charged under law) from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request to perfect or enforce the security interest created hereunder.

ARTICLE XI

TRANSFERS AND WITHDRAWALS

Section 11.1 Transfer

A. Definition . The term “transfer,” when used in this Article XI with respect to a Partnership Interest or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person or by which a Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. The term “transfer” when used in this Article XI does not include any redemption or repurchase of Partnership Units by the Partnership from a Partner or acquisition of Partnership Units from a Limited Partner by the General Partner Entity pursuant to Section 8.6 or otherwise. No part of the interest of a Limited Partner shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement.

B. General . No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article XI . Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article XI shall be null and void.

Section 11.2 Transfers of Partnership Interests of General Partner; Certain Transactions

A. General . Except as provided in this Section 11.2 and subject to the rights of any holder of any Partnership Interest, the General Partner shall not voluntarily withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without Partnership Approval. It is a condition to any transfer of a Partnership Interest of a General Partner otherwise permitted hereunder (including any Transfer permitted pursuant to Section 11.2.B ) that: (i) the transferee is admitted as a General Partner pursuant to Section 11.2.D and Section 12.1 hereof; (ii) the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest; and (iii) the transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired and the admission of such transferee as a General Partner.

B. Certain Transactions of the General Partner . Subject to the rights of any holder of any Partnership Interest, the General Partner may not (a) merge, consolidate or otherwise combine its assets with another entity, (b) sell all or substantially all of its assets not in the ordinary course of the Partnership’s business or (c) reclassify, recapitalize or change any outstanding shares of the General Partner or other outstanding equity interests other than in connection with a share split, reverse share split, share dividend, change in par value, increase in authorized shares, designation or issuance of new classes of equity securities or any event that does not require the approval (and in which case no Partnership Approval will be required) of the General Partner’s shareholders (each, a “ Termination Transaction ”) unless:

(i) Partnership Approval has been obtained regarding the Termination Transaction and, in connection with such Termination Transaction, all of the Limited Partners will receive, or will have the right to elect to receive, for each Partnership Unit an amount of cash, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of one Share in consideration of one Share pursuant to the terms of such Termination Transaction; provided , that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding Shares, each holder of Partnership Interest shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Interest would have received had it exercised its Redemption Right pursuant to Section 8.6 hereof and received Shares in exchange for its Partnership Interest immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated; or

(ii) all of the following conditions are met: (w) substantially all of the assets directly or indirectly owned by the surviving entity are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “ Surviving Partnership ”); (x) the Limited Partners own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (y) the rights, preferences and privileges of Limited Partners in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction; and (z) the rights of the Limited Partners include at least one of the following: (a) the right to redeem their interests in the Surviving Partnership for the consideration available to such persons pursuant to Section 11.2.B(i) or (b) the right to redeem their interests in the Surviving Partnership for cash on terms equivalent to those in effect with respect to their Partnership Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the Shares.

C. Fair Market Value Determination . In connection with any transaction permitted by Section 11.2.B hereof, the relative fair market values shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms of such transaction.

D. Creation of New General Partner . The General Partner shall not enter into an agreement or other arrangement providing for or facilitating the creation of a General Partner other than the General Partner, unless the successor General Partner executes and delivers a counterpart to this Agreement in which such General Partner agrees to be fully bound by all of the terms and conditions contained herein that are applicable to a General Partner.

Section 11.3 Limited Partners’ Rights to Transfer

A. General . Except to the extent expressly permitted in Sections 11.3.B and 11.3.C or in connection with the exercise of a Redemption Right pursuant to Section 8.6, a Limited Partner may not transfer all or portion of its Partnership Interest, or any of such Limited Partner’s rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be withheld in the General Partner’s sole and absolute discretion. Any transfer otherwise permitted under Sections 11.3.B and 11.3.C shall be subject to the conditions set forth in Section 11.3.D and 11.3.E , and all permitted transfers shall be subject to Section 11.5 and Section 11.6 . Notwithstanding anything to the contrary in this Agreement, no restriction on transfer set forth herein other than that set forth in 11.3.D hereof shall apply to any Limited Partner or Substituted Partner that is also a holder of Class B Common Shares of the General Partner.

B. Incapacitated Limited Partner . If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all the rights of a Limited Partner, but not more rights than those

enjoyed by other Limited Partner, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

C. Permitted Transfers . A Limited Partner may transfer, with or without the consent of the General Partner, all or a portion of its Partnership Interest (i) in the case of a Limited Partner who is an individual, to a member of his Immediate Family, any trust formed for the benefit of himself and/or members of his Immediate Family, or any partnership, limited liability company, joint venture, corporation or other business entity comprised only of himself and/or members of his Immediate Family and entities the ownership interests in which are owned by or for the benefit of himself and/or members of his Immediate Family, (ii) in the case of a Limited Partner which is a trust, to the beneficiaries of such trust, (iii) in the case of a Limited Partner which is a partnership, limited liability company, joint venture, corporation or other business entity to which Units were transferred pursuant to clause (i) above, to its partners, owners or shareholders, as the case may be, who are members of the Immediate Family of or are actually the Person(s) who transferred Partnership Units to it pursuant to clause (i) above, (iv) in the case of a Limited Partner which acquired Partnership Units as of the date hereof and which is a partnership, limited liability company, joint venture, corporation or other business entity, to its partners, owners, shareholders or Affiliates thereof, as the case may be, or the Persons owning the beneficial interests in any of its partners, owners or shareholders or Affiliates thereof (it being understood that this clause (iv) will apply to all of each Person’s Interests whether the Partnership Units relating thereto were acquired on the date hereof or hereafter), (v) in the case of a Limited Partner which is a partnership, limited liability company, joint venture, corporation or other business entity other than any of the foregoing described in clause (iii) or (iv), in accordance with the terms of any agreement between such Limited Partner and the Partnership pursuant to which such Partnership Interest was issued, (vi) pursuant to a gift or other transfer without consideration, (vii) pursuant to applicable laws of descent or distribution, (viii) to another Limited Partner and (ix) pursuant to a grant of security interest or other encumbrance effectuated in a bona fide transaction or as a result of the exercise of remedies related thereto, subject to the provisions of Section 11.3.E hereof. A trust or other entity will be considered formed “for the benefit” of a Partner’s Immediate Family even though some other Person has a remainder interest under or with respect to such trust or other entity.

D. No Transfers Violating Securities Laws . The General Partner may prohibit any transfer of Partnership Units by a Limited Partner unless it receives a written opinion of legal counsel (which opinion and counsel shall be reasonably satisfactory to the Partnership) to such Limited Partner to the effect that such transfer would not require filing of a registration statement under the Securities Act or would not otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Unit or, at the option of the Partnership, an opinion of legal counsel to the Partnership to the same effect.

E. No Transfers to Holders of Nonrecourse Liabilities . No pledge or transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan otherwise constitutes a Nonrecourse Liability unless (i) the General Partner is provided prior

written notice thereof and (ii) the lender enters into an arrangement with the Partnership and the General Partner to exchange or redeem for the Redemption Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

Section 11.4 Substituted Limited Partners

A. Consent of General Partner . No Limited Partners shall have the right to substitute a transferee as a Limited Partner in its place. The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership, the General Partner or any Partner. The General Partner hereby grants its consent to the admission as a Substituted Limited Partner to any bona fide financial institution that loans money or otherwise extends credit to a holder of Partnership Units and thereafter becomes the owner of such Partnership Units pursuant to the exercise by such financial institution of its rights under a pledge of such Partnership Units granted in connection with such loan or extension of credit.

B. Rights of Substituted Partner . A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article XI shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be conditioned upon the transferee executing and delivering to the Partnership an acceptance of all the terms and conditions of this Agreement (including, without limitation, the provisions of Section 15.11 ) and such other documents or instruments as may be required to effect the admission.

C. Partner Registry . Upon the admission of a Substituted Limited Partner, the General Partner shall update the Partner Registry in the books and records of the Partnership as it deems necessary to reflect such admission in the Partner Registry.

Section 11.5 Assignees

If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4 , such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6 , but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited

Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Section 11.6 General Provisions

A. Withdrawal of Limited Partner . No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s Partnership Units in accordance with this Article XI or pursuant to redemption of all of its Partnership Units under Section 8.6 .

B. Termination of Status as Limited Partner . Any Limited Partner who shall transfer all of its Partnership Units in a transfer permitted pursuant to this Article XI or pursuant to redemption of all of its Partnership Units under Section 8.6 shall cease to be a Limited Partner.

C. Timing of Transfers . Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

D. Allocations . If any Partnership Interest is transferred during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article XI or redeemed or transferred pursuant to Section 8.6 , Net Income, Net Losses, each item thereof and all other items attributable to such interest for such fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the fiscal year in accordance with Section 706(d) of the Code and corresponding Regulations, using the interim closing of the books method ( unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly, or a monthly proration period, in which event Net Income, Net Losses, each item thereof and all other items attributable to such interest for such fiscal year shall be prorated based upon the applicable method selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which the transfer or redemption occurs shall be allocated to the Person who is a Partner as of midnight on the last day of said month. All distributions of Available Cash attributable to any Partnership Unit with respect to which the Partnership Record Date is before the date of such transfer, assignment or redemption shall be made to the transferor Partner or the Redeeming Partner, as the case may be, and, in the case of a transfer or assignment other than a redemption, all distributions of Available Cash thereafter attributable to such Partnership Unit shall be made to the transferee Partner.

E. Additional Restrictions . Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer herein contained, including, without limitation, the provisions of Article VII and this Article XI , in no event may any transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6 ) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital

Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership there is a significant risk that such transfer would cause a termination of the Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Partnership Units held by all Limited Partners other than the General Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2 ); (v) if in the opinion of counsel to the Partnership, there is a significant risk that such transfer would cause the Partnership to be treated as an association taxable as a corporation for U.S. federal income tax purposes; (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code ( provided , however , that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless , and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); or (viii) if such transfer subjects the Partnership or the activities of the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; or (ix) if in the opinion of legal counsel for the Partnership, there is a risk that such transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

F. Avoidance of “Publicly Traded Partnership” and Taxable Corporation Status . The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “ Safe Harbors ”). The General Partner shall take all steps reasonably necessary or appropriate and permitted hereunder to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided , however , that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Redemption Right in accordance with the terms of Section 8.6 unless , and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation. The General Partner shall take all steps reasonably necessary to insure that the passive income exemption provided in Section 7704(c) of the Code is met.

ARTICLE XII

ADMISSION OF PARTNERS

Section 12.1 Admission of a Successor General Partner

A successor to all of the General Partner’s General Partner Interest pursuant to Section 11.2 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective upon such transfer. Any such successor shall carry on the business of the Partnership without dissolution. In such case, the admission shall be subject to such successor General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission.

Section 12.2 Admission of Additional Limited Partners

A. General . No Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent shall be given or withheld in the General Partner’s sole and absolute discretion. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement or who exercises an option to receive Partnership Units shall be admitted to the Partnership as an Additional Limited Partner only with the consent of the General Partner and only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 15.11 and (ii) such other documents or instruments as may be required in the discretion of the General Partner to effect such Person’s admission as an Additional Limited Partner. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.

B. Allocations to Additional Limited Partners . If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Fiscal Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Fiscal Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method ( unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration method, in which event Net Income, Net Losses, and each item thereof would be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner.

Section 12.3 Amendment of Agreement and Certificate of Limited Partnership

For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment to the Partner Registry) and, if required by law, shall prepare and file an amendment to the Certificate of Limited Partnership and may for this purpose exercise the power of attorney granted pursuant to Section 15.11 hereof.

ARTICLE XIII

DISSOLUTION AND LIQUIDATION

Section 13.1 Dissolution

The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (“ Liquidating Events ”):

(i)

an event of withdrawal of the General Partner (other than an event of bankruptcy) unless within ninety (90) days after the withdrawal, the written Consent of the Outside Limited Partners to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner is obtained;

(ii)

an election to dissolve the Partnership made by the General Partner, in its sole and absolute discretion;

(iii)

entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;

(iv)

ninety (90) days after the sale of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities;

(v)

the redemption of all Partnership Units other than those held by the General Partner; or

(vi)

a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or at the time of the entry of such order or judgment, the written Consent of the Outside Limited Partners is obtained to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner.

Section 13.2 Winding Up

A. General . Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. The General Partner (or, if there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners (the “ Liquidator ”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include equity or other securities of the General Partner or any other entity) shall be applied and distributed in the following order:

(1)

First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;

(2)

Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner;

(3)

Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the Limited Partners;

(4)

Fourth, to the holders of Partnership Interests that are entitled to any preference in distribution upon liquidation in accordance with the rights of any such class or series of Partnership Interests (and, within each such class or series, to each holder thereof pro rata based on its Percentage Interest in such class); and

(5)

The balance, if any, to the Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XIII .

B. Deferred Liquidation . Notwithstanding the provisions of Section 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2.A , undivided

interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Section 13.3 Compliance With Timing Requirements of Regulations; Restoration of Deficit Capital Accounts

A. Timing of Distributions . If the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made under this Article XIII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article XIII may be: (A) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership (in which case the assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement); or (B) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided , however , that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

B. Restoration of Deficit Capital Accounts Upon Liquidation of the Partnership . If any Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except as otherwise set forth in this Section 13.3.B , or as otherwise expressly agreed in writing by the affected Partner and the Partnership after the date hereof. Notwithstanding the foregoing, (i) if the General Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Partnership years or portions thereof, including the year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3); (ii) if a DRO Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Partnership Years or portions thereof, including the year during which such liquidation occurs), such DRO Partner shall be obligated to make a contribution to the Partnership with respect to any such deficit balance in such DRO Partner’s Capital Account upon a liquidation of the Partnership in an

amount equal to the lesser of such deficit balance or such DRO Partner’s DRO Amount; and (iii) the first sentence of this Section 13.3.B shall not apply with respect to any other Partner to the extent, but only to such extent, that such Partner previously has agreed in writing, with the consent of the General Partner, to undertake an express obligation to restore all or any portion of a deficit that may exist in its Capital Account upon a liquidation of the Partnership. No Limited Partner shall have any right to become a DRO Partner, to increase its DRO Amount, or otherwise agree to restore any portion of any deficit that may exist in its Capital Account without the express written consent of the General Partner, in its sole and absolute discretion. Any contribution required of a Partner under this Section 13.3.B . shall be made on or before the later of (i) the end of the Partnership Year in which the interest is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation. The proceeds of any contribution to the Partnership made by a DRO Partner with respect to a deficit in such DRO Partner’s Capital Account balance shall be treated as a Capital Contribution by such DRO Partner and the proceeds thereof shall be treated as assets of the Partnership to be applied as set forth in Section 13.2.A .

C. Restoration of Deficit Capital Accounts Upon a Liquidation of a Partner’s Interest by Transfer . If a DRO Partner’s interest in the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) (other than in connection with a liquidation of the Partnership) which term shall include a redemption by the Partnership of such DRO Partner’s interest upon exercise of the Redemption Right, and such DRO Partner is designated on Exhibit E as Part II DRO Partner, such DRO Partner shall be required to contribute cash to the Partnership equal to the lesser of (i) the amount required to increase its Capital Account balance as of such date to zero, or (ii) such DRO Partner’s DRO Amount. For this purpose, (i) the DRO Partner’s deficit Capital Account balance shall be determined by taking into account all contributions, distributions, and allocations for the portion of the Fiscal Year ending on the date of the liquidation or redemption, and (ii) solely for purposes of determining such DRO Partner’s Capital Account balance, the General Partner shall redetermine the Carrying Value of the Partnership’s assets on such date based upon the principles set forth in Sections 1.D.(3) and (4) of Exhibit B hereto, and shall take into account the DRO Partner’s allocable share of any Unrealized Gain or Unrealized Loss resulting from such redetermination in determining the balance of its Capital Account. The amount of any payment required hereunder shall be due and payable within the time period specified in the second to last sentence of Section 13.3.B .

D. Effect of the Death of a DRO Partner . After the death of a DRO Partner who is an individual, the executor of the estate of such DRO Partner may elect to reduce (or eliminate) the DRO Amount of such DRO Partner. Such elections may be made by such executor by delivering to the General Partner within two hundred and seventy (270) days of the death of such Limited Partner, a written notice setting forth the maximum deficit balance in its Capital Account that such executor agrees to restore under this Section 13.3 , if any. If such executor does not make a timely election pursuant to this Section 13.3 (whether or not the balance in the applicable Capital Account is negative at such time), then the DRO Partner’s estate (and the beneficiaries thereof who receive distributions of Partnership Interests therefrom) shall be deemed a DRO Partner with a DRO Amount in the same amount as the deceased DRO Partner. Any DRO Partner which itself is a partnership for U.S. federal income tax purposes may likewise elect, after the date of its partner’s death to reduce (or eliminate) its DRO Amount by delivering a similar notice to the General Partner within the time period specified above, and in the absence of any such notice the DRO Amount of such DRO Partner shall not be reduced to reflect the death of any of its partners.

Section 13.4 Rights of Limited Partners

Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise expressly provided in this Agreement, no Limited Partner shall have priority over any other Limited Partner as to the return of its Capital Contributions, distributions, or allocations.

Section 13.5 Notice of Dissolution

If a Liquidating Event occurs or an event occurs that would, but for provisions of an election or objection by one or more Partners pursuant to Section 13.1 , result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner).

Section 13.6 Cancellation of Certificate of Limited Partnership

Upon the completion of the liquidation of the Partnership cash and property as provided in Section 13.2 , the Partnership shall be terminated and the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 13.7 Reasonable Time for Winding Up

A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 , to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect among the Partners during the period of liquidation.

Section 13.8 Waiver of Partition

Each Partner hereby waives any right to partition of the Partnership property.

Section 13.9 Liability Of Liquidator

The Liquidator shall be indemnified and held harmless by the Partnership in the same manner and to the same degree as an Indemnitee may be indemnified pursuant to Section 7.7 .

ARTICLE XIV

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

Section 14.1 Amendments

A. General . Amendments to this Agreement may be proposed by the General Partner or by any Limited Partner holding Partnership Interests representing twenty-five percent (25%) or more of the Percentage Interest of the Class A Units. Following such proposal (except an amendment governed by Section 14.1.B ), the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written Consent of the Partners as set forth in this Section 14.1 on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written Consent, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, any failure to respond in such time period shall constitute a vote in favor of the recommendation of the General Partner. A proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and, except as provided in Section 14.1.B, 14.1.C or 14.1.D , it receives the Consent of the Partners holding Partnership Interests representing more than fifty percent (50%) of the Percentage Interest of the Class A Units (including Class A Units held by the General Partner).

B. Amendments Not Requiring Limited Partner Approval . Notwithstanding Section 14.1.A but subject to Section 14.1.C , the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(1)

to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;

(2)

to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of the Partner Registry with an amended Partner Registry);

(3)

to set forth the designations, rights, powers, duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article IV ;

(4)

to reflect a change that does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;

(5)

to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal, state or local agency or contained in federal, state or local law;

(6)

to modify the method by which Partners’ Capital Accounts, or any debits or credits thereto, are computed, in each case in accordance with Section 1.E of Exhibit B to this Agreement; and

(7)

to include provisions in the Agreement that may be referenced in any rulings, regulations, notices, announcements, or other guidance regarding the federal income tax treatment of compensatory partnership interests issued and made effective after the date hereof or in connection with any elections that the General Partner determines to be necessary or advisable in respect of any such guidance. Any such amendment may include, without limitation, (a) a provision authorizing or directing the General Partner to make any election under such guidance, (b) a covenant by the Partnership that all of the Partners must (I) comply with the such guidance and (II) take all actions (or, as the case may be, not take any action) necessary, including providing the Partnership with any required information, to permit the Partnership to comply with the requirements set forth or referred to in the Regulations for such election or other related guidance from the IRS, and (c) an amendment to the capital account maintenance provisions and the allocation provisions contained in Exhibit B or Exhibit C of this Agreement so that such provisions comply with (I) the provisions of the Code and the Treasury Regulations as they apply to the issuance of compensatory partnership interests and (II) the requirements of such guidance and any election made by the General Partner with respect thereto, including, a provision requiring “forfeiture allocations” as appropriate.

The General Partner shall notify the Limited Partners in writing when any action under this Section 14.1.B is taken in the next regular communication to the Limited Partners or within ninety (90) days of the date thereof, whichever is earlier.

C. Amendments Requiring Limited Partner Approval (Excluding the General Partner). Notwithstanding Sections 14.1.A and 14.1.B , without the Consent of the Outside Limited Partners, the General Partner shall not amend Section 4.2.A , Section 7.1.A (second sentence only), Section 7.5 , Section 7.6 , Section 7.8 , Section 7.11 , Section 11.2 , Section 13.1 , the last sentence of Section 11.4.A ( provided , however , that no such amendment shall in any event adversely affect the rights of any lender who made a loan or who extended credit and received in connection therewith a pledge of Partnership Units prior to the date such amendment is adopted unless , and only to the extent such lender consents thereto), this Section 14.1.C or Section 14.2 .

D. Other Amendments Requiring Certain Limited Partner Approval . Notwithstanding anything in this Section 14.1 to the contrary, this Agreement shall not be amended with respect to any Partner adversely affected without the Consent of such Partner adversely affected, or to any Assignee who is a bona fide financial institution that loans money or otherwise extends credit to a holder of Partnership Units that is adversely affected, but in either case only if such amendment would (i) convert such Limited Partner’s interest in the Partnership into a general partner’s interest, (ii) modify the limited liability of such Limited Partner, (iii) amend Section 7.11 , (iv) amend Article V or Article VI (except as permitted pursuant to Sections 4.2, 5.4, 6.2 and 14.1.B (3)), (v) amend Section 8.6 or any defined terms set forth in Article I that relate to the

Redemption Right (except as permitted in Section 8.6.E or in connection with a transfer contemplated by Section 11.2.B(ii) ), or (vi) amend Sections 11.3 or 11.5 , or add any additional restrictions to Section 11.6.E or amend Section 14.1.B(4) or this Section 14.1.D .

E. Amendment and Restatement of Partner Registry Not an Amendment . Notwithstanding anything in this Article XIV or elsewhere in this Agreement to the contrary, any amendment and restatement of the Partner Registry by the General Partner to reflect events or changes otherwise authorized or permitted by this Agreement shall not be deemed an amendment of this Agreement and may be done at any time and from time to time, as determined by the General Partner without the Consent of the Limited Partners and without any notice requirement.

Section 14.2 Meetings of the Partners

A. General . Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding Partnership Interests representing twenty-five percent (25%) or more of the Percentage Interest of the Class A Units (including Class A Units held by the General Partner). The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. Partners entitled to vote may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.A . Except as otherwise expressly provided in this Agreement, the Consent of holders of Partnership Interests representing a majority of the Percentage Interests of the Class A Units shall control (including Class A Units held by the General Partner).

B. Actions Without a Meeting . Except as otherwise expressly provided by this Agreement, any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by Partners holding Partnership Interests representing more than fifty percent (50%) (or such other percentage as is expressly required by this Agreement) of the Percentage Interest of the Class A Units (including Class A Units held by the General Partner). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Partners. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the date on which written consents from the Partners holding the required Percentage Interest of the Class A Units have been filed with the General Partner.

C. Proxy . Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice thereof.

D. Conduct of Meeting . Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

ARTICLE XV

GENERAL PROVISIONS

Section 15.1 Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person, when sent by first class United States mail or by other means of written communication (including, but not limited to, via e-mail) to the Partner or Assignee at the address set forth in the Partner Registry or such other address as the Partners shall notify the General Partner in writing.

Section 15.2 Titles and Captions

All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” “Sections” and “Exhibits” are to Articles, Sections and Exhibits of this Agreement.

Section 15.3 Pronouns And Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.4 Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.5 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.6 Creditors

Other than as expressly set forth herein with regard to any Indemnitee, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 15.7 Waiver

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

Section 15.8 Counterparts

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 15.9 Applicable Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Section 15.10 Invalidity Of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.11 Power Of Attorney

A. General . Each Limited Partner and each Assignee who accepts Partnership Units (or any rights, benefits or privileges associated therewith) is deemed to irrevocably constitute and appoint the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(1)

execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements thereof) that the General Partner or any Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property, (b) all instruments that the General Partner or any Liquidator deem appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms, (c) all conveyances and other instruments or documents that the General Partner or any Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation,

a certificate of cancellation, (d) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article XI , XII or XIII hereof or the Capital Contribution of any Partner and (e) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Partnership Interests; and

(2)

execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement.

Nothing contained in this Section 15.11 shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article XIV hereof or as may be otherwise expressly provided for in this Agreement.

B. Irrevocable Nature . The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner or any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Units and shall extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Section 15.12 Entire Agreement

This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any prior written oral understandings or agreements among them with respect thereto.

Section 15.13 No Rights As Shareholders

Nothing contained in this Agreement shall be construed as conferring upon the holders of the Partnership Units any rights whatsoever as shareholders of the General Partner Entity, including, without limitation, any right to receive dividends or other distributions made to shareholders of the General Partner Entity, or to vote or to consent or receive notice as shareholders in respect to any meeting of shareholders for the election of trustees (or directors, if applicable) of the General Partner Entity or any other matter.

Section 15.14 Limitation To Preserve REIT Status

To the extent that any amount paid or credited to the General Partner Entity or any of its officers, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner Entity for purposes of Section 856(c)(2) or 856(c)(3) of the Code (a “ General Partner Payment ”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payment for any Fiscal Year shall not exceed the lesser of:

(i) an amount equal to the excess, if any, of (a) 4% of the General Partner Entity’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the Fiscal Year which is described in subsections (A) though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or

(ii) an amount equal to the excess, if any of (a) 24% of the General Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the Fiscal Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code;

provided , however , that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner Entity’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a given Fiscal Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided , however , that such amounts shall not carry over for more than five (5) Fiscal Years, and if not paid within such five (5) Fiscal Year period, shall expire; and provided further that (i) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any, and (ii) with respect to carry over amounts for more than one Fiscal Year, such payments shall be applied to the earliest Fiscal Year first.

[Remainder of page intentionally left blank, signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


GENERAL PARTNER: American Homes 4 Rent, a Maryland real estate investment trust

	By:	/s/ David Singelyn
	Name:	David Singelyn
	Title:	Chief Executive Officer

LIMITED PARTNERS

By:	American Homes 4 Rent, a Maryland real estate investment trust, as Attorney-in-Fact for the Limited Partners

	By:	/s/ David Singelyn
	Name:	David Singelyn
	Title:	Chief Executive Officer

[End of signatures]

S-1

EXHIBIT A

FORM OF PARTNER REGISTRY


	CLASS A UNITS
Name And Address Of Partner	Partnership Units	Initial Capital Account	Percentage Interest (1)
GENERAL PARTNER :
American Homes 4 Rent
LIMITED PARTNERS :
[NAME]
TOTAL CLASS A UNITS				100.00000	%

Ex. A

EXHIBIT B

CAPITAL ACCOUNT MAINTENANCE

1. Capital Accounts of the Partners

A. The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section l.704-l(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to this Agreement and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1 of the Agreement and Exhibit C thereof, and decreased by (x) the amount of cash or Agreed Value of property actually distributed or deemed to be distributed to such Partner pursuant to this Agreement and (y) all items of Partnership deduction and loss computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1 of the Agreement and Exhibit C thereof.

B For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Partners’ Capital Accounts, unless otherwise specified in this Agreement, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes determined in accordance with Section 703(a) of the Code (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(1) Except as otherwise provided in Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any adjustments to the adjusted bases of the assets of the Partnership pursuant to Sections 734(b) and 743(b) of the Code, provided , however , that the amounts of any adjustments to the adjusted bases of the assets of the Partnership made pursuant to Section 734 of the Code as a result of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected in the Partners’ Capital Accounts) shall be reflected in the Capital Accounts of the Partners in the manner and subject to the limitations prescribed in Regulations Section l.704-1(b)(2)(iv)(m)(4).

(2) The computation of all items of income, gain, and deduction shall be made without regard to the fact that items described in Sections 705(a)(l)(B) or 705(a)(2)(B) of the Code are not includible in gross income or are neither currently deductible nor capitalized for federal income tax purposes.

(3) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

Ex. B-1

(4) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year.

(5) In the event the Carrying Value of any Partnership asset is adjusted pursuant to Section 1.D hereof, the amount of any such adjustment shall be taken into account as gain or loss from the disposition of such asset.

(6) Any items specially allocated under Section 2 of Exhibit C to the Agreement hereof shall not be taken into account.

C. A transferee (including any Assignee) of a Partnership Unit shall succeed to a pro rata portion of the Capital Account of the transferor in accordance with Regulations Section 1.704-1(b)(2)(iv)(l).

D. (1) Consistent with the provisions of Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in Section 1.D(2) , the Carrying Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 1.D(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement.

(2) Such adjustments shall be made as of the following times: (a) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) immediately prior to the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; and (c) immediately prior to the liquidation of the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g), provided , however , that adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; provided further, however , that the issuance of any LTIP Unit shall be deemed to require a revaluation pursuant to this Section 1.D .

(3) In accordance with Regulations Section 1.704- l(b)(2)(iv)(e), the Carrying Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed.

(4) In determining Unrealized Gain or Unrealized Loss for purposes of this Exhibit B , the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of the Agreement, shall be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate fair market value among the assets of the Partnership in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties.

Ex. B-2

E. The provisions of the Agreement (including this Exhibit B and the other Exhibits to the Agreement) relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification without regard to Article XIV of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article XIII of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section l.704-l(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section l.704-1(b).

2. No Interest

No interest shall be paid by the Partnership on Capital Contributions or on balances in Partners’ Capital Accounts.

3. No Withdrawal

No Partner shall be entitled to withdraw any part of its Capital Contribution or Capital Account or to receive any distribution from the Partnership, except as provided in Articles IV , V , VII and XIII of the Agreement.

Ex. B-3

EXHIBIT C

SPECIAL ALLOCATION RULES

1. Special Allocation Rules.

Notwithstanding any other provision of the Agreement or this Exhibit C , the following special allocations shall be made in the following order:

A. Minimum Gain Chargeback . Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this Exhibit C , if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 1.A is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and for purposes of this Section 1.A only, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Exhibit C with respect to such Fiscal Year and without regard to any decrease in Partner Minimum Gain during such Fiscal Year.

B. Partner Minimum Gain Chargeback . Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Exhibit C (except Section 1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4). This Section 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 1.B , each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Exhibit C with respect to such Fiscal Year, other than allocations pursuant to Section 1.A hereof.

Ex. C-1

C. Qualified Income Offset . In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), l.704-1(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6), and after giving effect to the allocations required under Sections 1.A and 1.B hereof with respect to such Fiscal Year, such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Fiscal Year) shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 1.C is intended to constitute a “qualified income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

D. Gross Income Allocation . In the event that any Partner has an Adjusted Capital Account Deficit at the end of any Fiscal Year (after taking into account allocations to be made under the preceding paragraphs hereof with respect to such Fiscal Year), each such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Fiscal Year) in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit.

E. Nonrecourse Deductions . Except as may otherwise be expressly provided by the General Partner pursuant to Section 4.2 of the Agreement with respect to other classes of Partnership Units, Nonrecourse Deductions for any Fiscal Year shall be allocated only to the Partners holding Class A Units and Class B Units in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio for such Fiscal Year to the numerically closest ratio which would satisfy such requirements.

F. Partner Nonrecourse Deductions . Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).

G. Adjustments Pursuant to Code Section 734 and Section 743 . To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

Ex. C-2

2. Allocations for Tax Purposes

A. Except as otherwise provided in this Section 2 , for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C .

B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes among the Partners as follows:

(1) (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code to take into account the variation between the Section 704(c) Value of such property and its adjusted basis at the time of contribution (taking into account Section 2.C of this Exhibit C ); and

(b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C .

(2) (a) In the case of an Adjusted Property, such items shall

(i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B ;

(ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B(1) of this Exhibit C ; and

(b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C .

(3) all other items of income, gain, loss and deduction shall be allocated among the Partners the same manner as their correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C .

Ex. C-3

C. To the extent Regulations promulgated pursuant to Section 704(c) of the Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall have the authority to elect the method to be used by the Partnership and such election shall be binding on all Partners.

Ex. C-4

EXHIBIT D

NOTICE OF REDEMPTION

The undersigned hereby irrevocably (i) redeems Partnership Units in American Homes 4 Rent, L.P. in accordance with the terms of the Agreement of Limited Partnership of American Homes 4 Rent, L.P., as amended, and the Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if Shares are to be delivered, such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, free and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as provided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender.


		Dated:						Name of Limited Partner:





								(Signature of Limited Partner)


								(Street Address)


								(City) (State) (Zip Code)

Ex. D-1



								Signature Guaranteed by:

IF SHARES ARE TO BE ISSUED, ISSUE TO:



		Name:

		Social Security or tax identifying number:

Ex. D-2

EXHIBIT E

FORM OF DRO REGISTRY


PART I DRO PARTNERS		DRO AMOUNT

PART II DRO PARTNERS

Ex. E-1

EXHIBIT F

NOTICE OF ELECTION BY PARTNER TO CONVERT

LTIP UNITS INTO CLASS A UNITS

The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert LTIP Units in American Homes 4 Rent, L.P. (the “Partnership”) into Class A Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Class A Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion.


		Dated:						Name of Limited Partner:





								(Signature of Limited Partner)


								(Street Address)


								(City) (State) (Zip Code)

								Signature Guaranteed by:

Ex. F-1

EXHIBIT G

NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF

LTIP UNITS INTO CLASS A UNITS

American Homes 4 Rent, L.P. (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended.

Name of Holder:

Date of this Notice:

Number of LTIP Units to be Converted:

Please Print: Exact Name as Registered

with Partnership

Ex. G-1

Exhibit 10.2

FIRST AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICAN HOMES 4 RENT, L.P.

DESIGNATION OF 3.5% CONVERTIBLE PREFERRED UNITS

December 31, 2012

Pursuant to Section 4.2 and Section 14.1.B of the Agreement of Limited Partnership of American Homes 4 Rent, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent, LLC (“AH4R LLC”) of 3.5% Convertible Preferred Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”) in exchange for the contribution by AH4R LLC of a Class B membership interest in American Homes 4 Rent Investments, LLC:

1. Designation and Number . A series of Preferred Units (as defined below), designated the “3.5% Convertible Preferred Units” is hereby established. The number of authorized Preferred Units shall be 653,492.

2. Defined Terms . Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this Amendment to the Partnership Agreement shall have the meanings specified below:

“Base Liquidation Preference” means $15.00 per 3.5% Convertible Preferred Unit.

“Class A Units” means the Partnership’s Class A Units.

“Distribution Record Date” shall have the meaning provided in Section 5(a).

“Junior Preferred Units” shall have the meaning provided in Section 4.

“Liquidating Distributions” shall have the meaning provided in Section 6(a).

“Parity Preferred Units” shall have the meaning provided in Section 4.

“Preferred Units” means all Partnership Interests designated as preferred units by the General Partner from time to time in accordance with Section 4.2 of the Partnership Agreement.

“Senior Preferred Units” shall have the meaning provided in Section 4.

“Preferred Return” shall have the meaning provided in Section 5(a).

“Preferred Unit Distribution Payment Date” shall have the meaning provided in Section 5(a).

3. Maturity . The 3.5% Convertible Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4. Rank . The 3.5% Convertible Preferred Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank (a) senior to all Class A Units, Class B Units, LTIP Units, and any class or series of Preferred Units expressly designated as ranking junior to the 3.5% Convertible Preferred Units as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership (collectively, the “Junior Preferred Units”); (b) on a parity with any class or series of Preferred Units issued by the Partnership expressly designated as ranking on a parity with the 3.5% Convertible Preferred Units as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership (the “Parity Preferred Units”); and (c) junior to any class or series of Preferred Units issued by the Partnership expressly designated as ranking senior to

the 3.5% Convertible Preferred Units as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership (the “Senior Preferred Units”). The term “Preferred Units” does not include convertible or exchangeable debt securities of the Partnership, which will rank senior to the 3.5% Convertible Preferred Units prior to conversion or exchange. The 3.5% Convertible Preferred Units will also rank junior in right of payment to the Partnership’s existing and future indebtedness.

5.	Distributions .

(a) Subject to the preferential rights of holders of any class or series of Senior Preferred Units of the Partnership, the holders of 3.5% Convertible Preferred Units shall be entitled to receive, when, as and if authorized by the General Partner and declared by the Partnership, out of funds of the Partnership legally available for payment of distributions, cumulative cash distributions at the rate of 3.5% per annum of the Base Liquidation Preference per unit (equivalent to a fixed annual amount of $0.525 per unit) (the “Preferred Return”). Distributions on the 3.5% Convertible Preferred Units shall accrue and be cumulative from (and including) the date of original issue of any 3.5% Convertible Preferred Units and shall be payable quarterly, in equal amounts, in arrears, on or about the 15 ^th day of each January, April, July and October of each year (each, a “Preferred Unit Distribution Payment Date’’); provided, however, if any Preferred Unit Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Preferred Unit Distribution Payment Date may be paid on the next succeeding business day with the same force and effect as if paid on such Preferred Unit Distribution Payment Date, and no interest or additional distributions or other sums shall accrue on the amount so payable from such Preferred Unit Distribution Payment Date to such next succeeding business day. “Business day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required to close. A “distribution period” shall mean the period commencing from, and including, the Preferred Unit Distribution Payment Date to, but excluding, the next succeeding Distribution Payment Date. The initial distribution period shall be the period from, and including, January 1, 2013 to, but excluding, April 1, 2013. The amount of any distribution payable on the 3.5% Convertible Preferred Units for any partial distribution period will be prorated and computed on the basis of twelve 30-day months and a 360-day year. Distributions will be payable in arrears to holders of record of the 3.5% Convertible Preferred Units as they appear on the records of the Partnership at the close of business on the applicable record date, which shall be the last business day of the calendar quarter prior to the applicable Preferred Unit Distribution Payment Date or such other date designated by the General Partner of the Partnership for the payment of distributions that is not more than 90 nor less than ten days prior to such Preferred Unit Distribution Payment Date (each, a “Distribution Record Date”).

(b) No distributions on the 3.5% Convertible Preferred Units shall be authorized by the General Partner or declared, paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any agreement relating to the indebtedness of any of them, prohibits such authorization, declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(c) Notwithstanding anything to the contrary contained herein, distributions on the 3.5% Convertible Preferred Units will accrue whether or not the restrictions referred to in Section 5(b) exist, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

(d) Except as provided in Section 5(e) below, no distributions shall be declared and paid or set apart for payment, and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any Class A Units, Class B Units, LTIP Units, Parity Preferred Units or Junior Preferred Units of the Partnership (other than a distribution paid in units of, or options, warrants or rights to subscribe for or purchase units of, Class A Units, Class B Units, LTIP Units or Junior Preferred Units) for any period, nor shall Class A Units, Class B Units, LTIP Units, Parity Preferred Units or Junior Preferred Units be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of any such units by the Partnership, directly or indirectly (except by conversion into or exchange for, or options, warrants or rights to purchase or subscribe for, Class A Units, Class B Units, LTIP Units or Junior Preferred Units, and except for purchases or exchanges pursuant to a purchase or exchange offer made on the same terms to all holders of 3.5% Convertible Preferred Units and all holders of Parity Preferred Units), unless full cumulative distributions on the 3.5% Convertible Preferred Units for all past distribution periods shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment.

(e) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) on the 3.5% Convertible Preferred Units and any Parity Preferred Units, all distributions declared on the 3.5% Convertible Preferred Units and any Parity Preferred Units shall be declared pro rata so that the amount of distributions declared per 3.5% Convertible Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per 3.5% Convertible Preferred Unit and such Parity Preferred Units (which shall not include any accrual in respect of unpaid distributions on any Parity Preferred Units for prior distribution periods if such Parity Preferred Units do not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on 3.5% Convertible Preferred Units which may be in arrears.

(f) Holders of 3.5% Convertible Preferred Units shall not be entitled to any distribution, whether payable in cash, property or units of the Partnership, in excess of full cumulative distributions on the 3.5% Convertible Preferred Units as provided above. Any distribution made on the 3.5% Convertible Preferred Units shall first be credited against the earliest accrued but unpaid distributions due with respect to such units which remains payable. Accrued but unpaid distributions on 3.5% Convertible Preferred Units will accumulate as of the Preferred Unit Distribution Payment Date on which they first become payable or on the date of redemption, as the case may be.

(g) For the avoidance of doubt, in determining whether a distribution (other than upon voluntary or involuntary liquidation) by distribution, redemption or other acquisition of the Partnership Units is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Partnership Units whose preferential rights are superior to those receiving the distribution.

6.	Liquidation Preference .

(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the 3.5% Convertible Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $15.00 per 3.5% Convertible Preferred Unit, plus an amount equal to any accrued and unpaid distributions to, but not including, the date of payment or the date the amount for payment is set apart for payment (the “Liquidating Distributions”).

(b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding 3.5% Convertible Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of 3.5% Convertible Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled.

(c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the 3.5% Convertible Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 3.5% Convertible Preferred Units and any Parity Preferred Units shall not be entitled to share therein.

(d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of 3.5% Convertible Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

(e) For the avoidance of doubt, the consolidation or merger of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

7.	Optional Redemption .

(a) The 3.5% Convertible Preferred Units are not redeemable prior to January 2, 2018, except as otherwise provided in this Section 7. On and after January 2, 2018, the Partnership, at its option, upon not less than 30 nor more than 60 days’ written notice, may redeem the 3.5% Convertible Preferred Units, in whole or from time to time in part, for cash, at a redemption price equal to $15.00 per 3.5% Convertible Preferred Unit, plus any accrued and unpaid distributions thereon to, but not including, the date fixed for redemption (the “Redemption Date”). If fewer than all of the outstanding 3.5% Convertible Preferred Units are to be redeemed, the 3.5% Convertible Preferred Units to be redeemed may be selected pro rata (as nearly as practicable without creating fractional units) or by lot or in such other equitable method determined by the Partnership in its sole discretion.

(b) Unless full cumulative distributions on all 3.5% Convertible Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, (i) no 3.5% Convertible Preferred Units shall be redeemed unless all outstanding 3.5% Convertible Preferred Units are simultaneously redeemed, and (ii) the Partnership shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any 3.5% Convertible Preferred Units (except by conversion into or exchange for, or options, warrants or rights to purchase or subscribe for Class A Units, Class B Units or Junior Preferred Units of the Partnership); provided, however , that the foregoing shall not prevent the redemption or purchase of 3.5% Convertible Preferred Units by the Partnership in order to ensure that the General Partner remains qualified as a REIT for federal income tax purposes, or the purchase or acquisition of 3.5% Convertible Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding 3.5% Convertible Preferred Units.

(c) Immediately prior to any redemption of 3.5% Convertible Preferred Units, the Partnership shall pay, in cash, any accrued and unpaid distributions on the 3.5% Convertible Preferred Units to, but not including, the Redemption Date, unless a Redemption Date falls after a Distribution Record Date and prior to the corresponding Preferred Unit Distribution Payment Date, in which case each holder of 3.5% Convertible Preferred Units at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Preferred Unit Distribution Payment Date (including any accrued and unpaid distributions for prior distribution periods) notwithstanding the redemption of such units before such Preferred Unit Distribution Payment Date. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on 3.5% Convertible Preferred Units for which a notice of redemption has been given.

(d) Notice of redemption of the 3.5% Convertible Preferred Units shall be mailed by the Partnership to each holder of record of the 3.5% Convertible Preferred Units to be redeemed by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date at such holder’s address as the same appears on the records of the Partnership. A failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceedings for the redemption of any 3.5% Convertible Preferred Units except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the Redemption Date; (ii) the redemption price; (iii) the number of 3.5% Convertible Preferred Units to be redeemed; (iv) the place or places where the 3.5% Convertible Preferred Units are to be surrendered for payment of the redemption price and the procedures applicable thereto; and (v) that distributions on such 3.5% Convertible Preferred Units to be redeemed will cease to accrue on such Redemption Date. If less than all of the 3.5% Convertible Preferred Units held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of 3.5% Convertible Preferred Units held by such holder to be so redeemed.

(e) Holders of 3.5% Convertible Preferred Units to be redeemed shall surrender such 3.5% Convertible Preferred Units at the place or places designated in such notice and, upon surrender of the units, such 3.5% Convertible Preferred Units shall be redeemed by the Partnership at the redemption price plus any accrued and unpaid distributions payable upon such redemption. If notice of redemption of any of the 3.5% Convertible

Preferred Units has been given and if the funds necessary for such redemption have been set apart by the Partnership for the benefit of the holders of any 3.5% Convertible Preferred Units so called for redemption, then, from and after the Redemption Date, distributions will cease to accrue on such 3.5% Convertible Preferred Units, such 3.5% Convertible Preferred Units shall no longer be deemed outstanding and all rights of the holders of such 3.5% Convertible Preferred Units will terminate, except the right to receive the redemption price and any accrued and unpaid distributions to, but not including, the Redemption Date; provided, however , if the Redemption Date falls after a Distribution Record Date and prior to the corresponding Preferred Unit Distribution Payment Date, each holder of 3.5% Convertible Preferred Units so called for redemption at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Preferred Unit Distribution Payment Date notwithstanding the redemption of such units before such Preferred Unit Distribution Payment Date.

(f) All 3.5% Convertible Preferred Units redeemed or otherwise acquired by the Partnership in any manner whatsoever shall be retired and reclassified as authorized but unissued Preferred Units, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred Units in accordance with the applicable provisions of the Partnership Agreement.

8. Voting Rights . Holders of the 3.5% Convertible Preferred Units will not have any voting rights.

9. Conversion . The 3.5% Convertible Preferred Units are not convertible or exchangeable for any other property or securities, except as provided herein. Commencing June 30, 2013, a holder of 3.5% Convertible Preferred Units has a one-time right to tender all (no partial conversions are permitted) of its 3.5% Convertible Preferred Units for redemption and, upon such tender for redemption, the Partnership shall issue in exchange for the tendered 3.5% Convertible Preferred Units, on a one-for-one basis, Class A Units in the Partnership .

10. Allocation of Profit and Loss . Allocations of the Partnership’s items of income, gain, loss and deduction shall be allocated among holders of 3.5% Convertible Preferred Units in accordance with Article VI of the Partnership Agreement.

11. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.


GENERAL PARTNER:

AMERICAN HOMES 4 RENT

By:		/s/ David Singelyn
		Name: David Singelyn
		Title: Chief Executive Officer

Exhibit 10.3

AMENDED & RESTATED

SECOND AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICAN HOMES 4 RENT, L.P.

DESIGNATION OF SERIES C CONVERTIBLE UNITS

May 22, 2013

1. Designation and Number . A series of Partnership Units designated the “Series C Convertible Units” is hereby established. The number of authorized Series C Convertible Units shall be 31,085,974.

2. Defined Terms . Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this amendment to the Partnership Agreement (the “Second OP Amendment”) shall have the meanings specified below:

“Aggregate Cost” of a Property or Properties means the amount(s) set forth in the column under the heading “Aggregate Cost” on Exhibit B to the Contribution Agreement.

“Available Cash” shall have the meaning provided in the Partnership Agreement.

“Base Amount” means $15.50 per Series C Convertible Unit.

“Class A Units” means the Partnership’s Class A Units.

“Contribution Agreement” means the Contribution Agreement dated as of February 25, 2013 by and among AH LLC, American Homes 4 Rent, a Maryland real estate investment trust, the Partnership, and AH 4R Properties Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of AH LLC.

“Distribution Record Date” shall have the meaning provided in Section 5(a).

“Family Member” means as to any Person that is an individual, such Person’s spouse, ancestors (whether by blood or by adoption or step-ancestors by marriage), descendants (whether by blood or by adoption or step-descendants by marriage), brothers and sisters, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and descendants (whether by blood or by adoption or step-descendants by marriage) of a brother or sister and any limited liability company or inter vivos or testamentary trusts (whether revocable or irrevocable) of which only such Person, his or her spouse, ancestors (whether by blood or by adoption or step-ancestors by marriage), descendants (whether by blood or by adoption or step-descendants by marriage), brothers and sisters, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and descendants (whether by blood or by adoption or step-descendants by marriage) of a brother or sister are initial income beneficiaries.

“Management Fee” means the management fee payable by the General Partner pursuant to the Advisory Management Agreement with an affiliate of AH LLC dated November 21, 2012, or any similar fee payable pursuant to any future management agreement with any affiliate of AH LLC.

“Person” means an individual or a corporation, partnership (general or limited), trust, estate, custodian, nominee, unincorporated organization, association, limited liability company or any other individual or entity in its own or any representative capacity.

“Properties Available Cash” means, with respect to any period for which such calculation is being made,

(a)

all cash revenues and funds received by the Partnership with respect to the Properties (excluding the proceeds of any Capital Contribution, unless otherwise determined by the General Partner in its sole and absolute discretion) plus the amount of any reduction (including, without limitation, a reduction resulting because the General Partner determines such amounts are no longer necessary) in reserves of the Partnership with respect to the Properties, which reserves are referred to in clause (b)(ii) below;

(b)

less the sum of the following (except to the extent made with the proceeds of any Capital Contribution), each with respect to the Properties only:

all cash expenditures made or accrued by the Partnership during such period (including, but not limited to, capital expenditures (other than those paid directly by AH LLC), property operating expenses, and property management fees, and excluding all general and administrative expenses of the Partnership and the Management Fee), and

ii.

the amount of any increase in reserves established during such period which the General Partner determines is necessary or appropriate consistent with prior practice related to the operation of the Properties.

Notwithstanding the foregoing, after commencement of the dissolution and liquidation of the Partnership, Properties Available Cash shall not include any cash received or reductions in reserves and shall not take into account any disbursements made or reserves established.

“Series C Convertible Unit Distribution Payment Date” shall have the meaning provided in Section 5(a).

“Series C Convertible Unit Return” shall have the meaning provided in Section 5(a).

“Scheduled Rental Income (Annualized)” of a Property or Properties means the amount(s) set forth in the column under the heading “Scheduled Rental Income (Annualized)” on Exhibit B to the Contribution Agreement.

“Valuation” of a Property or Properties means the amount(s) set forth in the column under the heading “Valuation” on Exhibit B to the Contribution Agreement.

3. Maturity . The Series C Convertible Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4. Priority; Transfer Restrictions . Subject to the provisions of this Second OP Amendment, upon liquidation, dissolution or winding up of the Partnership, the Series C Convertible Units:

(a) shall automatically convert into Class A Units in the Partnership as provided in Sections 7(a) and (b) below; and

(b) with respect to distributions, shall be entitled to:

full cumulative accrued distributions on the Series C Convertible Units equal to the Series C Convertible Unit Return for all past distribution periods and the current accruing distribution period as of the date of the commencement of the liquidation, dissolution or winding up, plus

ii.

assets distributed to Class A Units upon liquidation, dissolution or winding up, but not any arrears dividends paid to Class A Units.

Except with respect to transfers by and between Family Members, or by and between a limited liability company that is a holder of Series C Convertible Units and its members or by and between such members, a holder of Series C Convertible Units shall not be entitled to transfer his or her Series C Convertible Units until the time of and in connection with the conversion of the Series C Convertible Units into Class A Units as provided in Section 7 below.

5. Distributions .

(a) The holders of Series C Convertible Units shall be entitled to receive, when, as and if authorized by the General Partner and declared by the Partnership, solely out of funds of the Partnership legally available for payment of distributions, quarterly cash distributions equal to the Properties Available Cash, up to a maximum rate of 3.9% per annum of the Base Amount per unit (equivalent to a maximum annual amount of $0.6045 per unit) (the “Series C Convertible Unit Return”). Distributions on the Series C Convertible Units shall be payable no more frequently than quarterly on or about the 15 ^th day of each January, April, July and October of each year (each, a “Series C Convertible Unit Distribution Payment Date’’); provided, however, if any Series C Convertible Unit Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Series C Convertible Unit Distribution Payment Date may be paid on the next succeeding business day with the same force and effect as if paid on such Series C Convertible Unit Distribution Payment Date, and no interest or additional distributions or other sums shall accrue on the amount so payable from such Series C Convertible Unit Distribution Payment Date to such next succeeding business day. “Business day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required to close. A “distribution period” shall mean the period commencing from, and including, the Series C Convertible Unit Distribution Payment Date to, but excluding, the next succeeding Distribution Payment Date. The initial distribution period shall be the period from, and including, the date of original issue of any Series C Convertible Units to, but excluding, March 31, 2013. The amount of any distribution payable on the Series C Convertible Units for any partial distribution period will be prorated and computed on the basis of twelve 30-day months and a 360-day year. Distributions will be payable in arrears to holders of record of the Series C Convertible Units as they appear on the records of the Partnership at the close of business on the applicable record date, which shall be the last business day of the calendar quarter prior to the applicable Series C Convertible Unit Distribution Payment Date or such other date designated by the General Partner of the Partnership for the payment of distributions that is not more than 90 nor less than ten days prior to such Series C Convertible Unit Distribution Payment Date (each, a “Distribution Record Date”).

(b) Distributions on the Series C Convertible Units shall accrue from (and including) the date of original issue of any Series C Convertible Units only to the extent that with respect to the period for which such calculation is being made,

Properties Available Cash is greater than $0; and

ii.

Year-to-date, (A) distributions actually paid to the holders of Series C Convertible Units, plus (B) accrued but unpaid distributions to the holders of Series C Convertible Units, is less than the Series C Convertible Unit Return for such year-to-date period,

where the maximum distribution (paid and/or accrued) with respect to a fiscal year is $0.6045 per Series C Convertible Unit. Accrued but unpaid distributions on Series C Convertible Units will accumulate as provided in Section 5(h).

(c) If Properties Available Cash is less than $0 with respect to any period for which a distribution calculation is being made, such negative cash amount shall be applied to the calculation of distributions on the Series C Convertible Units with respect to all future distribution periods until such negative cash amount has been exhausted.

(d) No distributions on the Series C Convertible Units shall be authorized by the General Partner or declared, paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any agreement relating to the indebtedness of any of them, prohibits such authorization, declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(e) Notwithstanding anything to the contrary contained herein, distributions on the Series C Convertible Units will accrue in accordance with Section 5(b) whether or not the restrictions referred to in Section 5(d) exist, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

(f) Except as provided in Sections 5(g) and/or 5(j) below, no distribution of Properties Available Cash shall be declared and paid or set apart for payment, and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to Partnership Units (other than Series C Convertible Units) for any period, unless full cumulative accrued distributions on the Series C Convertible Units equal to the Series C Convertible Unit Return for all past distribution periods (but not the current accruing distribution period) shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment.

(g) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series C Convertible Units, all distributions declared on the Series C Convertible Units shall be declared pro rata so that the amount of distributions declared per Series C Convertible Unit shall in all cases bear to each other the same ratio that accrued distributions per Series C Convertible Unit bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on Series C Convertible Units which may be in arrears.

(h) Holders of Series C Convertible Units shall not be entitled to any distribution, whether payable in cash, property or units of the Partnership, in excess of the Series C Convertible Unit Return as provided above. Any distribution made on the Series C Convertible Units shall first be credited against the earliest accrued but unpaid distributions due with respect to such units which remains payable. Accrued but unpaid distributions on Series C Convertible Units will accumulate as of the Series C Convertible Unit Distribution Payment Date on which they first become payable.

(i) For the avoidance of doubt, in determining whether a distribution (other than upon voluntary or involuntary liquidation) by distribution, redemption or other acquisition of the Partnership Units is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Partnership Units whose preferential rights are superior to those receiving the distribution.

(j) Notwithstanding anything else in herein, no distribution of Properties Available Cash shall be declared and paid or set apart for payment to holders of the Series C Convertible Units (but such distributions shall accrue in accordance with Section 5(b)) if the General Partner determines, in its sole and absolute discretion and consistent with the qualification of the General Partner Entity as a REIT, to distribute Properties Available Cash to the General Partner in an amount to make distributions to the General Partner’s shareholders that will enable the General Partner to satisfy the requirements for qualification as a REIT under the Code and Regulations.

6. Voting Rights . The Series C Convertible Units will vote on all Partnership matters with the Class A Units on a one vote per unit basis. With respect to any matter requiring the vote or approval of the holders of the Series C Convertible Units, and with respect to any communications from the holders of the Series C Convertible Units to the Partnership, or from the Partnership to the holders of the Series C Convertible Units, Tamara Hughes Gustavson, or her designated successor, shall be the representative of all of the holders of Series C Convertible Units.

7. Conversion . The holders of Series C Convertible Units collectively have a one-time right to tender all (no partial conversions are permitted) of the Series C Convertible Units for redemption and, upon such tender for redemption, the Partnership shall issue, in exchange for the Series C Convertible Units, Class A Units in the Partnership as provided in Sections 7(a) and (b) below. If the holders of Series C Convertible Units have not exercised the tender right by the earlier of (1) third anniversary of the date of original issue of the Series C Convertible Units, or (2) the date of the commencement of the dissolution, liquidation or winding up of the Partnership, then the Series C Convertible Units shall automatically convert into Class A Units in the Partnership as provided in Sections 7(a) and (b) below.

(a) If, on the date that the holders of the Series C Convertible Units exercise the tender right or, if applicable, the earlier of (1) third anniversary of the date of original issuance of the Series C Convertible Units, or (2) the date of the commencement of the dissolution, liquidation or winding up of the Partnership (the “Conversion Date”), the Properties have been “Initially Leased” (defined below) for at least 98% of the Scheduled Rental Income (Annualized) (determined on an aggregate basis), then all of the Series C Convertible Units will be converted into Class A Units on a one-for-one basis;

“Initially Leased” means the first lease having a term of no less than eleven months initiated after the acquisition by AH LLC, the Partnership or any of its affiliates specifically excluding a lease in place upon acquisition of the Property until the renewal of a lease initiated by AH LLC, the Partnership or any of its affiliates.

(b) If, on the Conversion Date, the Properties have not been Initially Leased for at least 98% of the Scheduled Rental Income (Annualized) (determined on an aggregate basis), then

the Series C Convertible Units issued in respect of (a) a pool of Properties that has been Initially Leased before the Conversion Date for at least 98% of the Scheduled Rental Income (Annualized) (determined on an aggregate basis) (the “Conforming Properties”), and (b) those Properties mutually agreed upon by holders of the Series C Convertible Units and the Partnership (with the consent of a majority of the independent members of the board of trustees of the General Partner) such that the pool of Properties has been leased as per Section 7(b)(i)(a) above (i.e. the sum of the Initially Leased Properties of all such Properties measured in the aggregate is 98% of their Scheduled Rental Income (Annualized)), will convert into Class A Units on a one-for-one basis; and

ii.

the Series C Convertible Units issued in respect of the remaining Properties (the “Non-Conforming Properties”) will convert into a number of Class A Units determined by dividing the Aggregate Cost of the Non-Conforming Properties by $15.50.

For purposes of the foregoing, the number of Series C Convertible Units issued in respect of a Property or Properties shall be determined by dividing their Valuation by $15.50.

8. Allocation of Profit and Loss . Allocations of the Partnership’s items of income, gain, loss and deduction shall be allocated among holders of Partnership Units as provided in the Partnership Agreement, except that:

(a) for each taxable year (or portion thereof), Net Income shall be allocated first to both:

the holders of the Series C Convertible Units until the holders of the Series C Convertible Units have received cumulative allocations of Net Income (or Gross Income as provided in Section 8(b) below) equal to the distributions actually paid to the holders of the Series C Convertible Units during such taxable year (or portion thereof); and

ii.

the holders of Class A Units until the holders of Class A Units have received cumulative allocations of Net Income (or Gross Income as provided in Section 8(b) below) equal to the distributions actually paid to the holders of Class A Units during such taxable year (or portion thereof).

(b) in addition to Net Income allocated as provided in Sections 8(a)(i) and (ii) above, Gross Income shall be allocated to both:

the holders of the Series C Convertible Units if the General Partner determines, in its sole and absolute discretion, that the allocation of Net Income is less than the Properties Available Cash distributed to the holders of the Series C Convertible Units where the amount of Gross Income allocated to the holders of Series C Convertible Units under this Section 8(b)(i) shall be equal to:

the Properties Available Cash actually distributed during such taxable year (or portion thereof) to holders of the Series C Convertible Units; minus

the Net Income allocated to holders of the Series C Convertible Units for such taxable year (or portion thereof).

ii.

the holders of Class A Units if the General Partner determines, in its sole and absolute discretion, that the allocation of Net Income is less than the Available Cash distributed to the holders of Class A Units. The amount of Gross Income allocated to the holders of Class A Units under this Section 8(b)(ii) shall be equal to:

the Available Cash actually distributed during such taxable year (or portion thereof) to holders of Class A Units; minus

the Net Income allocated to holders of Class A Units for such taxable year (or portion thereof).

(c) for each taxable year (or portion thereof), Net Losses (including but not limited to Net Losses, if any, as a result of the allocation of Gross Income as provided in Section 8(b) above) shall be allocated to holders of the Series C Convertible Units and holders of Class A Units in an amount necessary to cause the capital accounts of the holders of the Series C Convertible Units to equal the capital accounts of the holders of Class A Units as calculated on a per unit basis.

9. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

IN WITNESS WHEREOF, the undersigned has executed this Second OP Amendment as of the date first set forth above.


GENERAL PARTNER:

AMERICAN HOMES 4 RENT

By:		/s/ David P. Singelyn
		David P. Singelyn, Chief Executive Officer

Exhibit 10.4

THIRD AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICAN HOMES 4 RENT, L.P.

DESIGNATION OF SERIES D CONVERTIBLE UNITS

June 10, 2013

Pursuant to Section 4.2 and Section 14.1.B of the Agreement of Limited Partnership of American Homes 4 Rent, L.P., as amended (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent, LLC (“AH LLC”) of Series D Convertible Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”), which are being issued together with Series E Convertible Units of the Partnership, in exchange for (1) the contribution by AH LLC of its membership interest in each of American Homes 4 Rent Advisor, LLC, and American Homes 4 Rent Management Holdings, LLC, to the Partnership; (2) the contribution by AH LLC of certain of its intellectual property to the Partnership; (3) certain modifications of the Agreement on Investment Opportunities, dated as of November 21, 2012, by and between AH LLC and American Homes 4 Rent, a Maryland real estate investment trust (the “REIT”); (4) certain modifications to the Series C Convertible Units of the Partnership to release restrictions against the pledging of certain properties previously contributed by AH LLC to the Partnership; (5) certain rights to register with the U.S. Securities and Exchange Commission certain Class A common shares of beneficial interest of the REIT held by AH LLC; and (6) other good and valuable consideration as set forth in the Contribution Agreement dated as of May 28, 2013 by and among AH LLC, the REIT and the Partnership (the “Contribution Agreement”).

1. Designation and Number . A series of Partnership Units designated the “Series D Convertible Units” is hereby established. The number of authorized Series D Convertible Units shall be 4,375,000.

2. Defined Terms . Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this amendment to the Partnership Agreement (the “Third OP Amendment”) shall have the meanings specified below:

“Adjusted FFO per Class A Share” means:

Net income or loss computed in accordance with GAAP, adjusted as follows:

exclude gains or losses on sale of depreciable real estate assets,

exclude extraordinary gains or losses (as defined by GAAP),

exclude cumulative effect of a change in accounting principles,

exclude impairment write-down of depreciable real estate assets,

include the greater of:

actual capital expenditures for post-acquisition and initial renovation costs,

ii.

$0.25 per annum per square foot of the Company’s portfolio (measured on a pro rata basis for assets acquired in the measurement period),

exclude depreciation and amortization expenses,

exclude acquisition costs expensed,

exclude charges for non-cash (stock based) incentive compensation paid pursuant to performance criteria established by the REIT’s compensation committee,

exclude charges for non-cash changes to the carrying value of assets, liabilities and equity items, and

include adjustments for unconsolidated partnerships and joint ventures on the same basis as the above;

divided by,

the number of Class A Shares outstanding assuming all securities that can convert, directly or indirectly, into Class A Shares, including, without limitation, all Class B Shares, Series C Convertible Units, Series D Convertible Units and Series E Convertible Units, have converted into Class A Shares.

“Class A Shares” means the Class A common shares of beneficial interest of the REIT.

“Class A Units” means the Partnership’s Class A Units.

“Class A Unit Distribution Payment Date” means the date on which distributions on Class A Units are paid.

“Class B Shares” means the Class B common shares of beneficial interest of the REIT.

“Class B Units” means the Partnership’s Class B Units.

“Conversion Date” means the effective date of the conversion of Class D Convertible Units into Class A Units (or Class B Units as provided in Section 7).

“Distribution Record Date” shall have the meaning provided in Section 5(a).

“Internalization Transactions” means the transactions contemplated by the Contribution Agreement.

“Liquidating Event” shall have the meaning provided in the Partnership Agreement.

“Partial Distribution Period” means a distribution period ending on a Series D Unit Distribution Payment Date with respect to Series D Convertible Units that is shorter than the distribution period ending on the same date that is also a Class A Unit Distribution Payment Date with respect to Class A Units.

“Series C Convertible Units” means the Series C Convertible Units of the Partnership.

“Series D Unit Distribution Eligibility Date” shall have the meaning provided in Section 5(a).

“Series D Unit Distribution Payment Date” shall have the meaning provided in Section 5(a).

“Series E Convertible Units” means the Series E Convertible Units of the Partnership.

3. Maturity . The Series D Convertible Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4. Priority . Subject to the provisions of this Third OP Amendment, upon liquidation, dissolution or winding up of the Partnership, the Series D Convertible Units shall not be entitled to any proceeds from a Liquidating Event.

5. Distributions .

(a) Holders of Series D Convertible Units are not entitled to any distributions from the Partnership prior to the date that is thirty (30) months from the date of issuance of the Series D Convertible Units (the “Series D Unit Distribution Eligibility Date”). Subject to the preferential rights of holders of any class or series of Partnership Units expressly designated as ranking senior to the Series D Convertible Units as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, commencing on the Series D Unit Distribution Eligibility Date, holders of Series D Convertible Units shall be entitled to receive, when, as and if authorized by the General Partner and declared by the Partnership, solely out of funds of the Partnership legally available for payment

of distributions, cash distributions per Series D Convertible Unit equal to 70.0% of the cash distribution declared by the General Partner with respect to the Class A Units as calculated on a per unit basis. The amount of any distribution payable on the Series D Convertible Units for any Partial Distribution Period will be prorated and computed on the basis of twelve 30-day months and a 360-day year. Distributions on the Series D Convertible Units shall be payable in arrears at least quarterly on each Class A Unit Distribution Payment Date (each, a “Series D Convertible Unit Distribution Payment Date”); provided, however, if any Series D Convertible Unit Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Series D Convertible Unit Distribution Payment Date may be paid on the next succeeding business day with the same force and effect as if paid on such Series D Convertible Unit Distribution Payment Date, and no interest or additional distributions or other sums shall accrue on the amount so payable from such Series D Convertible Unit Distribution Payment Date to such next succeeding business day. “Business day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required to close. A “distribution period” shall mean the period commencing from, and including, the Series D Convertible Unit Distribution Payment Date to, but excluding, the next succeeding Distribution Payment Date. The initial distribution period shall be the period (i) (A) from, and including, the Series D Unit Distribution Eligibility Date with respect to the Series D Convertible Units issued on the date of this Third OP Amendment, and (B) to, but excluding, the first Class A Unit Distribution Payment Date following the Series D Unit Distribution Eligibility Date, and (ii) (A) from, and including, February 29, 2016 with respect to any Series D Convertible Units issued upon redemption of Series E Convertible Units, and (B) to, but excluding, March 31, 2016. Distributions will be payable in arrears to holders of record of the Series D Convertible Units as they appear on the records of the Partnership at the close of business on the applicable record date, which shall be the last business day of the calendar quarter prior to the applicable Series D Convertible Unit Distribution Payment Date or such other date designated by the General Partner of the Partnership for the payment of distributions that is not more than 90 nor less than ten days prior to such Series D Convertible Unit Distribution Payment Date (each, a “Distribution Record Date”).

(b) No distributions on the Series D Convertible Units shall be authorized by the General Partner or declared, paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any agreement relating to the indebtedness of any of them, prohibits such authorization, declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(c) Notwithstanding anything to the contrary contained herein, distributions on the Series D Convertible Units will accrue whether or not the restrictions referred to in Section 5(b) exist, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

(d) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series D Convertible Units, all distributions declared on the Series D Convertible Units shall be declared pro rata so that the amount of distributions declared per Series D Convertible Unit shall in all cases bear to each other the same ratio that accrued distributions per Series D Convertible Unit bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on Series D Convertible Units which may be in arrears.

(e) Holders of Series D Convertible Units shall not be entitled to any distribution, whether payable in cash, property or units of the Partnership, in excess of full cumulative distributions on the Series D Convertible Units as provided above. Any distribution made on the Series D Convertible Units shall first be credited against the earliest accrued but unpaid distributions due with respect to such units which remains payable. Accrued but unpaid distributions on Series D Convertible Units will accumulate as of the Series D Convertible Unit Distribution Payment Date on which they first become payable.

(f) For the avoidance of doubt, in determining whether a distribution (other than upon voluntary or involuntary liquidation) by distribution, redemption or other acquisition of the Partnership Units is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Partnership Units whose preferential rights are superior to those receiving the distribution.

6. Voting Rights . The Series D Convertible Units will not have any voting rights.

7. Conversion . The Series D Convertible Units are not convertible or exchangeable for any other property or securities, except as provided herein. The Series D Convertible Units shall automatically convert, on a one-for-one basis, into Class A Units in the Partnership (or Class B Units in the Partnership if the Conversion Date is on a date other than a Class A Unit Distribution Payment Date), effective as of the later of :

(a)

Thirty (30) months from the date of issuance of the Series D Convertible Units; and

(b)

The earlier of :

The date on which Adjusted FFO per Class A Share of the REIT (as calculated on a fully diluted basis) equals or exceeds $0.80 when aggregated over any four consecutive calendars quarters following the closing date of the Internalization Transactions; or

ii.

The date on which the daily closing price of the REIT’s Class A Shares on the New York Stock Exchange has averaged $18.00 or greater for any two consecutive calendar quarters following the closing date of the Internalization Transactions.

(a) for each taxable year (or portion thereof), Net Income (or items thereof) shall be allocated to the holders of the Series D Convertible Units until the holders of the Series D Convertible Units have received cumulative allocations of Net Income (or gross income, as necessary) equal to the distributions actually paid to the holders of the Series D Convertible Units during such taxable year (or portion thereof).

(b) for each taxable year (or portion thereof), no Net Losses (or items thereof) shall be allocated to holders of the Series D Convertible Units.

(c) Immediately prior to the conversion of Series D Convertible Units into Class A Units (or Class B Units) as provided in Section 7 above, a revaluation will be required pursuant to Section 1.D of Exhibit B of the Partnership Agreement, and Net Income (or items thereof) or Net Losses (or items thereof), as applicable, will be allocated among the holders of the Series D Convertible Units, the holders of Class A Units and the holders of Class B Units in an amount necessary to cause the capital accounts of the holders of the Series D Convertible Units to equal the capital accounts of the holders of Class A Units and the holders of Class B Units as calculated on a per unit basis.

9. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

IN WITNESS WHEREOF, the undersigned has executed this Third OP Amendment as of the date first set forth above.


GENERAL PARTNER:

AMERICAN HOMES 4 RENT

By:		/s/ Matthew J. Hart
		Name: Matthew J. Hart
		Title: Chairman of the Special Committee of the Board of Trustees

Exhibit 10.5

FOURTH AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICAN HOMES 4 RENT, L.P.

DESIGNATION OF SERIES E CONVERTIBLE UNITS

June 10, 2013

Pursuant to Section 4.2 and Section 14.1.B of the Agreement of Limited Partnership of American Homes 4 Rent, L.P., as amended (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent, LLC (“AH LLC”) of Series E Convertible Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”), which are being issued together with Series D Convertible Units of the Partnership, in exchange for (1) the contribution by AH LLC of its membership interest in each of American Homes 4 Rent Advisor, LLC (the “Advisor”), and American Homes 4 Rent Management Holdings, LLC (the “Property Manager”), to the Partnership; (2) the contribution by AH LLC of certain of its intellectual property to the Partnership; (3) certain modifications of the Agreement on Investment Opportunities, dated as of November 21, 2012, by and between AH LLC and American Homes 4 Rent, a Maryland real estate investment trust (the “REIT”); (4) certain modifications to the Series C Convertible Units of the Partnership to release restrictions against the pledging of certain properties previously contributed by AH LLC to the Partnership; (5) certain rights to register with the U.S. Securities and Exchange Commission certain Class A common shares of beneficial interest of the REIT held by AH LLC; and (6) other good and valuable consideration as set forth in the Contribution Agreement dated as of May 28, 2013 by and among AH LLC, the REIT and the Partnership.

1. Designation and Number . A series of Partnership Units designated the “Series E Convertible Units” is hereby established. The number of authorized Series E Convertible Units shall be 4,375,000.

2. Defined Terms . Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this amendment to the Partnership Agreement (the “Fourth OP Amendment”) shall have the meanings specified below:

“Advisory Management Agreement” means the advisory management agreement dated November 21, 2012, by and among the REIT and the Advisor, as amended.

“Alaska Fund” means American Homes 4 Rent I, LLC, a joint venture entered into by AH LLC and the Alaska Permanent Fund Corporation in July 2012 to acquire, renovate, lease and operate single-family homes.

“Class A Units” means the Partnership’s Class A Units.

“Class B Units” means the Partnership’s Class B Units.

“Investment Vehicle” means any partnership, limited liability company, or other entity formed for the purpose of raising capital from investors other than the Company and its Subsidiaries and investing such capital in the acquisition of single-family homes.

“Liquidating Event” shall have the meaning provided in the Partnership Agreement.

“Measurement Period” means the six (6) month period ending December 31, 2015.

“Owner” shall have the meaning ascribed to such term in the Property Management Agreement.

“Pro Forma Annualized EBITDA Contribution” means:

Pro forma fee revenue calculated for the Measurement Period based upon the terms of the Advisory Management Agreement (excluding any acquisition and renovation fees), as amended, and as if such agreement had remained in effect for the Measurement Period and reflecting the absence of an asset management fee on the Alaska Fund properties and any other Investment Vehicles involving the REIT (for clarity purposes, the pro forma asset management fee shall reflect the $9,800,000 reduction agreed to in connection with the contribution of properties by AH LLC to the REIT in February 2013); plus

Pro forma fee revenue calculated for the Measurement Period based upon the terms of the Property Management Agreement, as if such agreement had remained in effect for the Measurement Period and will include any actual property management fees paid to the REIT by any and all Investment Vehicles; minus

All expenses of the REIT and the Partnership (without duplication) except:

those expenses payable by the REIT or the Partnership in Section 9(a) of the Advisory Management Agreement; and

those expenses payable by the Owner pursuant to Section 4.07 of the Property Management Agreement.

interest expense,

depreciation and amortization expenses,

taxes,

acquisition costs expensed,

charges for non-cash (stock based) incentive compensation paid pursuant to performance criteria established by the REIT’s compensation committee, and

charges for non-cash changes to the carrying value of assets, liabilities and equity items.

Pro Forma Annualized EBITDA Contribution will be calculated for the Measurement Period as outlined above and multiplied by 2 to annualize such result.

For clarity purposes, the intent of the above computation is to include in Pro Forma Annualized EBITDA Contribution all revenue (and only such revenue) and all expenses (and only such expenses) that would be incurred by AH LLC if it operated the Advisor and Property Manager independently. However those expenses related to acquisition and renovation activities that the REIT, the Partnership or its affiliates incur by assuming the services of the acquisition and renovation group, including personnel and all other costs directly related to such services and functions shall not be deemed expenses for the computation of Pro Forma EBITDA Contribution.

“Property Management Agreement” means the property management agreement dated November 21, 2012, by and among the Partnership and the Property Manager.

“Series C Convertible Units” means the Series C Convertible Units of the Partnership.

“Series D Convertible Units” means the Series D Convertible Units of the Partnership.

3. Maturity . The Series E Convertible Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4. Priority . Subject to the provisions of this Fourth OP Amendment, upon liquidation, dissolution or winding up of the Partnership, the Series E Convertible Units shall not be entitled to any proceeds from a Liquidating Event.

5. Distributions . Holders of Series E Convertible Units are not entitled to any distributions from the Partnership.

6. Voting Rights . The Series E Convertible Units will not have any voting rights.

7. Conversion . The Series E Convertible Units are not convertible or exchangeable for any other property or securities, except as provided herein.

(a) Effective February 29, 2016, the Series E Convertible Units shall automatically convert into Series D Convertible Units in the Partnership (or into Class A Units in the Partnership if, as of the day of conversion of the Series E Convertible Units, the Series D Convertible Units shall have been or are being converted into Class A Units in the Partnership (or Class B Units in the Partnership).

(b) If, during the Measurement Period, the Pro Forma Annualized EBITDA Contribution equals or exceeds $28.0 million, then, effective as of February 29, 2016, the Series E Convertible Units shall automatically convert, on a one-for-one basis, into Series D Convertible Units in the Partnership (or into Class A Units in the Partnership if, as of the day of conversion of the Series E Convertible Units, the Series D Convertible Units shall have been shall have been or are being converted into Class A Units in the Partnership (or Class B Units in the Partnership).

(c) If, during the Measurement Period, the Pro Forma Annualized EBITDA Contribution is less than $28.0 million, then, effective as of February 29, 2016, the Series E Convertible Units shall automatically convert into a number of Series D Convertible Units in the Partnership (or into Class A Units in the Partnership if, as of the day of conversion of the Series E Convertible Units, the Series D Convertible Units shall have been shall have been or are being converted into Class A Units in the Partnership (or Class B Units in the Partnership) equal to:

If the calculation provided in Section 7(c) above results in a negative number, no Series E Convertible Units shall convert into any of Class D Convertible Units in the Partnership, Class A Units in the Partnership, or Class B Units in the Partnership and all Series E Convertible Units shall be cancelled.

(d) The calculations set forth in Sections 7(b) and 7(c) above shall be subject to review and confirmation by a nationally recognized accounting firm selected by the General Partner of the Partnership.

(e) If, pursuant to this Section 7, any Series E Convertible Units are to be converted into Class A Units on a date other than a date on which distributions on the Class A Units are paid, such Series E Convertible Units shall instead be converted into Class B Units in accordance with the provisions of the Partnership Agreement.

(a) for each taxable year (or portion thereof), no Net Income (or item thereof) shall be allocated to holders of the Series E Convertible Units.

(b) for each taxable year (or portion thereof), no Net Losses (or item thereof) shall be allocated to holders of the Series E Convertible Units.

(c) Immediately prior to the conversion of Series E Convertible Units into Class A Units (or Class B Units) as provided in Section 7 above, a revaluation will be required pursuant to Section 1.D of Exhibit B of the Partnership Agreement, and Net Income (or items thereof) or Net Losses (or items thereof), as applicable, will be allocated among the holders of the Series E Convertible Units, the holders of Class A Units and the holders of Class B Units in an amount necessary to cause the capital accounts of the holders of the Series E Convertible Units to equal the capital accounts of the holders of Class A Units and the holders of Class B Units as calculated on a per unit basis.

9. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

IN WITNESS WHEREOF, the undersigned has executed this Fourth OP Amendment as of the date first set forth above.


GENERAL PARTNER:

AMERICAN HOMES 4 RENT

By:		/s/ Matthew J. Hart
		Name: Matthew J. Hart
		Title: Chairman of the Special Committee of the Board of Trustees

Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of November 21, 2012, between American Homes 4 Rent, a Maryland real estate investment trust (together with any successor entity thereto, the “ Company ”), American Homes 4 Rent Advisor, LLC, a Delaware limited liability company (the “ Manager ”), and FBR Capital Markets & Co., a Delaware corporation, as the initial purchaser/placement agent (“ FBR ”), for the benefit of FBR, the purchasers of up to an aggregate of 34,000,000 of the Company’s common shares, $0.01 par value per share (“ Common Shares ”) and any additional Common Shares purchased pursuant to the additional allotment option set forth in the Purchase/Placement Agreement (defined below), as participants (“ Participants ”) in the private placement by the Company of its Common Shares (the “ Offering ”), and the direct and indirect transferees of FBR, and each of the Participants.

This Agreement is made pursuant to the Purchase/Placement Agreement (the “ Purchase/Placement Agreement ”), dated as of November 14, 2012, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 34,000,000 Common Shares (plus an additional 5,100,000 Common Shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution and delivery of this Agreement by the Company, the Manager and FBR is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

The parties hereby agree as follows:

1.	*Definitions*

As used in this Agreement, the following terms shall have the following meanings:

Accredited Investor Shares: Shares initially sold by the Company to “accredited investors” (within the meaning of Rule 501(a) promulgated under the Securities Act) as Participants.

Affiliate: As to any specified Person, (i) any Person directly or indirectly owning, controlling or holding, with power to vote, ten percent or more of the outstanding voting securities of such other Person, (ii) any Person, ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other Person, (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person, (iv) any executive officer, director, trustee or general partner of such Person and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An indirect relationship shall include circumstances in which a Person’s spouse, children, parents, siblings or mother, father, sister- or brother-in-law is or has been associated with a Person.

Agreement: As defined in the preamble.

Board of Trustees: As defined in Section 6(a) hereof.

Business Day: With respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or other applicable places where such act is to occur are authorized or obligated by applicable law, regulation or executive order to close.

Closing Date: or such other time or such other date as FBR and the Company may agree.

Commission: The Securities and Exchange Commission.

Common Shares: As defined in the preamble.

Company: As defined in the preamble.

Controlling Person: As defined in Section 7(a) hereof.

End of Suspension Notice: As defined in Section 6(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto.

FBR: As defined in the preamble.

FINRA: The Financial Industry Regulatory Authority, Inc.

Holder: Each record owner of any Registrable Shares from time to time, including FBR and its Affiliates to the extent FBR or any such Affiliate holds any Registrable Shares.

Indemnified Party: As defined in Section 7(c) hereof.

Indemnifying Party: As defined in Section 7(c) hereof.

IPO Registration Statement: As defined in Section 2(b) hereof.

Issuer Free Writing Prospectus: As defined in Section 2(c) hereof.

Liabilities: As defined in Section 7(a) hereof.

No Objections Letter: As defined in Section 5(t) hereof.

Nominee: As defined in Section 3(c) hereof.

Offering: As defined in the preamble.

Participants: As defined in the preamble.

Person: An individual, partnership, limited liability company, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity.

Proceeding: An action, claim, suit or proceeding (including without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or, to the knowledge of the Person subject thereto, threatened.

Prospectus: The prospectus included in any Registration Statement, including any preliminary prospectus at the “time of sale” within the meaning of Rule 159 under the Securities Act and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus.

Purchase/Placement Agreement: As defined in the preamble.

Purchaser Indemnitee: As defined in Section 7(a) hereof.

Registrable Shares: The Rule 144A Shares, the Accredited Investor Shares, the Regulation S Shares, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder and any shares or other securities issued in respect of such Registrable Shares by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Shares, until, in the case of any such Rule 144A Share, Accredited Investor Share or Regulation S Share, the earliest to occur of (i) the date on which the resale of such share has been registered pursuant to the Securities Act and such share has been disposed of in accordance with the Registration Statement filed in connection therewith, (ii) in the event the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the date on which such share has been transferred pursuant to Rule 144 (or any similar provision then in effect) or (iii) the date on which such share is sold to the Company or ceases to be outstanding.

Registration Default: As defined in Section 2(f) hereof.

Registration Expenses: Any and all fees and expenses incident to the Company’s and FBR’s performance of or compliance with this Agreement, including, without limitation: (i) all Commission, securities exchange, FINRA or other registration, listing, inclusion and filing fees; (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including, without limitation, any registration, listing and filing fees and fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA); (iii) all expenses in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement; (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on any securities exchange pursuant to Section 5(n) of this Agreement; (v) the fees and disbursements of counsel for the Company and of the independent registered public accounting firm of the Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to the performance of this Agreement); (vi) reasonable fees and disbursements of Latham & Watkins LLP, or one such other counsel, reasonably acceptable to the Company, for FBR and the Holders, selected by the Holders holding a majority of the Registrable Shares (such counsel, “ Selling Holders’ Counsel ”), provided that if such counsel is prevented from representing both FBR and the Holders, separate counsel shall be selected by the Holders holding a majority of the Registrable Shares; and (vii) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement); provided, however , that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions, if any, relating to the sale or disposition of Registrable Shares by a Holder.

Registration Statement: Any registration statement of the Company that covers the resale of Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement.

Regulation S: Regulation S (Rules 901-905) promulgated by the Commission under the Securities Act, as such rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such regulation.

Regulation S Shares: Shares initially resold by FBR pursuant to the Purchase/Placement Agreement to “non-U.S. persons” (in accordance with Regulation S) in an “offshore transaction” (in accordance with Regulation S).

Rule 144: Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 144A: Rule 144A promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 144A Shares: Shares initially resold by FBR pursuant to the Purchase/Placement Agreement to “qualified institutional buyers” (as such term is defined in Rule 144A).

Rule 158: Rule 158 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 159: Rule 159 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 405: Rule 405 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 415: Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 424: Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 429: Rule 429 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 433: Rule 433 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

Selling Holders’ Counsel: As defined in clause (vi) of the definition for Registration Expenses.

Shares: The Common Shares being offered and sold pursuant to the terms and conditions of the Purchase/Placement Agreement.

Shelf Filing Date: As defined in Section 2(a) hereof.

Shelf Registration Statement: As defined in Section 2(a) hereof.

Special Election Meeting: As defined in Section 3(a) hereof.

Suspension Event: As defined in Section 6(b) hereof.

Suspension Notice: As defined in Section 6(b) hereof.

Trigger Date: As defined in Section 3(a) hereof.

Underwritten Offering : A sale of securities of the Company to an underwriter or underwriters for re-offering to the public.

2.	*Registration Rights*

(a) Mandatory Shelf Registration. As set forth in Section 5 hereof, the Company agrees to file with the Commission a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders (a “ Shelf Registration Statement ”) as soon as reasonably practicable following the date of this Agreement but in no event later than the date that is three hundred sixty five (365) days after the date of this Agreement (the “ Shelf Filing Date ”); provided that, upon approval of the Board of Trustees, the Company shall have the right to defer the Shelf Filing Date for up to one hundred eighty (180) days. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing thereof but in no event, subject to Section 2(b)(iii) below, later than the date that is one hundred eighty (180) days after the initial filing thereof. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares.

(b) IPO Registration. If the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of Common Shares (the “ IPO Registration Statement ”), the Company will notify in writing each Holder of the filing within five (5) Business Days after the initial filing and afford each Holder an opportunity to include in the IPO Registration Statement all or any part of the

Registrable Shares then held by such Holder. Each Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement.

(i) Right to Terminate IPO Registration . The Company shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 2(b) prior to the effectiveness of such registration whether or not any Holder has elected to include Registrable Shares in such registration; provided, however , the Company must provide each Holder that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within one hundred twenty (120) days following the initial filing of the IPO Registration Statement, unless a road show for the Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Holder receiving such notice shall have the same election rights afforded such Holder as described in clause (b) above.

(ii) Selection of Underwriter . Subject to the terms and conditions set forth in that certain engagement letter, dated October 3, 2012, by and between the Manager and FBR, and any rights of FBR set forth therein, the Company shall have the right to select the managing underwriter(s) for its initial public offering, regardless of whether any Registrable Shares are included in the IPO Registration Statement or otherwise.

(iii) Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however , if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used or is using commercially reasonable efforts to complete such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to sixty (60) days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided , further , however , that if such initial public offering is not completed by the third anniversary of this Agreement, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter but in no event later than 60 days after the third anniversary of this Agreement. Nothing in this Section 2(b)(iii) shall affect the Company’s obligation to hold a Special Election Meeting as provided in Section 3 of this Agreement.

(c) Issuer Free Writing Prospectus . The Company represents and agrees that, unless it obtains the prior consent of the managing underwriter in connection with any Underwritten Offering of Registrable Shares, and each Holder represents and agrees that, unless it obtains the prior consent of the Company and any such underwriter, it will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 (an “ Issuer Free Writing Prospectus ”), or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. The Company represents that any Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in any Registration Statement or the related Prospectus, and any Issuer Free Writing Prospectus, when taken together with the information in such Registration Statement and the related Prospectus, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Underwriting . The Company shall advise all Holders of the lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such

underwriting shall enter into an underwriting agreement in customary form with the managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement; provided , however , that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and such Holder’s intended method of distribution and any other representation required by law or reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriter(s) may exclude shares (including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first , to the Company, and second , to each of the Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided , however , that the number of Registrable Shares to be included in the IPO Registration Statement shall not be reduced unless all other securities of the Company held by (i) officers, trustees, other employees of the Company and consultants and (ii) any other holders of the Company’s equity shares with registration rights that are inferior (with respect to such reduction) to the registration rights of each of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided , further , however , that Holders of Registrable Shares shall be permitted to include Registrable Shares comprising at least twenty-five percent (25%) of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement.

By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration.

If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(e) Expenses . The Company shall pay all Registration Expenses in connection with the registration of the Registrable Shares pursuant to this Agreement. Each Holder participating in a registration pursuant to this Section 2 shall bear such Holder’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Shares pursuant to this Agreement.

(f) Penalty Provisions . If the Company does not file a Shelf Registration Statement registering the resale of the Registrable Shares by the Shelf Filing Date (as such date may be deferred pursuant to Section 2(a)), other than as a result of the Commission being unable to accept such filings (a “ Registration Default ”), then the Manager shall forfeit fifty percent (50%) of the amount that would otherwise be payable to it in respect of its management fee under the Advisory Management Agreement, dated , 2012, between the Company and the Manager, from and after the applicable date by which the Company was required to file the Shelf Registration Statement until the Shelf Registration Statement is filed. For the avoidance of doubt, the management fee will be reinstated for periods beginning on the date such Shelf Registration Statement is filed, but will not be reinstated for periods before the filing of the Shelf Registration Statement. Notwithstanding the foregoing, the Company acknowledges and agrees that no management fee or other amounts shall be payable or granted in lieu of or to make the Manager whole for any such forfeited management fees.

3.	*Special Election Meeting.*

(a) If a Shelf Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission and the Registrable Shares have not been listed for trading on a national securities exchange, on a date that is within one hundred eighty (180) days after the Shelf Filing Date (as such date may be deferred pursuant to Section 2(a)) (the “ Trigger Date ”), a special meeting of shareholders (the “ Special Election Meeting ”) shall be called in accordance with the Bylaws of the Company; provided that the requirement to hold a Special Election Meeting may be waived or deferred upon the Company’s receipt of the consent, at a duly called meeting or by written consent, of Holders of at least seventy-five percent (75%) of the outstanding Registrable Shares; provided , however , that Registrable Shares that are owned, directly or indirectly, by an Affiliate or “executive officer” (as defined in Rule 405 of the Securities Act) of the Company shall not be deemed to be outstanding for this purpose. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than thirty (30) days after the Trigger Date.

(b) Purposes of Meeting . The Special Election Meeting shall be called solely for the purposes of: (i) considering and voting upon proposals to remove each then-serving trustee of the Company; and (ii) electing such number of trustees as there are then vacancies on the Board of Trustees of the Company (including any vacancies created by the removal of any trustee pursuant to this Section 3(b). The removal of any trustee pursuant to Section 3(b)(i) hereof shall be effective immediately upon the receipt of the final report of the Inspector of Elections for the Special Election Meeting that reports the receipt of the requisite vote to approve the proposal to remove such trustee.

(c) Nominations . Nominations of individuals for election to the Board of Trustees at the Special Election Meeting may only be made (i) by or at the direction of the Board of Trustees or (ii) upon receipt by the Company of written notice of Holders entitled to cast, or direct the casting of, not less than twenty percent (20%) of all the votes entitled to be cast at the Special Election Meeting and containing the information specified by Section 3(d) hereof. Each individual whose nomination is made in accordance with this Section 3(c) is hereinafter referred to as a “Nominee.”

(d) Procedure for Shareholder Nominations . For nominations of individuals for election to the Board of Trustees to be properly brought before the Special Election Meeting by Holders pursuant to Section 3(c) hereof, the Holders must have given notice thereof in writing to the Secretary of the Company not later than 5:00 p.m., Eastern Time, on the tenth (10 ^th ) day after the Trigger Date. Such notice shall include each such proposed Nominee’s written consent to serve as a trustee, if elected, and shall specify:

(i) as to each proposed Nominee, the name, age, business address and residence address of such proposed Nominee and all other information relating to such proposed Nominee that would be required, pursuant to Regulation 14A promulgated under the Exchange Act (or any successor provision), to be disclosed in a contested solicitation of proxies with respect to the election of such individual as a trustee; and

(ii) as to each Holder giving the notice, the class, series and number of all of the equity shares of the Company that are owned by such Holder, beneficially or of record.

(e) Notice . Not less than fifteen (15) nor more than twenty-five (25) days before the Special Election Meeting, the Secretary of the Company shall give to each shareholder entitled to vote at, or to receive notice of, such meeting at such shareholder’s address as it appears in the share transfer records of the Company, notice in writing setting forth (i) the time and place of the Special Election Meeting, (ii) the purposes for which the Special Election Meeting has been called and (iii) the name of each Nominee.

4.	*Rules 144 and 144A Reporting*

With a view to making available the benefits of certain rules and regulations of the Commission that may at any time permit the sale of the Registrable Shares to the public without registration, the Company agrees to:

(a) make and keep current public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration statement under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) to file with the Commission in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements);

(c) so long as a Holder owns any Registrable Shares, if the Company is not required to file reports and other documents under the Securities Act and the Exchange Act, it will make available other information as required by, and so long as necessary to permit sales of Registrable Shares pursuant to, Rule 144 or Rule 144A, and in any event shall make available (either by mailing a copy thereof, by posting on the Company’s website, or by press release) to each Holder a copy of:

(i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of shareholders’ equity and statements of cash flows) prepared in accordance with U.S. generally accepted accounting principles in the United States, accompanied by an audit report of the Company’s independent accountants, no later than ninety (90) days after the end of each fiscal year of the Company;

(ii) the Company’s unaudited quarterly financial statements (including at least balance sheets, statements of profit and loss, statements of shareholders’ equity and statements of cash flows) prepared in a manner consistent with the preparation of the Company’s annual financial statements, no later than forty-five (45) days after the end of each of the first three fiscal quarters of the Company; and

(iii) any other information required to be delivered pursuant to Rule 144(d)(4) under the Securities Act;

(d) hold, a reasonable time after the availability of such financial statements (and in any event within sixty (60) days after the applicable fiscal quarter end and ninety (90) days after the applicable fiscal year end) and upon reasonable notice to the Holders and FBR (either by mail, by posting on the Company’s website, or by press release), a quarterly investor conference call to discuss such financial statements, which call will also include an opportunity for the Holders to ask questions of management with regard to such financial statements, and will also cooperate with, and make management reasonably available to, FBR personnel in connection with making Company information available to investors; and

(e) so long as a Holder owns any Registrable Shares, to furnish to the Holder promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company, and take such further actions, as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such Registrable Shares without registration.

5.	*Registration Procedures*

In connection with the obligations of the Company with respect to any registration pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect or cause to be effected the registration of the Registrable Shares under the Securities Act to permit the sale of such Registrable Shares by the Holder or Holders in accordance with the Holder’s or Holders’ intended method or methods of distribution, and the Company shall:

sold in accordance with the intended distribution of such Registrable Shares; (B) there are no Registrable Shares outstanding or (C) the first (1st) anniversary of the effective date of such Registration Statement (subject to extension as provided in Section 6(c) hereof and the condition that the Registrable Shares have been transferred to an unrestricted CUSIP, are listed or included on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 5(n) of this Agreement, or on an alternative trading system with the Registrable Shares qualified under the applicable state securities or “blue sky” laws of all fifty (50) states), and can be sold under Rule 144 without limitation as to manner of sale or volume; provided , however , that the Company shall not be required to cause the IPO Registration Statement to remain effective for any period longer than ninety (90) days following the effective date of the IPO Registration Statement (subject to extension as provided in Section 6(c) hereof); provided , further , that if the Company has an effective Shelf Registration Statement on Form S-11 (or other form then available to the Company) under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company may, upon thirty (30) Business Days prior written notice to all Holders, register any Registrable Shares registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Shelf Registration Statement or transfer the filing fees from the previous Shelf Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within fifteen (15) Business Days of receipt of the Company notice that such a registration under a new short-form Shelf Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Shares already in progress, in which case, the Company shall delay the effectiveness of the new short-form Shelf Registration Statement and termination of the then-effective initial Shelf Registration Statement or any short-form Shelf Registration Statement for a period of not less than thirty (30) days from the date that the Company receives the notice from such Holders requesting a delay;

(b) subject to Section 5(i) hereof, (i) prepare and file with the Commission such amendments and post-effective amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the period described in Section 5(a) hereof; (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act; and (iii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof;

(c) furnish to the Holders, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; the Company consents, subject to Section 6 hereof, to the use of such Prospectus, including each preliminary Prospectus, by the Holders, if any, in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;

(d) use its commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions as FBR or any Holder of Registrable Shares covered by a Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to Section 5(a) and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 5(d) and except as may be required by the Securities Act, (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction;

(e) use its commercially reasonable efforts to cause all Registrable Shares covered by such Registration Statement to be registered and approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Shares;

stop order suspending the effectiveness of a Registration Statement or the initiation of any Proceeding for that purpose, (C) of any request by the Commission or any other federal, state or foreign governmental authority for (1) amendments or supplements to a Registration Statement or related Prospectus or (2) additional information and (D) of the happening of any event during the period a Registration Statement is effective as a result of which such Registration Statement or the related Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) and (ii) at the request of any such Holder, promptly to furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(g) use its commercially reasonable efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Registration Statement or suspending the qualification of (or exemption from qualification of) any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;

(h) upon request, furnish to each requesting Holder of Registrable Shares covered by a Registration Statement, without charge, one conformed copy of such Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(i) except as provided in Section 6 hereof, upon the occurrence of any event contemplated by Section 5(f)(i)(D) hereof, use its commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(j) if requested by the representative of the underwriters, if any, or any Holders of Registrable Shares being sold in connection with such offering, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information as the representative of the underwriters, if any, or such Holders indicate relates to them or that they reasonably request be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(k) in the case of an Underwritten Offering, use its commercially reasonable efforts to furnish to the underwriters: (i) an opinion of counsel for the Company, addressed to the underwriters, dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters; and (ii) a “comfort” letter, addressed to the Company and the underwriters, dated the effective date of such Registration Statement and the date of each closing under the underwriting agreement, signed by the independent public accountants who have certified the Company’s financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the Prospectus included therein) and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other financial matters as the underwriters may reasonably request;

(l) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement in customary form and reasonably satisfactory to the Company) and take all other reasonable action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Registration Statement and, in the case of an Underwritten Offering, make representations and warranties to the Holders covered by such Registration Statement and to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same to the extent customary if and when requested;

(m) make available for inspection by representatives of the Holders and the representative of any underwriters participating in any disposition pursuant to a Registration Statement and any special counsel or accountants retained by such Holders or underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers, trustees and employees of the Company to supply all information reasonably requested by any such representatives, the representative of the underwriters, counsel thereto or accountants in connection with a Registration Statement; provided, however, that such records, documents or information that the Company determines, in good faith, to be confidential and notifies such representatives, representative of the underwriters, counsel thereto or accountants are confidential shall not be disclosed by such representatives, representative of the underwriters, counsel thereto or accountants unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or information have been generally made available to the public; provided, further , that the representatives of the Holders and any underwriters will use commercially reasonable efforts, to the extent practicable, to coordinate the foregoing inspection and information gathering and not materially disrupt the Company’s business operations; provided , further , that, notwithstanding anything to the contrary in this Agreement, the Company shall not provide any material non-public information to any Holder without such Holder’s prior written agreement to keep such information confidential;

(n) use its commercially reasonable efforts (including, without limitation, seeking to cure any deficiencies cited by the exchange or market in the Company’s listing or inclusion application) to list or include all Registrable Shares on the New York Stock Exchange or the Nasdaq Global Market;

(o) prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of the Registration Statement as required by Section 5(a) hereof, the Company shall register the Registrable Shares under the Exchange Act and shall maintain such registration through the effectiveness period required by Section 5(a) hereof;

(p) provide a CUSIP number for all Registrable Shares, not later than the effective date of the Registration Statement;

(q) (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, (ii) make generally available to its shareholders, as soon as reasonably practicable, earnings statements covering at least twelve (12) months beginning after the effective date of the Registration Statement that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, but in no event later than forty-five (45) days after the end of each fiscal year of the Company and (iii) not file any Registration Statement or Prospectus or amendment or supplement to such Registration Statement or Prospectus to which any Holder of Registrable Shares covered by any Registration Statement shall have reasonably objected on the grounds that such Registration Statement or Prospectus or amendment or supplement does not comply in all material respects with the requirements of the Securities Act, such Holder having been furnished with a copy thereof at least two (2) Business Days prior to the filing thereof;

(r) provide and cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement;

(s) in connection with any sale or transfer of the Registrable Shares (whether or not pursuant to a Registration Statement) that will result in the securities being delivered no longer being Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any restrictive transfer legends (other than as required by the Company’s declaration of trust, as amended) and to enable such Registrable Shares to be in such denominations and registered in such names as the representative of the underwriters, if any, or the Holders may request at least three (3) Business Days prior to any sale of the Registrable Shares;

FINRA does not object to the fairness and reasonableness of the underwriting terms and arrangements (or any deemed underwriting terms and arrangements) (each such written confirmation, a “ No Objections Letter ”) relating to the resale of Registrable Shares pursuant to the Shelf Registration Statement, including, without limitation, information provided to FINRA through its COBRADesk system, and pay all costs, fees and expenses incident to FINRA’s review of the Shelf Registration Statement and the related underwriting terms and arrangements, including, without limitation, all filing fees associated with any filings or submissions to FINRA and the legal expenses, filing fees and other disbursements of FBR and any other FINRA member that is the Holder of, or is affiliated or associated with an owner of, Registrable Shares included in the Shelf Registration Statement (including in connection with any initial or subsequent member filing);

(u) in connection with the initial filing of a Shelf Registration Statement and each amendment thereto with the Commission pursuant to Section 2(a) hereof, provide to FBR and its representatives, the opportunity to conduct due diligence, including, without limitation, an inquiry of the Company’s financial and other records, and make available members of its management for questions regarding information which FBR may request in order to fulfill any due diligence obligation on its part and, concurrent with the initial filing of a Shelf Registration Statement with the Commission pursuant to Section 2(a) hereof, pay the sum of $75,000 to FBR, by wire transfer of immediately available funds, to cover FBR’s costs and expenses associated with its due diligence review of the Shelf Registration Statement and the information contained therein;

(v) upon effectiveness of the first Registration Statement filed under this Agreement, take such actions and make such filings as are necessary to effect the registration of the Common Shares under the Exchange Act simultaneously with or immediately following the effectiveness of the Registration Statement; and

(w) in the case of an Underwritten Offering, use its commercially reasonable efforts to cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter,” if applicable) that is required to be retained in accordance with the rules and regulations of FINRA.

The Company may require the Holders to furnish (and each Holder shall furnish) to the Company such information regarding the proposed distribution by such Holder of such Registrable Shares as the Company may from time to time reasonably request in writing or as shall be required to effect the registration of the Registrable Shares, and no Holder shall be entitled to be named as a selling shareholder in any Registration Statement and no Holder shall be entitled to use the Prospectus forming a part thereof if such Holder does not provide such information to the Company. Any Holder that sells Registrable Shares pursuant to a Registration Statement or as a selling security holder pursuant to an Underwritten Offering shall be required to be named as a selling shareholder in the related prospectus and to deliver a prospectus to purchasers. Each Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by such Holder not misleading.

Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(f)(i)(B), 5(f)(i)(C) or 5(f)(i)(D) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus. If so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

6.	*Black-Out Period*

the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Trustees shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Trustees shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

(b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “ Suspension Event ”), the Company shall give written notice (a “ Suspension Notice ”) to FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “ End of Suspension Notice ”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect.

(c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

7.	*Indemnification and Contribution*

hereinafter be referred to as a “ Purchaser Indemnitee ”), to the fullest extent lawful, from and against any and all losses, claims, damages, judgments, actions, out-of-pocket expenses, and other liabilities (the “ Liabilities ”), including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or Proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Purchaser Indemnitee, joint or several, directly or indirectly related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), any Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), or any preliminary Prospectus or any other document used to sell the Shares, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Purchaser Indemnitee furnished to the Company, or any underwriter in writing by such Purchaser Indemnitee expressly for use therein. The Company shall notify FBR and the Holders promptly of the institution, threat or assertion of any claim, Proceeding (including any governmental investigation), or litigation of which it shall have become aware in connection with the matters addressed by this Agreement that involves the Company or a Purchaser Indemnitee. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser Indemnitee.

(b) In connection with any Registration Statement in which a Holder of Registrable Shares is participating, and as a condition to such participation, such Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and their respective officers, trustees, partners, members, employees, representatives and agents of such Person or Controlling Person to the same extent as the foregoing indemnity from the Company to each Purchaser Indemnitee, but only with reference to untrue statements or omissions or alleged untrue statements or omissions made in reliance upon and in strict conformity with information relating to such Holder furnished to the Company in writing by such Holder expressly for use in such Registration Statement (or any amendment thereto), Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus (or any amendment or supplement thereto) or any preliminary Prospectus. Absent gross negligence or willful misconduct, the liability of any Holder pursuant to this paragraph shall in no event exceed the net proceeds received by such Holder from sales of Registrable Shares pursuant to such Registration Statement (or any amendment thereto), Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus (or any amendment or supplement thereto) or any preliminary Prospectus .

of such action on behalf of such Indemnified Party; it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Indemnified Parties, which firm shall be designated in writing by those Indemnified Parties who sold a majority of the Registrable Shares sold by all such Indemnified Parties and any such separate firm for the Company, the trustees, the officers and such control Persons of the Company as shall be designated in writing by the Company). The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (ii) does not include a statement as to or an admission of, fault, culpability or a failure to act by or on behalf of the Indemnified Party.

(d) If the indemnification provided for in paragraphs (a) and (b) of this Section 7 is for any reason held to be unavailable to an Indemnified Party in respect of any Liabilities referred to therein (other than by reason of the exceptions provided therein) or is insufficient to hold harmless a party indemnified thereunder, then each Indemnifying Party under such paragraphs, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities (i) in such proportion as is appropriate to reflect the relative benefits of the Indemnified Party on the one hand and the Indemnifying Party(ies) on the other in connection with the statements or omissions that resulted in such Liabilities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Party(ies) and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and any Purchaser Indemnitees on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Purchaser Indemnitees and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if such Indemnified Parties were treated as one entity for such purpose), or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d) above. The amount paid or payable by an Indemnified Party as a result of any Liabilities referred to in Section 7(d) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall a Purchaser Indemnitee be required to contribute any amount in excess of the amount by which the net proceeds received by such Purchaser Indemnitee from sales of Registrable Shares exceeds the amount of any damages that such Purchaser Indemnitee has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. For purposes of this Section 7, each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) FBR or a Holder of Registrable Shares shall have the same rights to contribution as FBR or such Holder, as the case may be, and each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) the Company, and each officer, director, trustee, partner, employee, representative, agent or manager of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or Proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise, except to the extent that any party is materially prejudiced by the failure to give notice. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f) The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability which the Indemnifying Parties may otherwise have to the Indemnified Parties referred to above. The Purchaser Indemnitee’s obligations to contribute pursuant to this Section 7 are several in proportion to the respective number of Registrable Shares sold by each of the Purchaser Indemnitees hereunder and not joint.

8.	*Market Stand-off Agreement*

Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Registrable Shares or other Common Shares of the Company or any securities convertible into or exchangeable or exercisable for Common Shares of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for a period (x) in the case of the Company’s officers, trustees, managers and employees and the Manager, in each case to the extent such Holder holds Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, beginning on the effective date of, and continuing for one hundred eighty (180) days following the effective date of, the IPO Registration Statement of the Company; and (y) in the case of all other Holders, beginning on the effective date of, and continuing for sixty (60) days following the effective date of, the IPO Registration Statement of the Company; provided , however , that:

(a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement;

(b) all executive officers and trustees of the Company then holding Common Shares of the Company or securities convertible into or exchangeable or exercisable for Common Shares of the Company enter into agreements that are no less restrictive;

(c) the Holders shall be allowed any concession or proportionate release allowed to any officer or trustee that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or trustee by the total number of issued and outstanding shares held by such officer or trustee); provided , that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and trustees of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and trustees of the Company; and

(d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement.

In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder (and the securities of every other Person subject to the foregoing restriction) until the end of such period.

9.	*Termination of the Company’s Obligation*

The Company shall have no obligation pursuant to this Agreement with respect to any Common Shares proposed to be sold by a Holder in a registration pursuant to this Agreement if, in the opinion of counsel to the Company, all such shares proposed to be sold by a Holder are not Registrable Shares.

10.

Limitations on Subsequent Registration Rights

From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders beneficially owning not less than a majority of the then outstanding Registrable Shares ( provided, however , that for purposes of this Section 10, Registrable Shares that are owned, directly or indirectly, by an Affiliate of the Company shall not be deemed to be outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include such securities in any Registration Statement filed pursuant to the terms hereof, unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of Registrable Shares of the Holders that is included, or (b) to have its securities registered on a registration statement that could be declared effective prior to, or within one hundred eighty (180) days of, the effective date of any registration statement filed pursuant to this Agreement.

11.

Miscellaneous

(a) Remedies . In the event of a breach by the Company of any of its obligations under this Agreement, each of FBR and each Holder, in addition to being entitled to exercise all rights provided herein or, in the case of FBR, in the Purchase/Placement Agreement, or granted by law, including the rights granted in Section 2(f) hereof and recovery of damages, will be entitled to specific performance of its rights under this Agreement. Subject to Section 7, the Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and Holders beneficially owning not less than a majority of the then outstanding Registrable Shares; provided, however, that for purposes of this Section 11(b), Registrable Shares that are owned, directly or indirectly, by an Affiliate of the Company shall not be deemed to be outstanding; provided , further , however , that any amendments, modifications or supplements to, or any waivers or consents to any departure from, the provisions of Section 8 hereof that would have the effect of extending the sixty (60) or one hundred eighty (180) day periods referenced herein shall be approved by, and shall only be applicable to, those Holders who provide written consent to such extension to the Company. No amendment shall be deemed effective unless it applies uniformly to all Holders. Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders may be given by such Holder; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the first and second sentences of this paragraph.

(c) Notices . All notices and other communications, provided for or permitted hereunder, shall be made in writing and delivered by facsimile (with receipt confirmed), overnight courier or registered or certified mail, return receipt requested, or by telegram:

(i) if to a Holder, at the most current address given by the transfer agent and registrar of the Shares to the Company;

(iii) if to FBR, at the offices of FBR at 1001 Nineteenth Street North, Arlington, Virginia 22209, Attention: William Ginivan, Esq. (facsimile 703-469-1140) with a copy to Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles, California, Attention: Julian T.H. Kleindorfer, Esq. (facsimile: 213-891-8763).

(d) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment or assumption, subsequent Holders. The Company agrees that the Holders shall be third party beneficiaries to the agreements made hereunder by FBR and the Company, and each Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder; provided, however , that such Holder fulfills all of its obligations hereunder.

(e) Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO

PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(h) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(i) Entire Agreement . This Agreement, together with the Purchase/Placement Agreement, is intended by the parties hereto as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.

(j) Registrable Shares Held by the Company or its Affiliates . Whenever the consent or approval of Holders of a specified percentage of Registrable Shares is required hereunder, Registrable Shares held by the Company or its Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Adjustment for Stock Splits, etc. Wherever in this Agreement there is a reference to a specific number of shares, then upon the occurrence of any subdivision, combination, or stock dividend of such shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination, or stock dividend.

(l) Survival . This Agreement is intended to survive the consummation of the transactions contemplated by the Purchase/Placement Agreement. The indemnification and contribution obligations under Section 7 of this Agreement shall survive the termination of the Company’s obligations under Section 2 of this Agreement.

(m) Attorneys’ Fees . In any action or Proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the prevailing party, as determined by the court, shall be entitled to recover its reasonable attorneys’ fees in addition to any other available remedy.

(Signature page follows)

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.


AMERICAN HOMES 4 RENT

By:		/s/ David Singelyn
Name:		David Singelyn
Title:		Chief Executive Officer


AMERICAN HOMES 4 RENT, LLC

By:		/s/ Peter Nelson
Name:		Peter Nelson
Title:		Chief Financial Officer


FBR CAPITAL MARKETS & CO.

By:		/s/ Paul Dell’Isola
Name:		Paul Dell’Isola
Title:		Senior Managing Director & Head of Capital Markets

(Signature Page to Registration Rights Agreement)

Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of March 14, 2013, between American Homes 4 Rent, a Maryland real estate investment trust (together with any successor entity thereto, the “ Company ”), American Homes 4 Rent Advisor, LLC, a Delaware limited liability company (the “ Manager ”), and FBR Capital Markets & Co., a Delaware corporation, as the initial purchaser/placement agent (“ FBR ”), for the benefit of FBR, the purchasers of up to an aggregate of 40,625,000 of the Company’s common shares, $0.01 par value per share (“ Common Shares ”) and any additional Common Shares purchased pursuant to the additional allotment option set forth in the Purchase/Placement Agreement (defined below), as participants (“ Participants ”) in the private placement by the Company of its Common Shares (the “ Offering ”), and the direct and indirect transferees of FBR, and each of the Participants.

This Agreement is made pursuant to the Purchase/Placement Agreement (the “ Purchase/Placement Agreement ”), dated as of March 7, 2013, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 40,625,000 Common Shares (plus an additional 6,093,750 Common Shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution and delivery of this Agreement by the Company, the Manager and FBR is a condition to the closing of the transactions contemplated by the Purchase/ Placement Agreement.

The parties hereby agree as follows:

1 . Definitions

As used in this Agreement, the following terms shall have the following meanings:

Accredited Investor Shares: Shares initially sold by the Company to “accredited investors” (within the meaning of Rule 501(a) promulgated under the Securities Act) as Participants.

Agreement: As defined in the preamble.

Board of Trustees: As defined in Section 6(a) hereof.

Closing Date: March 14, 2013 or such other time or such other date as FBR and the Company may agree.

Commission: The Securities and Exchange Commission.

Common Shares: As defined in the preamble.

Company: As defined in the preamble.

Controlling Person: As defined in Section 7(a) hereof.

End of Suspension Notice: As defined in Section 6(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto.

FBR: As defined in the preamble.

FINRA: The Financial Industry Regulatory Authority, Inc.

Holder: Each record owner of any Registrable Shares from time to time, including FBR and its Affiliates to the extent FBR or any such Affiliate holds any Registrable Shares.

Indemnified Party: As defined in Section 7(c) hereof.

Indemnifying Party: As defined in Section 7(c) hereof.

IPO Registration Statement: As defined in Section 2(b) hereof.

Issuer Free Writing Prospectus: As defined in Section 7(a) hereof.

Liabilities: As defined in Section 7(a) hereof.

No Objections Letter: As defined in Section 5(t) hereof.

Nominee: As defined in Section 3(c) hereof.

Offering: As defined in the preamble.

Participants: As defined in the preamble.

Person: An individual, partnership, limited liability company, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity.

Purchase/Placement Agreement: As defined in the preamble.

Purchaser Indemnitee: As defined in Section 7(a) hereof.

Registrable Shares: The Rule 144A Shares, the Accredited Investor Shares, the Regulation S Shares, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder and any shares or other securities issued in respect of such Registrable Shares by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Shares, until, in the case of any such Rule 144A Share, Accredited Investor Share or Regulation S Share, the earliest to occur of (i) the date on which the resale of such share has been registered pursuant to the Securities Act and such share has been disposed of in accordance with the Registration Statement filed in connection therewith, (ii) in the event the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the date on which such share has been transferred pursuant to Rule 144 (or any similar provision then in effect) or are freely saleable, without condition pursuant to Rule 144, including any current public information requirements, and are listed for trading on the New York Stock Exchange, the Nasdaq Global Market or a similar national securities exchange or (iii) the date on which such share is sold to the Company or ceases to be outstanding.

Registration Default: As defined in Section 2(f) hereof.

Registration Expenses: Any and all fees and expenses incident to the Company’s and FBR’s performance of or compliance with this Agreement, including, without limitation: (i) all Commission, securities exchange, FINRA or other registration, listing, inclusion and filing fees; (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including, without limitation, any registration, listing and filing fees and fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA); (iii) all expenses in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement; (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on any securities exchange pursuant to Section 5(n) of this Agreement; (v) the fees and disbursements of counsel for the Company and of the independent registered public accounting firm of the Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to the performance of this Agreement); (vi) reasonable fees and disbursements of Latham & Watkins LLP, or one such other counsel, reasonably acceptable to the Company, for FBR and the Holders, selected by the Holders holding a majority of the Registrable Shares (such counsel, “ Selling Holders’ Counsel ”), provided that if such counsel is prevented from representing both FBR and the Holders, separate counsel shall be selected by the Holders holding a majority of the Registrable Shares; and (vii) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement); provided , however , that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions, if any, relating to the sale or disposition of Registrable Shares by a Holder.

Rule 144A Shares: Shares initially resold by FBR pursuant to the Purchase/Placement Agreement to “qualified institutional buyers” (as such term is defined in Rule 144A).

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

Selling Holders’ Counsel: As defined in clause (vi) of the definition for Registration Expenses.

Shares: The Common Shares being offered and sold pursuant to the terms and conditions of the Purchase/ Placement Agreement.

Shelf Filing Date: As defined in Section 2(a) hereof.

Shelf Registration Statement: As defined in Section 2(a) hereof.

Special Election Meeting: As defined in Section 3(a) hereof.

Suspension Event: As defined in Section 6(b) hereof.

Suspension Notice: As defined in Section 6(b) hereof.

Trigger Date: As defined in Section 3(a) hereof.

Underwritten Offering: A sale of securities of the Company to an underwriter or underwriters for re-offering to the public.

2 . Registration Rights

(a) Mandatory Shelf Registration. As set forth in Section 5 hereof, the Company agrees to file with the Commission a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders (a “ Shelf Registration Statement ”) as soon as reasonably practicable following the date of this Agreement but in no event later than November 21, 2013 (the “ Shelf Filing Date ”); provided that, upon approval of the Board of Trustees, the Company shall have the right to defer the Shelf Filing Date until no later than May 20, 2014. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing thereof but in no event, subject to Section 2(b)(iii) below, later than the date that is one hundred eighty (180) days after the initial filing thereof. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares.

(b) Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of a registration statement filed by the Company with respect to the initial public offering of its Common Shares (the “ IPO Registration Statement ”). In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided , however , if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used or is using commercially reasonable efforts to complete such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to sixty (60) days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided , further , however , that if such initial public offering is not completed by the third anniversary of this Agreement, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter but in no event later than 60 days after the third anniversary of this Agreement. Nothing in this Section 2(b)(iii) shall affect the Company’s obligation to hold a Special Election Meeting as provided in Section 3 of this Agreement.

(c) Expenses . The Company shall pay all Registration Expenses in connection with the registration of the Registrable Shares pursuant to this Agreement. Each Holder participating in a registration pursuant to this Section 2 shall bear such Holder’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Shares pursuant to this Agreement.

(d) Penalty Provisions . If the Company does not file a Shelf Registration Statement registering the resale of the Registrable Shares by the Shelf Filing Date (as such date may be deferred pursuant to Section 2(a)), other than as a result of the Commission being unable to accept such filings (a “ Registration Default ”), then the Manager shall forfeit fifty percent (50%) of the amount that would otherwise be payable to it in respect of its management fee under the Advisory Management Agreement, dated November 21, 2012, between the Company and the Manager, from and after the applicable date by which the Company was required to file the Shelf Registration Statement until the Shelf Registration Statement is filed. For the avoidance of doubt, the management fee will be reinstated for periods beginning on the date such Shelf Registration Statement is filed, but will not be reinstated for periods before the filing of the Shelf Registration Statement. Notwithstanding the foregoing, the Company acknowledges and agrees that no management fee or other amounts shall be payable or granted in lieu of or to make the Manager whole for any such forfeited management fees.

3 . Special Election Meeting.

(a) Subject to the last sentence of this Section 3(a), if a Shelf Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission and the Registrable Shares have not been listed for trading on a national securities exchange, on a date that is within one hundred eighty (180) days after the Shelf Filing Date (as such date may be deferred pursuant to Section 2(a)) or, in the event of a deferral pursuant to Section 2(b), the date that is sixty (60) days after the closing date of the initial public offering (the “ Trigger Date ”), a special meeting of shareholders (the “ Special Election Meeting ”) shall be called in accordance with the Bylaws of the Company; provided that the requirement to hold a Special Election Meeting may be waived or deferred upon the Company’s receipt of the consent, at a duly called meeting or by written consent, of Holders of at least seventy-five percent (75%) of the outstanding Registrable Shares; provided , however , that Registrable Shares that are owned, directly or indirectly, by an Affiliate or “executive officer” (as defined in Rule 405 of the Securities Act) of the Company shall not be deemed to be outstanding for this purpose. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than thirty (30) days after the Trigger Date. For the avoidance of doubt, the Company shall have no obligation to hold a Special Election Meeting pursuant to this Section 3 or the Bylaws of the Company if the Company has completed an initial public offering pursuant to an IPO Registration Statement and the Common Stock of the Company has been listed for trading on a national securities exchange before the Trigger Date.

(ii) as to each Holder giving the notice, the class, series and number of all of the equity shares of the Company that are owned by such Holder, beneficially or of record.

4 . Rules 144 and 144A Reporting

5 . Registration Procedures

(a) (i) notify FBR and Selling Holders’ Counsel, in writing, at least ten (10) Business Days prior to filing a Registration Statement, of its intention to file such Registration Statement with the Commission and, at least five (5) Business Days prior to filing, provide a copy of such Registration Statement to FBR, its counsel and Selling Holders’ Counsel for review and comment; (ii) prepare and file with the Commission, as specified in this Agreement, a Registration Statement(s), which Registration Statement(s) shall (x) comply as to form in all material respects with the requirements of the Securities Act and the applicable form and include all financial statements required by the Commission to be filed therewith and (y) be acceptable to FBR, its counsel and Selling Holders’ Counsel; (iii) notify FBR and Selling Holders’ Counsel in writing, at least five (5) Business Days prior to filing of any amendment or supplement to such Registration Statement and, at least three (3) Business Days prior to filing, provide a copy of such amendment or supplement to FBR, its counsel and Selling Holders’ Counsel for review and comment; (iv) promptly following receipt from the Commission, provide to FBR, its counsel and Selling Holders’ Counsel copies of any comments made by the staff of the Commission relating to such Registration Statement and of the Company’s responses thereto for review and comment; and (v) use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable after filing and to remain effective, subject to Section 6 hereof, until the earlier of (A) such time as all Registrable Shares covered thereby have been sold in accordance with the intended distribution of such Registrable Shares; (B) such time as all of the Registrable Shares are eligible for sale without any volume or manner of sale restrictions or compliance by the Company with any current public information requirements pursuant to Rule 144 (or any successor or analogous rule) under the Securities Act; (C) there are no Registrable Shares outstanding or (D) the first (1st) anniversary of the effective date of such Registration Statement (subject to extension as provided in Section 6(c) hereof and the condition that the Registrable Shares have been transferred to an unrestricted CUSIP, are listed or included on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 5(n) of this Agreement, or on an alternative trading system with the Registrable Shares qualified under the applicable state securities or “blue sky” laws of all fifty (50) states), and can be sold under Rule 144 without limitation as to manner of sale or volume; provided , however , that if the Company has an effective Shelf Registration Statement on Form S-11 (or other form then available to the Company) under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company may, upon thirty (30) Business Days prior written notice to all Holders, register any Registrable Shares registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Shelf Registration Statement or transfer the filing fees from the previous Shelf Registration Statement (such transfer pursuant to Rule 429, if applicable) unless

any Holder registered under the initial Shelf Registration Statement notifies the Company within fifteen (15) Business Days of receipt of the Company notice that such a registration under a new short-form Shelf Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Shares already in progress, in which case, the Company shall delay the effectiveness of the new short-form Shelf Registration Statement and termination of the then-effective initial Shelf Registration Statement or any short-form Shelf Registration Statement for a period of not less than thirty (30) days from the date that the Company receives the notice from such Holders requesting a delay;

(d) use its commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions as FBR or any Holder of Registrable Shares covered by a Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to Section 5(a) and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder; provided , however , that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 5(d) and except as may be required by the Securities Act, (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction;

(f) (i) notify FBR and each Holder promptly and, if requested by FBR or any Holder, confirm such advice in writing (A) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any Proceeding for that purpose, (C) of any request by the Commission or any other federal, state or foreign governmental authority for (1) amendments or supplements to a Registration Statement or related Prospectus or (2) additional information and (D) of the happening of any event during the period a Registration Statement is effective as a result of which such Registration Statement or the related Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) and (ii) at the request of any such Holder, promptly to furnish to such

Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

documents and properties of the Company and cause the respective officers, trustees and employees of the Company to supply all information reasonably requested by any such representatives, the representative of the underwriters, counsel thereto or accountants in connection with a Registration Statement; provided , however , that such records, documents or information that the Company determines, in good faith, to be confidential and notifies such representatives, representative of the underwriters, counsel thereto or accountants are confidential shall not be disclosed by such representatives, representative of the underwriters, counsel thereto or accountants unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or information have been generally made available to the public; provided , further , that the representatives of the Holders and any underwriters will use commercially reasonable efforts, to the extent practicable, to coordinate the foregoing inspection and information gathering and not materially disrupt the Company’s business operations; provided , further , that, notwithstanding anything to the contrary in this Agreement, the Company shall not provide any material non-public information to any Holder without such Holder’s prior written agreement to keep such information confidential;

(p) provide a CUSIP number for all Registrable Shares, not later than the effective date of the Registration Statement;

(t) in connection with the initial filing of a Shelf Registration Statement and each amendment thereto with the Commission pursuant to Section 2(a) hereof, cooperate with FBR in connection with the filing with FINRA of all forms and information required or requested by FINRA in order to obtain written confirmation from FINRA that FINRA does not object to the fairness and reasonableness of the underwriting terms and arrangements (or any deemed underwriting terms and arrangements) (each such written confirmation, a “ No Objections Letter ”) relating to the resale of Registrable Shares pursuant to the Shelf Registration Statement, including, without limitation, information provided to FINRA through its COBRADesk system, and pay all costs, fees and expenses incident to FINRA’s review of the Shelf Registration Statement and the related underwriting terms and arrangements, including, without limitation, all filing fees associated with any filings or submissions to FINRA and the legal expenses, filing fees and other disbursements of FBR and any other FINRA member that is the Holder of, or is affiliated or associated with an owner of, Registrable Shares included in the Shelf Registration Statement (including in connection with any initial or subsequent member filing);

6 . Black-Out Period

(a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of trustees of the Company (the “ Board of Trustees ”) that it is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Trustees shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Trustees shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

7 . Indemnification and Contribution

(a) The Company agrees to indemnify and hold harmless (i) each Holder of Registrable Shares and any underwriter (as determined in the Securities Act) for such Holder (including, if applicable, FBR), (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) any such Person described in clause (i) (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “ Controlling Person ”), and (iii) the respective officers, trustees, partners, members, employees, representatives and agents of any such Person or any Controlling Person (any Person referred to in clause (i), (ii) or (iii) above may hereinafter be referred to as a “ Purchaser Indemnitee ”), to the fullest extent lawful, from and against any and all losses, claims, damages, judgments, actions, out-of-pocket expenses, and other liabilities (the “ Liabilities ”), including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or Proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Purchaser Indemnitee, joint or several, directly or indirectly related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), any Prospectus (or any amendment or supplement thereto) or any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 (or any amendment or supplement thereto) (an “ Issuer Free Writing Prospectus ”), or any preliminary Prospectus or any other document used to sell the Shares, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Purchaser Indemnitee furnished to the Company, or any underwriter in writing by such Purchaser Indemnitee expressly for use therein. The Company shall notify FBR and the Holders promptly of the institution, threat or assertion of any claim, Proceeding (including any governmental investigation), or litigation of which it shall have become aware in connection with the matters addressed by this Agreement that involves the Company or a Purchaser Indemnitee. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser Indemnitee.

(c) If any suit, action, Proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) above, such Person (the “ Indemnified Party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing of the commencement thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any liability which it may have under this Section 7, except to the extent the Indemnifying Party is materially prejudiced by the failure to give notice), and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in such Proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related to such Proceeding. Notwithstanding the foregoing, in any such Proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party, (iii) the Indemnifying Party and its counsel do not actively and vigorously pursue the defense of such action or (iv) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and Indemnifying Party, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that, either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such Affiliate of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume nor direct the defense of such action on behalf of such Indemnified Party; it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Indemnified Parties, which firm shall be designated in writing by those Indemnified Parties who sold a majority of the Registrable Shares sold by all such Indemnified Parties and any such separate firm for the Company, the trustees, the officers and such control Persons of the Company as shall be designated in writing by the Company). The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (ii) does not include a statement as to or an admission of, fault, culpability or a failure to act by or on behalf of the Indemnified Party.

8 . Market Stand-off Agreement

(a) all executive officers and trustees of the Company then holding Common Shares of the Company or securities convertible into or exchangeable or exercisable for Common Shares of the Company enter into agreements that are no less restrictive; and

(b) the Holders shall be allowed any concession or proportionate release allowed to any officer or trustee that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or trustee by the total number of issued and outstanding shares held by such officer or trustee); provided , that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and trustees of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and trustees of the Company;

9 . Termination of the Company’s Obligation

10 . Limitations on Subsequent Registration Rights

From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders beneficially owning not less than a majority of the then outstanding Registrable Shares ( provided , however , that for purposes of this Section 10, Registrable Shares that are owned, directly or indirectly, by an Affiliate of the Company shall not be deemed to be outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include such securities in any Registration Statement filed pursuant to the terms hereof, unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of Registrable Shares of the Holders that is included, or (b) to have its securities registered on a registration statement that could be declared effective prior to, or within one hundred eighty (180) days of, the effective date of any registration statement filed pursuant to this Agreement.

11 . Miscellaneous

(b) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and Holders beneficially owning not less than a majority of the then outstanding Registrable Shares; provided , however , that for purposes of this Section 11(b), Registrable Shares that are owned, directly or indirectly, by an Affiliate of the Company shall not be deemed to be outstanding; provided , further , however , that any amendments, modifications or supplements to, or any waivers or consents to any departure from, the provisions of Section 8 hereof that would have the effect of extending the sixty (60) or one hundred eighty (180) day periods referenced herein shall be approved by, and shall only be applicable to, those Holders who provide written consent to such extension to the Company. No amendment shall be deemed effective unless it applies uniformly to all Holders. Notwithstanding the foregoing, a waiver or consent to or departure from the

provisions hereof with respect to a matter that relates exclusively to the rights of a Holder whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders may be given by such Holder; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the first and second sentences of this paragraph.

(i) if to a Holder, at the most current address given by the transfer agent and registrar of the Shares to the Company;

(ii) if to the Company or the Manager, at the offices of the Company at American Homes 4 Rent, 22917 Pacific Coast Highway, Suite 300, Malibu, California 90265, Attention: Sara Vogt-Lowell (facsimile: 310-774-5333), with a copy to Hogan Lovells LLP, 555 Thirteenth Street, NW, Washington, DC, 20004, Attention: James Showen, Esq. (facsimile: 202-637-5910); and (iii) if to FBR, at the offices of FBR at 1001 Nineteenth Street North, Arlington, Virginia 22209, Attention: William Ginivan, Esq. (facsimile 703-469-1140) with a copy to Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles, California, Attention: Julian T.H. Kleindorfer, Esq. (facsimile: 213-891-8763).

(d) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment or assumption, subsequent Holders. The Company agrees that the Holders shall be third party beneficiaries to the agreements made hereunder by FBR and the Company, and each Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder; provided , however , that such Holder fulfills all of its obligations hereunder.

(f) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(k) Adjustment for Stock Splits, etc. Wherever in this Agreement there is a reference to a specific number of shares, then upon the occurrence of any subdivision, combination, or stock dividend of such shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination, or stock dividend.

(Signature page follows)

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.


AMERICAN HOMES 4 RENT

By:		/s/ David Singelyn
Name:		David Singelyn
Title:		Chief Executive Officer


AMERICAN HOMES 4 RENT ADVISOR, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Senior Vice President


FBR CAPITAL MARKETS & CO.

By:		/s/ Paul Dell’Isola
Name:		Paul Dell’Isola
Title:		Senior Managing Director & Head of Capital Markets

(Signature Page to Registration Rights Agreement)

Exhibit 10.8

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of June 10, 2013 by and between American Homes 4 Rent, a Maryland real estate investment trust (the “ Company ”), and American Homes 4 Rent, LLC, a Delaware limited liability company (“ AH LLC ”).

WHEREAS, AH LLC beneficially owns certain of the Company’s common shares of beneficial interest, par value $0.01 per share (the “ Common Shares ”) designated as Class A (the “ Class A Common Shares ”) and Class B (the “ Class B Common Shares ”) and certain limited partnership units (the “ OP Units ”) of American Homes 4 Rent, L.P., a Delaware limited partnership that is majority-owned by the Company as the general partner and minority-owned by AH LLC as a limited partner;

WHEREAS, AH LLC, the Company and the OP have entered into a Contribution Agreement, dated as of May 28, 2013 (the “ Contribution Agreement ”) to engage in certain transactions (the “ Internalization Transactions ”) that will internalize the management structure of the Company and pursuant to which, among other things, (i) AH LLC will contribute all of AH LLC’s right, title and interest in and to AH LLC’s membership interests in American Homes 4 Rent Advisor, LLC, a Delaware limited liability company wholly-owned by AH LLC and the Company’s external manager and advisor, and American Homes 4 Rent Management Holdings, LLC, a Delaware limited liability company wholly-owned by AH LLC and the Company’s property manager, and (ii) in exchange for such membership interests, the OP will issue to AH LLC 4,375,000 Series D Units of the OP and 4,375,000 Series E Units of the OP, each series of which are convertible into Class A Units of the OP, which Class A Units are redeemable for Class A Common Shares, subject to the terms and conditions set forth in the Limited Partnership Agreement of the OP, as amended; and

WHEREAS, in connection with the Contribution Agreement, the Company has agreed to grant to AH LLC certain registration rights as are set forth in this Agreement (the “ Registration Rights ”).

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby agree as follows:

SECTION 1. DEFINITIONS

The following capitalized terms used herein have the following meanings:

“ Agreement ” is defined in the preamble hereto.

“ Business Day ” means any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York.

“ Class A Common Shares ” is defined in the recitals hereto.

“ Class B Common Shares ” is defined in the recitals hereto.

“ Common Shares ” is defined in the recitals hereto.

“ Company ” is defined in the preamble hereto.

“ Contribution Agreement ” is defined in the preamble hereto.

“ Conversion Shares ” means the Class A Common Shares issued to the Holders upon conversion of the Class B Common Shares that are beneficially owned by AH LLC as of the date of this Agreement.

“ End of Suspension Notice” is defined in Section 2.3(a) hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Existing Shelf ” is defined in Section 2.2(a) hereof.

“ Form S-3 ” means a registration statement on Form S-3 under the Securities Act or such successor form thereto permitting registration of securities under the Securities Act.

“ Holder ” means (a) AH LLC, (b) any member of AH LLC that becomes a holder of record of Registrable Securities through a distribution by AH LLC or upon a liquidation, winding up or dissolution of AH LLC or (c) any other permitted assignee or transferee of AH LLC.

“ IPO Closing Date ” means the closing date of the Company’s initial public offering.

“ OP Units ” is defined in the recitals hereto.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, governmental entity and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Piggyback Registration ” is defined in Section 2.1(a) hereof.

“ Piggyback Registration Notice ” is defined in Section 2.1(a) hereof.

“ Piggyback Registration Rights ” is defined in Section 2.1(a) hereof.

“ Post-IPO Offering ” is defined in Section 2.4 hereof.

“ Prospectus ” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus or prospectuses, including post-effective amendments and all documents incorporated therein by reference.

“ Redemption Shares ” means the Class A Common Shares issued to Holders upon redemption of the OP Units that are beneficially owned by AH LLC as of the date of this Agreement.

“ Registrable Securities ” means Class A Common Shares, which may consist of any combination of (a) the Class A Common Shares that are beneficially owned by AH LLC as of the date of this Agreement, (b) the Conversion Shares, (c) the Redemption Shares, and (d) any Class A Common Shares issued or issuable to a Holder with respect to the Conversion Shares or Redemption Shares by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has been declared effective by the SEC and such securities have been disposed of pursuant to such effective Registration Statement, (ii) if in the event the Company is subject to the reporting

requirements of Section 13(a) or 15(d) of the Exchange Act, the date on which such securities have been transferred pursuant to Rule 144 (or any similar provision then in effect) or are freely saleable, without condition pursuant to Rule 144, including any current public information requirements, (iii) such securities are otherwise transferred and such securities may be resold without subsequent registration under the Securities Act, or (iv) such securities shall have ceased to be outstanding.

“ Registration Rights ” is defined in the recitals hereto.

“ Registration Statement ” means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus and amendments (including post-effective amendments) to such Registration Statement, and any exhibits and documents incorporated by reference in such Registration Statement.

“ S-3 Registration ” is defined in Section 2.2(a) hereof.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shelf Takedown ” is defined in Section 2.2(b) hereof.

“ Suspension Event ” is defined in Section 2.3(a) hereof.

“ Suspension Notice ” is defined in Section 2.3(a) hereof.

SECTION 2. REGISTRATION RIGHTS

2.1 Piggyback Registration Rights .

(a) Right to Piggyback . At any time more than thirty (30) months after the Internalization Transactions when (i) the Company is eligible to use Form S-3 or any successor form thereto and (ii) when the Company proposes to register any of its Common Shares under the Securities Act (other than a registration statement on Form S-4, Form S-8 or any similar successor forms thereto or another form not available to register Registrable Securities for sale to the public), whether for its own account or for the account of one or more shareholders of the Company (a “ Piggyback Registration ”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such registration statement) to the Holders of its intention to effect such a registration (a “ Piggyback Registration Notice ”) and, subject to Section 2.3 hereof, shall include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein from the Holders within 7 days after the date of the Piggyback Registration Notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered an S-3 Registration for purposes of Section 2.2 of this Agreement.

would adversely affect the price per share of the Common Shares to be sold in such offering, the Company shall include in such registration (i) first, the number of Common Shares that the Company proposes to sell, and (ii) second, the number of Common Shares requested to be included therein by holders of Common Shares, including the Holders (if any Holder has elected to include Registrable Securities in such Piggyback Registration), pro rata among all such holders on the basis of the number of Common Shares requested to be included therein by all such holders or as such holders may otherwise agree.

(c) Priority on Secondary Piggyback Registrations . If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Shares other than Registrable Securities, and the managing underwriters advise the Company that in the opinion of the managing underwriters the number of Common Shares proposed to be included in such registration exceeds the number of Common Shares that can be sold in such offering and/or that the number of Common Shares proposed to be included in any such registration would adversely affect the price per share of the Common Shares to be sold in such offering, then the Company shall include in such registration (i) first, the number of Common Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Common Shares requested to be included therein by other holders of Common Shares, including the Holders (if any Holder has elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of Common Shares requested to be included therein by such holders or as such holders may otherwise agree, and (iii) third, the number of Common Shares that the Company proposes to sell.

(e) Offers and Sales . All offers and sales of Registrable Securities covered by a Registration Statement by the Holder thereof shall be completed within the period during which such Registration Statement remains effective and not the subject of any stop order, injunction or other order of the SEC. Upon notice that such Registration Statement is no longer effective, no Holder will offer or sell the Registrable Securities covered by such Registration Statement. If directed in writing by the Company, each Holder will return all undistributed copies of the related Prospectus in such Holder’s possession upon the expiration of such period.

2.2 S-3 Shelf Registration Rights .

(a) Right to Request Registration . After the IPO Closing Date, the Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At any time more than twenty-four (24) months after the closing date of the Internalization Transactions that the Company is eligible to use Form S-3 or any successor thereto, and the Company does not have an effective shelf Registration Statement on Form S-3 on file with the SEC covering the Registrable Securities (an “ Existing Shelf ”), then each Holder shall be entitled to request that the Company file a Registration Statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the Registrable Securities pursuant to Rule 415 promulgated under the Securities Act or otherwise. Upon such request, the Company shall use its reasonable best efforts (i) to file a Registration Statement covering the number of shares of Registrable Securities specified in such request on Form S-3 or any successor thereto (together with the Existing Shelf, an “ S-3 Registration ”) for public sale in accordance with the method of disposition specified in such request within 60 days of the such Holder’s request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter; provided that the Company may defer effectiveness of an S-3 Registration (A) until

at least thirty (30) months after the closing date of the Internalization Transactions and (B) to the extent necessary to comply with the Company’s obligations under the registration rights agreements among the Company and shareholders that purchased Common Shares in the Company’s November 2012 and March 2013 private placements. If the Company does have an Existing Shelf, then, upon a request by a Holder, the Company may satisfy the rights set forth above by filing a prospectus supplement to the Existing Shelf.

(b) Right to Request Underwritten Shelf Takedown . A Holder shall be entitled to sell in accordance with the Securities Act such Registrable Securities as are then registered pursuant to an S-3 Registration upon not less than 30 days prior written notice to the Company (each, a “ Shelf Takedown ”). The Holder shall be entitled to request that up to three such Shelf Takedowns shall be underwritten offerings; provided , that (based on the closing sale price of the Class A Common Shares as reported on the national securities exchange on which the Company’s securities are listed on the date of the Company’s receipt of such request) the number of shares of Registrable Securities included in such Shelf Takedown would yield gross proceeds to the Holder(s) requesting such Shelf Takedown of at least $100,000,000. Each Holder participating in such underwritten Shelf Takedown shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected in accordance with Section 2.2(d) below; provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other shareholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 3.2 hereof, and (ii) complete and execute all questionnaires, powers of attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. Notwithstanding the foregoing, in no event shall the Company be obligated to effect more than one underwritten Shelf Takedown hereunder in any single six-month period.

(c) Priority on Shelf Takedowns . The Company may include Common Shares other than Registrable Securities in a Shelf Takedown on the terms provided below, and, if such Shelf Takedown is an underwritten offering, only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Shelf Takedown advise the Company and the Holder(s) participating in such Shelf Takedown that in their opinion the number of Common Shares proposed to be included in any Shelf Takedown (1) exceeds the number of Common Shares which can be sold in such underwritten offering or (2) would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Shelf Takedown only the number of Common Shares which in the opinion of such managing underwriters can be sold. If the number of Common Shares which can be sold is less than the number of Common Shares proposed to be registered, the amount of Common Shares to be so sold shall be allocated pro rata among the holders of Common Shares desiring to participate in such Shelf Takedown on the basis of the number of Common Shares initially proposed to be registered by such holders or as such holders may otherwise agree.

(d) Selection of Underwriters . If any of the Registrable Securities covered by an S-3 Registration is to be sold in an underwritten offering, the Company shall select the managing underwriter or underwriters to administer any such offering.

2.3 Suspension of Offering .

than ninety (90) days at any one time, or more than twice in any twelve (12) month period), if any of the following events shall occur: (i) the Company is actively pursuing an underwritten primary offering of the Company’s equity securities; (ii) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or its subsidiaries; (iii) an event has occurred as a result of which the Prospectus included in such Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) an event has occurred which would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the Company’s reasonable determination, to cause the Registration Statement to fail to comply with applicable disclosure requirements; or (v) any trading blackout imposed by the Company in connection with the release of quarterly earnings results (each such circumstance a “ Suspension Event ”). No Suspension Event of the type described in clause (v) of the immediately preceding sentence shall count towards the maximum number of days or the maximum number of Suspension Events permitted in any twelve (12) month period. Upon the occurrence of any Suspension Event, the Company shall provide written notice (a “ Suspension Notice ”) to each Holder to suspend sales of Registrable Securities. Such Suspension Notice shall state generally the basis for the notice, that such suspension shall continue only as long as the Suspension Event or its effect is continuing and that the Company is taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Upon receipt of any Suspension Notice, each Holder agrees that (x) it will immediately suspend offers and sales of the Registrable Securities under such Registration Statement until the Holder receives an End of Suspension Notice (as defined below), and (y) it will maintain the confidentiality of any information included in the Suspension Notice delivered by the Company unless otherwise required by law or subpoena. Holders may recommence offers and sales of Registrable Securities pursuant to a Registration Statement following receipt of written notice to such effect from the Company (an “ End of Suspension Notice ”). If so directed by the Company, each Holder will deliver to the Company all copies of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice, other than permanent file copies then in such Holder’s possession.

(b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Company has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is no longer required.

2.4 Lockup Agreements . Each Holder hereby agrees to enter into a lockup agreement in connection with the IPO, in such form as is requested by the Company and the managing underwriter of the IPO, not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities or other Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder for a period of one hundred eighty (180) days following the IPO Closing Date. In connection with any underwritten offering by the Company following the IPO Closing Date (a “ Post-IPO Offering ”), each Holder further agrees not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities or other Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder for a reasonable and customary period following the date of a Prospectus, prepared in connection with such Post-IPO Offering, as requested by the managing underwriter of such Post-IPO Offering; provided that each executive officer and trustee of the Company enter into agreements that are no less restrictive.

If requested, such agreement shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter. The Company may impose stop transfer restrictions with respect to the Registrable Securities (or other securities) subject to the foregoing restriction until the end of the period.

2.5 State Securities Law Qualification . The Company shall file such documents as necessary to register or qualify the Registrable Securities to be covered by a Registration Statement by the time such Registration Statement is declared effective by the SEC under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder may reasonably request in writing, and shall use commercially reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement or during the period offers or sales are being made by the Holders, whichever is shorter, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of such Registrable Securities in each such jurisdiction; provided , however , that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (iii) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject.

2.6 Registration Procedures . If and when the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Sections 2.1 and 2.2 of this Agreement, subject to Section 2.3 hereof, the Company shall:

(a) prepare and file with the SEC such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities covered by such Registration Statement, in each case for such time as is contemplated in Sections 2.1 and 2.2 ;

(b) furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act as the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Holders;

(c) notify the Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(d) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;

(e) promptly notify the Holders: (i) of the existence of any fact of which the Company is aware or the happening of any event which has resulted in (A) the Registration Statement, as then in effect, containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to any event described in either of the clauses (i) or (ii) of this Section 2.6(e) , at the request of the Holders, the Company shall prepare and, to the extent the exemption from the prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Holders a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(f) use commercially reasonable efforts to cause all such Registrable Securities to be listed on the national securities exchange on which the Common Shares are then listed, if the listing of Registrable Securities is then permitted under the rules of such national securities exchange; and

(g) if requested by any Holder participating in the offering of Registrable Securities, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided , however , that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the SEC and is unreasonable in scope compared with the Company’s most recent Prospectus used in connection with a primary or secondary offering of equity securities by the Company.

2.7 Obligations of the Holder . In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 2 , each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related Prospectus pursuant to the rules and regulations of the SEC, and (ii) provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus.

SECTION 3. INDEMNIFICATION; CONTRIBUTION

3.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder and each Person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and any of their partners, members, officers, trustees, employees or representatives, as follows:

(i) against any losses, liabilities, claims, damages, judgments and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any losses, liabilities, claims, damages, judgments and expenses to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(iii) against any expenses (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided , however , that the indemnity provided pursuant to this Section 3.1 does not apply to any Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus, or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred.

3.2 Indemnification by Holder . Each Holder (and each permitted assignee of such Holder, on a several basis) agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its trustees and officers (including each trustee and officer of the Company who signed a Registration Statement), each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other Holder as follows:

(i) against any losses, liabilities, claims, damages, judgments and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any losses, liabilities, claims, damages, judgments and expenses to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and

(iii) against any expenses (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided , however , that the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 3.2 , each Holder’s (and any permitted assignee’s) indemnification obligations hereunder shall be limited to the amount of the gross proceeds actually received by such Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim.

3.3 Conduct of Indemnification Proceedings . An indemnified party hereunder shall give reasonably prompt notice to the indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the indemnifying party (i) shall not relieve the indemnifying party from any liability which it may have to such indemnified party hereunder, unless and only to the extent it did not otherwise learn of such action and the lack of notice by the indemnified party results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligations provided hereunder. If the indemnifying party so elects within a reasonable time after receipt of such notice, the indemnifying party may assume the defense of such action or proceeding at such indemnifying party’s own expense with counsel chosen by the indemnifying party and approved by the indemnified party, which approval shall not be unreasonably withheld or delayed; provided , however , that the indemnifying party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the indemnified party unless such settlement, compromise or consent secures the unconditional release of the indemnified party of all liability at no cost or expense to the indemnified party; and provided further , that, if the indemnified party reasonably determines in good faith that a conflict of interest exists where it is advisable for the indemnified party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to the indemnified party which are different from or in addition to those available to the indemnifying party, then the indemnifying party shall not be entitled to assume such defense and the indemnified party shall be entitled to separate counsel at the indemnifying party’s expense. If the indemnifying party is not entitled to assume the defense of such action or proceeding as a result of the second proviso to the preceding sentence, the indemnifying party’s counsel shall be entitled to conduct the indemnifying party’s defense and counsel for the indemnified

party shall be entitled to conduct the defense of the indemnified party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party will pay the reasonable fees and expenses of counsel for the indemnified party. In such event, however, the indemnifying party will not be liable for any settlement effected without the written consent of the indemnifying party (which consent will not be unreasonably withheld or delayed). If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified party incurred thereafter in connection with such action or proceeding.

3.4 Contribution .

(a) In order to provide for just and equitable contribution in circumstances in which the indemnification provisions in Sections 3.1 and 3.2 above are for any reason held to be unenforceable by the indemnified party although applicable in accordance with its terms, the Company and the relevant Holder shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnification provisions incurred by the Company and the Holder, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, or expenses. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

(b) The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 3.4 , a Holder shall not be required to contribute any amount in excess of the amount of the gross proceeds actually received by such Holder from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim.

(c) Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.4 , each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Holder, and each trustee of the Company, each officer of the Company who signed a Registration Statement and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

SECTION 4. EXPENSES

independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any “comfort” letters or any special audits incident to or required by any registration or qualification). Each Holder shall be responsible for the payment of any underwriting commissions and discounts, brokerage and sales commissions, fees and disbursements of such Holder’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Securities by such Holder pursuant to this Agreement.

SECTION 5. RULE 144 COMPLIANCE

The Company shall use its reasonable best efforts to file the reports required to be filed by the Company under the Securities Act and the Exchange Act so as to enable the Holders to sell the Registrable Securities pursuant to Rule 144 under the Securities Act, as such rule may be amended from time to time.

SECTION 6. MISCELLANEOUS

6.1 Integration; Amendment . This Agreement constitutes the entire agreement among the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto.

6.2 Waivers . No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

6.3 Assignment; Successors and Assigns . This Agreement and the rights granted hereunder may not be assigned by a Holder without the written consent of the Company; provided , however , that a Holder may assign its rights and obligations hereunder, without such consent, in connection with a transfer of some or all of such Holder’s Registrable Securities (i) to the extent permitted under the Company’s charter, and (ii) provided such transferee agrees in writing to be bound by all of the provisions hereof and the Holder provides written notice to the Company within ten (10) days of the effectiveness of such assignment. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and permitted assigns, including, without limitation, any successor of the Company by merger, acquisition, reorganization, recapitalization or otherwise.

6.4 Notices . All notices and other communications, provided for or permitted hereunder, shall be made in writing and delivered by facsimile (with receipt confirmed), overnight courier or registered or certified mail, return receipt requested:

(i) if to a Holder, at the most current address given by the transfer agent and registrar of the Shares to the Company; and

(ii) if to the Company, at the offices of the Company at American Homes 4 Rent, 22917 Pacific Coast Highway, Suite 300, Malibu, California 90265, Attention: Sara Vogt-Lowell (facsimile: 310-774-5333), with a copy to Hogan Lovells LLP, 555 Thirteenth Street, NW, Washington, DC, 20004, Attention: James E. Showen (facsimile: 202-637-5910).

6.5 Specific Performance . The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

6.6 Governing Law . This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to conflicts of law principles.

6.7 Headings . Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

6.8 Pronouns . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

6.9 Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile signatures.

6.10 Severability . If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

6.11 No Third Party Beneficiaries . Except as may be expressly provided herein (including without limitation Section 3 hereof), it is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

6.12 Legend Removal . The Company, upon the request of any Holder of Registrable Securities, shall use its commercially reasonable efforts to remove any legend from the certificates representing such Registrable Securities with respect to the Securities Act and any state securities laws, and shall cause the termination of any related stop transfer orders, if (a) such Registrable Securities are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without any volume limitations or other restrictions on transfer under paragraphs (c), (e), (f) and (h) of Rule 144 and (b) such Holder provides the Company with a representation letter in customary form reasonably sufficient to establish that such limitations and restrictions under paragraphs (c), (e), (f) and (h) of Rule 144 do not apply to such Registrable Securities. Such Holder further agrees to indemnify the Company against any loss, cost or expenses, including reasonable expenses and attorney’s fees, incurred as a result of such legend removal on such Holder’s behalf; provided, however, that the foregoing indemnification shall not apply to a Holder that is a governmental entity unless such Holder is authorized by applicable law to provide such indemnification.

6.13 Termination . This Agreement, and the Registration Rights granted hereunder, shall terminate on the date on which the Holder may sell freely all of its remaining Registrable Securities pursuant to Rule 144 under the Securities Act.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered in its name and on its behalf as of the date first written above.


AMERICAN HOMES 4 RENT

By:		/s/ Matthew J. Hart
Name:		Matthew J. Hart
Title:		Chairman of the Special Committee of the Board of Trustees


AMERICAN HOMES 4 RENT, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Senior Vice President

[Signature Page to Registration Rights Agreement]

Exhibit 10.9

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of June 11, 2013 by and between American Homes 4 Rent, a Maryland real estate investment trust (the “ Company ”), and Alaska Permanent Fund Corporation, acting for and on behalf of the funds which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest (the “ APFC Member ”).

WHEREAS, the APFC Member and American Homes 4 Rent, LLC, a Delaware limited liability company (“ AH LLC ”) are members in a joint venture known as American Homes 4 Rent I, LLC, a Delaware limited liability company (the “ Alaska Joint Venture ”); and

WHEREAS, the APFC Member, AH LLC, the Alaska Joint Venture, the Company, American Homes 4 Rent, L.P., a Delaware limited partnership and majority-owned subsidiary of the Company (the “ Operating Partnership ”), and AH4R TRS, LLC, a Delaware limited liability company and wholly owned subsidiary of the Operating Partnership, have entered into a Contribution Agreement, dated as of June 11, 2013 (the “ Contribution Agreement ”), pursuant to which, (i) AH LLC will contribute and assign to the Operating Partnership (in return for Class A units of the Operating Partnership) all of AH LLC’s right, title and interest in and to AH LLC’s membership interests in the Alaska Joint Venture; (ii) the APFC Member will contribute and assign to the Operating Partnership (in return for 43,609,394 of the Company’s common shares of beneficial interest, par value $0.01 per share (the “ Common Shares ”) designated as Class A) all of the APFC Member’s right, title and interest in and to the APFC Member’s membership interests in the Alaska Joint Venture; (iii) the Company will grant to the APFC Member certain registration rights as are set forth in this Agreement (the “ Registration Rights ”); and (iv) the parties will enter into certain other agreements and engage in certain other transactions as are set forth in the Contribution Agreement (the “ Alaska Transactions ”).

NOW, THEREFORE, the parties agree as follows:

SECTION 1. DEFINITIONS

The following capitalized terms used herein have the following meanings:

“ Agreement ” is defined in the preamble hereto.

“ Common Shares ” is defined in the preamble hereto.

“ Company ” is defined in the preamble hereto.

“ End of Suspension Notice” is defined in Section 2.3(a) hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Existing Shelf ” is defined in Section 2.2(a) hereof.

“ Form S-11 ” means a registration statement on Form S-11 under the Securities Act or such successor form thereto permitting a registration of securities under the Securities Act.

“ Form S-3 ” means a registration statement on Form S-3 under the Securities Act or such successor form thereto permitting registration of securities under the Securities Act.

“ Holder ” means (a) the APFC Member, (b) any permitted assignee or transferee of the APFC Member or (c) any transferee of the APFC Member (without restrictions other than during the lockup period) so long as the APFC Member has transferred more than $20 million worth of Registrable Securities.

“ IPO Closing Date ” means the closing date of the Company’s initial public offering.

“ IPO Lockup Period ” is defined in Section 2.4 hereof.

“ IPO Registration Statement ” means a registration statement filed by the Company with respect to the initial public offering of its Common Shares.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, governmental entity (including without limitation the State of Alaska) and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Piggyback Registration ” is defined in Section 2.1(a) hereof.

“ Piggyback Registration Notice ” is defined in Section 2.1(a) hereof.

“ Piggyback Registration Rights ” is defined in Section 2.1(a) hereof.

“ Post-IPO Offering ” is defined in Section 2.4 hereof.

“ Prior Registrable Securities ” means those securities designated as “Registrable Securities” pursuant to the Prior Registration Rights Agreements.

“ Prior Registration Rights Agreements ” means (a) the Registration Rights Agreement dated November 12, 2012 by and between the Company, American Homes 4 Rent Advisor, LLC (“Advisor”), and FBR Capital Markets & Co. (“FBR”) and (b) the Registration Rights Agreement dated March 14, 2013 by and between the Company, Advisor and FBR.

“ Registrable Securities ” means (a) the Common Shares issued to the APFC Member in connection with the Alaska Transactions, or acquired by the APFC Member during the term of this Agreement, and (b) any Common Shares of the Company issued or issuable (including, without limitation, upon the exercise or conversion of any derivative security) to a Holder with respect to the Common Shares by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has been declared effective by the SEC and such securities have been disposed of pursuant to such effective Registration Statement, (ii) if in the event the Company is subject

to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the date on which such securities have been transferred pursuant to Rule 144 (or any similar provision then in effect) or are freely saleable, without condition or limitation as to volume or manner of sale pursuant to Rule 144, and without delay or condition arising on account of the Company’s compliance with any current public information requirements and are listed for trading on the New York Stock Exchange, Nasdaq Global Market or a similar national securities exchange, (iii) such securities are otherwise transferred and such securities may thereafter be resold without subsequent registration under the Securities Act, or (iv) such securities shall have ceased to be outstanding.

“ Registration Rights ” is defined in the recitals hereto.

“ Registration Statement ” means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments (including post-effective amendments) and supplements to such Registration Statement, and any exhibits and documents incorporated by reference in such Registration Statement.

“ S-3 Registration ” is defined in Section 2.2(a) hereof.

“ S-11 Prior Shelf Registration ” means the registration of shares of Common Stock pursuant to Section 2(a) of each of the Prior Registration Rights Agreements.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shelf Takedown ” is defined in Section 2.2(b) hereof.

“ Suspension Event ” is defined in Section 2.3(a) hereof.

“ Suspension Notice ” is defined in Section 2.3(a) hereof.

“ Alaska Transactions ” is defined in the recitals hereto.

SECTION 2. REGISTRATION RIGHTS

2.1 Piggyback Registration Rights .

(a) Right to Piggyback . At any time after the IPO Lockup Period (as defined in Section 2.4 ) expires when the Company proposes to register any of its Common Shares under the Securities Act (other than a registration statement on Form S-4, Form S-8 or any similar successor forms thereto or another form not available to register Registrable Securities for sale to the public), whether for its own account or for the account of one or more shareholders of the Company (a “ Piggyback Registration ”), the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such registration statement) to the Holders of its intention to effect such a registration (a “ Piggyback Registration Notice ”) and, subject to Section 2.3 hereof, shall include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein from the Holders within 7 days after the date of the Piggyback Registration Notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Form S-3 Registration Statement for purposes of Section 2.2 of this Agreement.

(b) Priority on Primary Piggyback Registrations . If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders (if any Holder has elected to include Registrable Securities in such Piggyback Registration) that in the opinion of the managing underwriters, the number of Common Shares proposed to be included in such registration exceeds the number of Common Shares which can be sold in such offering and/or that the number of Common Shares proposed to be included in any such registration would substantially and adversely affect the price per share of the Common Shares to be sold in such offering, the Company shall include in such registration a number of Common Shares of the Holders comprising not less than twenty-five (25%) of the total number of Common Shares to be sold in such offering. To the extent this results in a reduction in the number of Common Shares available for sale by existing securityholders, reductions in the number of Common Shares held by all existing securityholders proposed for sale in such Piggyback Registration shall be reduced pro rata among all such securityholders on the basis of the number of Common Shares requested to be included therein by all such holders, or as such holders may otherwise agree; provided, however, that in no event shall the number of Common Shares to be sold by the Holders be reduced below the twenty-five percent (25%) limitation established in the preceding sentence.

(c) Priority on Secondary Piggyback Registrations . If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Shares other than Registrable Securities, and the managing underwriters advise the Company that in the opinion of the managing underwriters the number of Common Shares proposed to be included in such registration exceeds the number of Common Shares that can be sold in such offering and/or that the number of Common Shares proposed to be included in any such registration would materially adversely affect the price per share of the Common Shares to be sold in such offering, then the Company shall include in such registration the number of Common Shares of the respective holders (including the Holders) determined pro rata according to the respective numbers of shares held by such holders as of the delivery of the notice giving rise to such Piggyback Registration. Notwithstanding the foregoing, in the event of a Piggyback Registration on any registration statement filed pursuant to either or both of the Prior Registration Rights Agreements, the Company shall first include all Prior Registrable Securities that the holders thereof elect to have included in such registration prior to including any shares of the Registrable Securities or any other holders, and any pro rata reduction of shares included in the registration statement will not apply to such Prior Registrable Securities.

(d) Selection of Underwriters . If any Piggyback Registration is initiated as a primary underwritten offering, the Company shall select the managing underwriter or underwriters to administer any such offering. In the event of a Piggyback Registration pertaining to an underwritten secondary offering, the Holder that transmits the notice giving rise to such Piggyback Registration shall be entitled to propose the managing underwriter or underwriters, and the Company shall give due regard to the Holder’s preference. The Company reserves the right, however, to reject the Holder’s selected underwriter if it has a reasonable basis for doing so.

(e) Offers and Sales . All offers and sales of Registrable Securities covered by a Registration Statement by the Holder thereof shall be completed within the period during which such Registration Statement remains effective and not the subject of any stop order, injunction or other order of the SEC. Upon notice that such Registration Statement is no longer effective, no Holder will offer or sell the Registrable Securities covered by such Registration Statement (other than by virtue of another effective Registration Statement or an exemption from registration). If directed in writing by the Company, each Holder will return all undistributed copies of the related Prospectus in such Holder’s possession upon the expiration of such period.

(f) Prior Registration Rights. Notwithstanding the foregoing provisions of this section 2.1 for so long as the Prior Registration Rights Agreements remain in effect, the Company shall not be obligated to cause any Registration Statement filed pursuant to this Agreement to be declared effective until one hundred eighty (180) days after the later to occur of effective date of the IPO Registration Statement or the effective date of the S-11 Prior Shelf Registration Statement, or within one hundred eighty (180) days after the effective date of any other registration filed pursuant to either or both of the Prior Registration Rights Agreements.

2.2 S-3 Shelf Registration .

(a) Registration . The Company shall exercise its reasonable best efforts to assure that it attains as promptly as practicable, and thereafter maintains, eligibility to use Form S-3 for the registration of sales of securities on a delayed or continuous basis. Promptly (and in any event no later than thirty (30) days) after attaining such eligibility, the Company shall exercise its reasonable best efforts to file a Form S-3 Registration Statement relating to the continuous offering of Registrable Securities by the Holders. The filing of the Form S-3 Registration Statement required by this Section 2.2(a) , in the Company’s reasonable discretion, take the form of an amendment to a Form S-11 Registration Statement, if any, filed under Section 2.1(a) . Notwithstanding the foregoing, so long as the Prior Registration Rights Agreements remain in effect, the Company shall not be obligated to file a new Form S-3 until 180 days after the effective date of any registration statement filed pursuant to the Prior Registration Rights Agreements, including the S-11 Prior Shelf Registration Statement. In the event of a conversion of any Form S-11 registration statement filed pursuant to either or both of the Prior Registration Rights Agreements, the effective date of the original Form S-11 registration statement to which such Form S-3 registration statement relates shall be used as the measuring dates for purposes of the preceding sentence. At any time that the Company is eligible to use Form S-3 or any successor thereto, and the Company does not have an effective shelf Registration Statement on Form S-3 on file with the SEC covering the Registrable Securities (an “ Existing Shelf ”), then each Holder shall be entitled to request that the Company file a Registration Statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the Registrable Securities pursuant to Rule 415 promulgated under the Securities Act or otherwise. Upon such request, the Company shall use its reasonable best efforts to cause such Form S-3 Registration Statement (i) to be declared effective by the SEC as soon as reasonably practicable thereafter; and (ii) subject to Section 2.4 , to remain in effect (and not subject to any stop order or disqualification) at all times during the remaining term of this Agreement.

(b) Right to Request Underwritten Shelf Takedown . A Holder shall be entitled to sell in an underwritten offering, in accordance with the Securities Act, all or any portion of the Registrable Securities. In the event a Holder shall deliver to the Company notice of intent to effect an underwritten offering of Registrable Securities pursuant to a Form S-3 Registration Statement, then the Company shall, no later than thirty (30) days thereafter, take such actions as may be reasonably necessary to provide for the filing of a complete Prospectus describing such underwritten offering and containing the information required to be contained therein (each, a “ Shelf Takedown ”). The Holder shall be entitled to request up to three such Shelf Takedowns; provided , that (based on the closing sale price of the Common Shares as reported on the national securities exchange on which the Company’s securities are listed on the date of the Company’s receipt of such request) the number of shares of Registrable Securities included in such Shelf Takedown would yield gross proceeds to the Holder(s) requesting such Shelf Takedown of at least fifty million dollars ($50,000,000). Each Holder participating in such Shelf Takedown shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected in accordance with Section 2.2(d) below; provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other shareholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 3.2 hereof, and (ii) complete and

execute all questionnaires, powers of attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. Notwithstanding the foregoing, in no event shall the Company be obligated to effect more than one Shelf Takedown hereunder in any single six-month period.

(c) Priority on Shelf Takedowns . The Company may include Common Shares other than Registrable Securities in a Shelf Takedown on the terms provided below, only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Shelf Takedown advise the Company and the Holder(s) participating in such Shelf Takedown that in their opinion the number of Common Shares proposed to be included in any Shelf Takedown (1) exceeds the number of Common Shares which can be sold in such underwritten offering or (2) would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall reduce the number of Common Shares to be sold such that the Shelf Takedown shall include, (i) first, any Prior Registrable Securities that may be entitled to be included in such offering pursuant to the Prior Registration Rights Agreements, (ii) second, all Registrable Securities proposed for sale by the Holders (or, if the number of Registrable Securities proposed for such sale exceeds the limitation set by clauses (1) and (2) above, then adjusted pro rata on the basis of the respective numbers of Registrable Securities held by the participating Holders), and (iii) thereafter, if any additional shares are, in the opinion of the managing underwriter, available for sale in such offering in light of such limitations.

(d) Selection of Underwriters . If any of the Registrable Securities covered by a Form S-3 Registration Statement is to be sold in an underwritten offering, the Holders may propose the managing underwriter or underwriters to administer any such offering and the Company shall give due regard to the Holder’s preference. The Company reserves the right, however, to reject the Holder’s selected underwriter if it has a reasonable basis for doing so.

2.3 Suspension of Offering .

(a) Notwithstanding Sections 2.1 and 2.2 hereof, the Company shall be entitled to postpone the filing of a Registration Statement, to suspend the effectiveness of a Registration Statement or to require the Holder to suspend sales of Registrable Securities under a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than ninety (90) days at any one time, or more than twice in any rolling twelve (12) month period), if any of the following events shall occur: (i) the Company is actively pursuing an underwritten primary offering of the Company’s equity securities; (ii) an event has occurred as a result of which the Prospectus included in such Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) an event has occurred which the majority of the independent members of the Board of Trustees, after the advice of counsel, has determined would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the Company’s reasonable determination after advice of counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “ Suspension Event ”). Upon the occurrence of any Suspension Event, the Company shall provide written notice (a “ Suspension Notice ”) to each Holder to suspend sales of Registrable Securities. Such Suspension Notice shall state generally the basis for the notice (but shall not contain or be accompanied by the disclosure of any material nonpublic information), that such suspension shall continue only as long as the Suspension Event or its effect is continuing and that the Company is taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Upon receipt of any Suspension Notice, each Holder agrees that (x) it will immediately suspend offers and sales of the Registrable Securities under such Registration Statement until the Holder receives an End of Suspension Notice (as defined below), and

(y) it will maintain the confidentiality of any information included in the Suspension Notice delivered by the Company unless otherwise required by law or subpoena. Holders may recommence offers and sales of Registrable Securities pursuant to a Registration Statement following receipt of written notice to such effect from the Company (an “ End of Suspension Notice ”).

2.4 Lockup Agreements . Each Holder hereby agrees to enter into a lockup agreement in connection with the IPO, in such form as is requested by the Company and the lead underwriter of the IPO, not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities or other Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder for a period of one hundred eighty (180) days following the IPO Closing Date (the “ IPO Lockup Period ”). In connection with any underwritten offering by the Company following the IPO Closing Date (a “ Post-IPO Offering ”), each Holder further agrees not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities or other Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder for a reasonable and customary period (not to exceed ninety (90) days) following the date of a prospectus or prospectus supplement, as applicable, prepared in connection with such Post-IPO Offering, as requested by the lead underwriter of such Post-IPO Offering; provided that (a) each executive officer and trustee of the Company, and each holder of 5% or more of the Common Shares or securities convertible into Common Shares, enter into agreements that are no less restrictive and (b) the Holders shall be allowed any concession or proportionate release offered to any executive officer, trustee or holder of 5% or more of the Common Shares that entered into such agreements, with such proportionate number being determined by dividing the number of shares being released with respect to such officer, trustee or 5% or greater holder by the total number of issued and outstanding shares held by such officer, trustee or 5% or greater holder). If requested, such agreement shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter. The Company may impose stop transfer restrictions with respect to the Registrable Securities subject to the foregoing restriction until the end of the period, provided, that the Company shall take no action materially more restrictive of the Registrable Securities than of Shares held by other securityholders who are subject to such lockup agreements.

take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation, or (iii) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject.

(c) notify the Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

of the Registrable Securities being sold thereunder, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(g) if requested by any Holder participating in the offering of Registrable Securities, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided , however , that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the SEC and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company.

SECTION 3. INDEMNIFICATION; CONTRIBUTION

3.1 Indemnification by the Company. The Company agrees to indemnify, defend and hold harmless each Holder and each Person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and any of their partners, members, officers, trustees, employees or representatives, as follows:

(i) against any losses, liabilities, claims, damages, judgments and expenses arising or alleged to have arisen out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising or alleged to have arisen out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided , however , that the indemnity provided pursuant to this Section 3.1 does not apply to any Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if (and solely to the extent) such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred.

(i) against any losses, liabilities, claims, damages, judgments and expenses arising or alleged to have arisen out of or based upon any untrue statement or alleged untrue statement of a material fact provided by such Holder in writing expressly for inclusion in, and contained in substantially the same form in, the Registration Statement (or any amendment thereto) pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, including all documents theretofore filed by such Holder and incorporated therein by reference, or the omission or alleged omission therefrom by such Holder of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising or alleged to have arisen out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom by such Holder of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any losses, liabilities, claims, damages, judgments and expenses to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission by such Holder, or any such alleged untrue statement or omission by such Holder, if such settlement is effected with the written consent of such Holder; and

(iii) against any expenses (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever, if (and solely to the extent) such liability has been fully and finally determined by a court of competent jurisdiction to have been based upon any such untrue statement or omission by such Holder, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided , however , that the indemnity provided pursuant to this Section 3.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) and filed in substantially the same form and context as so provided, or (B) any Holder’s failure to deliver an amended or supplemental Prospectus furnished to the Holder by the Company, if (and only to the extent) such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 3.2 , each Holder’s (and any permitted assignee’s) indemnification obligations hereunder shall be limited to the amount of the proceeds actually received by such Holder or such permitted assignee, as the case may be (net of underwriter discounts, and selling expenses borne by such Holder), from sales of the Registrable Securities of such Holder under the Registration Statement that is the subject of the indemnification claim.

3.3 Conduct of Indemnification Proceedings . An indemnified party hereunder shall give reasonably prompt notice to the indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the indemnifying party (i) shall not relieve the indemnifying party from any liability which it may have to such indemnified party hereunder, unless and only to the extent the lack of notice by the indemnified party results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligations provided hereunder. If the indemnifying party so notifies the indemnified party or parties in writing within ten (10) Business Days after being notified of the pendency of a proceeding, the indemnifying party may assume the defense of such action or proceeding at such indemnifying party’s own expense with counsel chosen by the indemnifying party and approved by the indemnified party, which approval shall not be unreasonably withheld or delayed; provided , however , that the indemnifying party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the indemnified party unless such settlement, compromise or consent secures the unconditional release of the indemnified party of all liability at no cost or expense to the indemnified party and without placing any material restriction upon such indemnified party’s future actions or requiring a disclosure by or pertaining to such indemnified party that would reasonably be expected to cast such indemnified party in an adverse light; and provided further , that, if the indemnified party reasonably determines in good faith that a conflict of interest exists where it is advisable for the indemnified party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to the indemnified party which are different from or in addition to those available to the indemnifying party, then the indemnifying party shall not be entitled to assume (or, if previously assumed, thereafter to maintain) such defense and the indemnified party shall be entitled to separate counsel of the indemnified party’s choice at the indemnifying party’s expense. If the indemnifying party is not entitled to assume (or maintain) the defense of such action or proceeding as a result of the second proviso to the preceding sentence, the indemnifying party’s counsel shall be entitled to conduct the indemnifying party’s defense and counsel for the indemnified party shall be entitled to conduct the defense of the indemnified party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the

indemnifying party will pay the reasonable fees and expenses of counsel for the indemnified party. In such event, however, the indemnifying party will not be liable for any settlement effected without the written consent of the indemnifying party (which consent will not be unreasonably withheld or delayed). If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified party incurred thereafter in connection with such action or proceeding. In any instance in which an indemnified party is entitled to separate counsel, the indemnifying party shall promptly pay or reimburse the indemnified party for all fees, costs and expenses incurred in connection with such proceeding.

3.4 Certain Limitations on Indemnification . Any indemnification by the APFC Member under this Agreement is subject to a specific appropriation of funds for that purpose by the Legislature of the State of Alaska. The parties to this Agreement recognize and agree, however, that (i) the APFC Member has no appropriation currently available to it to indemnify Advisor under this Agreement; (ii) the APFC Member will use commercially reasonable efforts to obtain such an appropriation; (iii) enactment of an appropriation in the future to fund a payment under any indemnification provision remains in the sole discretion of the Legislature; and (iv) the Legislature’s failure to make such an appropriation creates no further liability of the APFC Member.

3.5 Contribution .

SECTION 4. EXPENSES

The Company shall pay the following expenses incident to the performance by the Company of its registration obligations under Section 2 above: (i) SEC, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any “comfort” letters or any special audits incident to or required by any registration or qualification); and (v) the reasonable fees, charges and expenses of one firm serving as counsel to the Holders in connection with such registration. Each Holder shall be responsible for the payment of any underwriting commissions and discounts, brokerage and sales commissions, fees and disbursements of such Holder’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Securities by such Holder pursuant to this Agreement.

SECTION 5. RULE 144 COMPLIANCE

From and after the IPO Effective Date, the Company shall file the reports required to be filed by the Company under the Securities Act and the Exchange Act so as to enable the Holders to sell the Registrable Securities pursuant to Rule 144 under the Securities Act, as such rule may be amended from time to time.

SECTION 6. MISCELLANEOUS

(i) if to a Holder, at the most current address given by the transfer agent and registrar of the Shares to the Company, with a copy to Davis Wright Tremaine LLP, Attn: Marcus J. Williams, 1201 Third Avenue Suite 2200, Seattle, Washington 98101; and

6.8 Pronouns . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

6.13 Termination . This Agreement, and the Registration Rights granted hereunder, shall terminate upon the date on which the Holder may sell freely all of its remaining Registrable Securities pursuant to Rule 144 under the Securities Act.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered in its name and on its behalf as of the date first written above.


AMERICAN HOMES 4 RENT

By:		/s/ Matthew J. Hart
Name:		Matthew J. Hart
Title:		Chairman of the Special Committee of the Board of Trustees

ALASKA PERMANENT FUND CORPORATION

By:		/s/ Valerie Mertz
Name:		Valerie Mertz
Title:		Chief Financial Officer

[Signature Page to Registration Rights Agreement]

Exhibit 10.10

INVESTOR SUBSCRIPTION AGREEMENT

This Investor Subscription Agreement (this “ Agreement ”) is made and entered into as of November 21, 2012, by and among American Homes 4 Rent, a Maryland real estate investment trust (the “ Company ”), and American Homes 4 Rent, LLC, a Delaware limited liability company (the “ Purchaser ”). The Company and the Purchaser are sometimes individually referred to herein as a “ Party ” and collectively as the “ Parties .”

WHEREAS, the Company desires to grant Purchaser an option to purchase, on or prior to November 21, 2015 or at the time of the initial public offering of the Company, whichever occurs first, 3,333,334 of the Company’s Class A common shares of beneficial interest, par value $0.01 per share (the “ Common Shares ”), in consideration of the payment of $50,000,010 in cash (the date on which such purchase to occur being referred to as the “ Option Closing ”).

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1. Purchase and Sale of Securities .

(a) At the Option Closing, upon the Purchaser providing the Company with notice of its desire to exercise its option to purchase 3,333,334 additional Common Shares and subject to the terms and conditions of this Agreement: (i) the Purchaser shall purchase, and the Company shall issue, sell and deliver to the Purchaser, 3,333,334 Common Shares and (ii) the Purchaser shall pay, in consideration for such shares, $50,000,010 in cash.

(b) The Purchaser shall make the payment at the Option Closing, as applicable, in cash by wire transfer of immediately available funds to an account designated by the Company.

2. Representations and Warranties of the Purchaser . The Purchaser represents and warrants to the Company, as of the date hereof and as of the Option Closing, that the Purchaser is acquiring the Common Shares pursuant to Section 1 hereof, as follows:

(a) Purchase for Investment .

(i) The Purchaser is a limited liability company, duly formed, validly organized and in good standing under the laws of the State of Delaware and has the limited liability company power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby.

(ii) The Purchaser understands that the Common Shares being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or under applicable state securities laws ( “Blue Sky Laws” ), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such Common Shares subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws, and that the certificates representing such Common Shares, if any, shall bear a legend noting such restrictions as described in Section 4 hereof.

(iii) That the Common Shares being purchased hereunder are being acquired under this Agreement by the Purchaser in good faith solely for its own account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the Common Shares shall not be disposed of by the Purchaser in contravention of the Securities Act or any applicable Blue Sky Laws.

(iv) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of its investment in the Common Shares, and the Purchaser understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such Common Shares).

(v) The Purchaser is personally and directly familiar with business that is conducted and is intended to be conducted by the Company, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the trustees of the Company concerning the business and financial affairs of the Company, and the terms and conditions of its purchase of such Common Shares, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing).

(vi) The Purchaser has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and/or financial advisers of the terms, nature and risks of investing in the Common Shares at this time, and to consult with them as appropriate about the investment.

(vii) The Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(b) Binding Obligation . This Agreement has been duly authorized, executed and delivered by the Purchaser and this Agreement constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except that such enforcement may be subject to bankruptcy, conservatorship, receivership, insolvency, moratorium, reorganization, fraudulent transfer, other laws affecting creditors’ rights generally, and to general principles of equity.

3. Representations and Warranties of the Company . The Company represents and warrants to the Purchaser as of the date hereof and as of the Option Closing as follows:

(a) Organization, Power and Authority, and Qualification . The Company is a real estate investment trust, duly formed, validly existing and in good standing under the laws of the State of Maryland, and has the real estate investment trust power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby.

(b) Binding Obligation . This Agreement has been duly, authorized, executed and delivered by the Company and this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, conservatorship, receivership, insolvency, moratorium, reorganization, fraudulent transfer, other laws affecting creditors’ rights generally, and to general principles of equity.

(c) Title to Securities . Upon the Purchaser’s payment of the purchase price therefor and delivery by the Company to the Purchaser of the certificates for the Common Shares which the Purchaser is acquiring pursuant to Section 1 hereof, (i) the Common Shares to be issued at the Option Closing will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, and (ii) the Purchaser will acquire the Common Shares, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement or those that result from action by the Purchaser.

4. Legends . All certificates representing Common Shares to be issued at the Option Closing shall bear a legend in substantially the following form:

“THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.”

5. Miscellaneous Provisions .

(a) Efforts . Each Party hereby agrees to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Laws, to consummate and make effective the transactions contemplated by this Agreement.

(b) Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, shall be deemed duly given on delivery by United States Postal Service, or if sent by facsimile or receipted overnight courier services shall be deemed duly given on the business day received if received prior to 5:00 p.m. local time or on the following business day if received after 5:00 p.m. local time or on a non-business day, addressed to the respective parties hereto as follows (or to such other representative or at such other address as such Party may furnish to the other Party in writing):


To the Company:		Address: 22917 Pacific Coast Highway Suite 300 Malibu, California 90265 Attn: General Counsel Fax No.: 310-774-5333

with a copy (which shall not constitute notice) to:		Address: Hogan Lovells US LLP 555 Thirteenth Street, N.W. Washington, D.C. 20004 Attn: James E. Showen, Esq. Fax No.: 202-637-5910


To the Purchaser:		Address: 22917 Pacific Coast Highway Suite 300 Malibu, California 90265 Attn: General Counsel Fax No.: 310-774-5333

with a copy (which shall not constitute notice) to:		Address: Hogan Lovells US LLP 555 Thirteenth Street, N.W. Washington, D.C. 20004 Attn: James E. Showen, Esq. Fax: 202-637-5910

(c) Governing Law; Arbitration . This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Maryland (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply). Except as otherwise expressly provided in this Agreement, if a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation before a mediator satisfactory to both parties before resorting to arbitration. Any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, then in effect. The arbitration award shall be final and conclusive upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The mediation and arbitration proceedings shall be held in the city in which the Company is headquartered at the time of such mediation and arbitration proceedings. The arbitration proceedings shall be conducted before one (1) neutral arbitrator who has been actively engaged in the practice of corporate and business law for at least fifteen (15) years. The arbitrator shall have authority to award any remedy or relief that a court of the State of Maryland could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitrator’s compensation and the administrative costs of the arbitration shall be borne by the parties in the manner set forth in the arbitration award, as determined by the arbitrator. The arbitrator shall award reasonable attorneys’ fees, costs, and expert witness fees to the substantially prevailing party, if any.

(d) Binding Effect . Subject to any provisions in this Agreement restricting assignment, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

(e) Assignment . Each Party agrees that it shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other Party, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

(f) Integration, Amendment and Waiver . This Agreement constitutes the entire agreement among the Parties hereto with respect to the matters set forth herein and supersede and render of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto.

(g) Execution in Counterparts . This Agreement may be executed in two counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument.

(h) Severability . If any part of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

(i) Headings . Section headings, titles and captions contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

IN WITNESS WHEREOF, each of the Parties has caused this Subscription Agreement to be duly executed as of the date first written above.


THE COMPANY:

AMERICAN HOMES 4 RENT,
a Maryland real estate investment trust

By:		/s/ David Singelyn
		Name: David Singelyn
		Title: Chief Executive Officer


THE PURCHASER:

AMERICAN HOMES 4 RENT, LLC,
a Delaware limited liability company

By:		/s/ Peter J. Nelson
		Name: Peter J. Nelson
		Title: Chief Financial Officer

Exhibit 10.11

AMENDMENT TO

INVESTOR SUBSCRIPTION AGREEMENT

This Amendment to Investor Subscription Agreement (this “ Amendment ”) is made and entered into as of April 16, 2013, by and between American Homes 4 Rent, a Maryland real estate investment trust (the “ Company ”), and American Homes 4 Rent, LLC, a Delaware limited liability company (the “ Purchaser ”). The Company and the Purchaser are sometimes individually referred to herein as a “ Party ” and collectively as the “ Parties .”

WHEREAS, the Parties entered into that certain Investor Subscription Agreement dated November 21, 2012 (the “Agreement” ).

WHEREAS, under the terms of the Agreement, Purchaser has an option to purchase 3,333,334 of the Company’s Class A common shares of beneficial interest, par value $0.01 per share (the “Common Shares” ), at an exercise price of $15.00 per share exercisable on or prior to November 21, 2015 or the time of the initial public offering of the Company, whichever occurs first (the date on which such purchase to occur being referred to as the “Option Closing” ).

WHEREAS, the Parties desire to amend the Agreement in order to allow for the Company’s issuance of net shares to the Purchaser representing the excess of $17.25, the most recent price at which Common Shares were traded as reported by the FBR PLUS System, over $15.00 per share.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants set forth herein, the Parties agree as follows:

1. Capitalized Terms . Except as otherwise expressly provided in this Amendment, all capitalized terms used herein shall have the meanings as set forth in the Agreement.

2. Net Share Settlement . The Parties acknowledge and agree that, as an alternative to the option set forth in Section 1 of the Agreement, Purchaser shall have the right to receive, at the Option Closing, 434,783 Common Shares (the “Net Share Settlement Option” ). In order to exercise the Net Share Settlement Option, Purchaser must provide the Company with notice of its desire to exercise the Net Share Settlement Option prior to the Option Closing. No payment by the Purchaser shall be required, and the Net Share Settlement Option shall expire at the Option Closing.

3. Termination of Investor Subscription Agreement . The Agreement and this Amendment shall terminate at the Option Closing.

4. Miscellaneous Provisions .

(a) Governing Law . This Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Maryland (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).

(b) Binding Effect . Subject to any provisions in this Amendment restricting assignment, this Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

(c) Execution in Counterparts . This Amendment may be executed in two counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument.

(d) Severability . If any part of this Amendment shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Amendment.

(e) Headings . Section headings, titles and captions contained in this Amendment are inserted for convenience of reference only, shall not be deemed to be a part of this Amendment for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed as of the date first written above.


THE COMPANY:

AMERICAN HOMES 4 RENT,
a Maryland real estate investment trust

By:		/s/ Peter Nelson
		Peter Nelson, Chief Financial Officer


THE PURCHASER:

AMERICAN HOMES 4 RENT, LLC,
a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
		Sara Vogt-Lowell, Senior Vice President

(Signature Page to Amendment to Investor Subscription Agreement)

Exhibit 10.12

MASTER LOAN AND SECURITY AGREEMENT

Dated as of March 7, 2013

among

American Homes 4 Rent Properties One, LLC, as a Borrower

American Homes 4 Rent Properties Two, LLC, as a Borrower

American Homes 4 Rent Properties Three LLC, as a Borrower

American Homes 4 Rent Properties Four, LLC, as a Borrower

American Homes 4 Rent Properties Five, LLC, as a Borrower

American Homes 4 Rent Properties Six, LLC, as a Borrower

And

Wells Fargo Bank, National Association, as Lender

LEASED AND NON-LEASED SINGLE FAMILY RESIDENTIAL PROPERTIES

TABLE OF CONTENTS


SCHEDULES

Schedule 1		Property-Level Representations and Warranties

Schedule 2		Notice Addresses and Wire Instructions

Schedule 3		Schedule of Exceptions to any Representations and Warranties

Schedule 4		Initial Eligible Properties

Schedule 5		Schedule of Accounts

Schedule 6		Borrower Trade Names

Schedule 7		Acquisition Parameters

Schedule 7.01		Schedule of Borrower Indebtedness, Contractual Obligations and Investments

Schedule 8.03		Schedule of Affiliate Transactions

Schedule 9		Schedule of Responsible Persons

Schedule 10		Schedule of Subcontractors

Schedule 11		Schedule of Existing Liens

EXHIBITS

Exhibit A		Form of Promissory Note

Exhibit B		Form of Monthly Borrowing Base Report

Exhibit C		Form of Closing Certificate

Exhibit D		Form of Compliance Certificate

Exhibit E-1		Form of Borrowing Base Addition Notice

Exhibit E-2		Form of Borrowing Base Removal Notice

Exhibit F		Form of Joinder Agreement


Exhibit G		Form of Property Schedule

Exhibit H		Form of Advance Request

Exhibit I		Form of Increased Commitment Supplement

Exhibit J		Form of Remittance Date Notice

Exhibit K		Form of Asset Management Letter Agreement

Exhibit L		Form of Power of Attorney

Exhibit M		Form of Assignment and Acceptance

Exhibit N		Form of Tenant Instruction Notice

Exhibit O		Reserved

Exhibit P		Form of Notice of Optional Repayment

Exhibit Q		Form of Monthly Operating Statement Report

Exhibit R		Form of Subcontractor Instruction Notice

THIS MASTER LOAN AND SECURITY AGREEMENT , dated as of March 7, 2013 (“Agreement”) is made by and among American Homes 4 Rent Properties One, LLC , a Delaware limited liability company, American Homes 4 Rent Properties Two, LLC , a Delaware limited liability company, American Homes 4 Rent Properties Three, LLC , a Delaware limited liability company, American Homes 4 Rent Properties Four, LLC , a Delaware limited liability company, American Homes 4 Rent Properties Five, LLC , a Delaware limited liability company, American Homes 4 Rent Properties Six, LLC , a Delaware limited liability company and each other entity that may be subsequently added as a party to this Agreement under a Joinder Agreement (individually, each a “ Borrower ” and collectively the “ Borrowers ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, in its capacity as lender (“ Lender ”). Borrowers and Lender (each a “ Party ” and collectively, the “ Parties ”) hereby agree as follows:

ARTICLE 1

APPLICABILITY

Section 1.01 Applicability . Subject to the terms and conditions of the Loan Documents (as defined herein), from time to time and at the request of Borrowers, Borrowers wish to obtain financing on a revolving basis for certain single family residential properties and working capital purposes in consideration for the pledge to Lender of a first priority security interest in all of Borrowers’ assets, and the further pledge by Pledgor/Guarantor (as defined herein) of 100% of the Equity Interests (as defined herein) in each Borrower. Lender has agreed, subject to the terms and conditions of this Agreement and the other Loan Documents, to provide such financing to Borrowers under one or more Advances (as defined herein), with funds of Borrowers being used to repay any Advances made hereunder as more particularly described herein.

ARTICLE 2

DEFINITIONS AND INTERPRETATION

“ Accelerated Repayment Date ”: Defined in Section 10.02 .

“ Account Bank ”: Wells Fargo Bank, National Association, or any other bank approved by Lender.

“ Account Control Agreement ”: Any bank account control agreement entered into by Lender and Borrowers and the Account Bank, in form and substance reasonably acceptable to Lender, with respect to each of the Operating Accounts, as amended, supplemented or otherwise modified from time to time.

“ Accounts ”: Each Operating Account.

“ Accrued Interest ”: For each Collection and Reporting Period or portion thereof, the sum of the products, calculated for each day during such Collection and Reporting Period or portion thereof, of (i) 1/360 ^th of the Applicable Interest Rate in effect for the Aggregate Advance on such day, times (ii) the average daily Aggregate Advance.

“ Acquisition Date ”: With respect to an SF Property, the date on which a Borrower or an Affiliate thereof acquired such SF Property and paid the Acquisition Price therefor.

“ Acquisition Parameters ”: The acquisition parameters with respect to Eligible Properties that are set forth on Schedule 7 hereto, as the same may be updated and/or modified from time to time, as determined by Borrowers and as approved by Lender in its reasonable discretion within one (1) Business Day of Lender’s receipt of notice thereof from Borrowers; provided that if Lender does not approve or reject such updates and/or modifications within one (1) Business Day of Lender’s receipt of notice thereof from Borrowers, such updates and/or modifications shall be deemed to be approved by Lender.

“ Acquisition Price ”: The purchase price paid by a Borrower (or an Affiliate thereof) to acquire an individual SF Property. Such purchase price may include general contractor expenses incurred in connection with the rehabilitation and/or stabilization of such Property by or on behalf of such Borrower (or an Affiliate thereof) prior to the addition of such Property to the Borrowing Base, but shall not include closing costs incurred in connection with the acquisition of such Property.

“ Actual Knowledge ”: With respect to any Relevant Party, the actual knowledge of a Responsible Person of such Person without further inquiry or investigation.

“ Additional Amount ”: Defined in Section 12.06(b) .

“ Additional Borrowing Base Property ”: Defined in Section 4.1(b)(i) .

“ Adjusted Tangible Net Worth ”: With respect to any Person and its Subsidiaries determined on a consolidated basis, as of any date of determination, the amount of total assets (net of goodwill and intangible assets) less total liabilities, calculated in accordance with GAAP, excluding adjustments required by GAAP under ASC 805 for entities under common control.

“ Administrative Fee ”: An amount equal to $50,000 per annum if a Commitment Increase Event has occurred.

“ Advance ”: Defined in Section 3.01(a) .

“ Advance Date ”: The date on which an Advance is made by Lender to Borrowers, in accordance with this Agreement.

“ Advance Request ”: Defined in Section 3.01(b) .

“ Affiliate ”: With respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person.

“ Aggregate Advance ”: As of any date of determination, the aggregate outstanding principal amount of all Advances made by Lender hereunder.

“ Agreement ”: Defined in the preamble.

“ ALTA ”: The American Land Title Association.

“ Alternative Rate ”: A per annum rate based on an index approximating the behavior of LIBOR, as determined by Lender, in its reasonable discretion.

“ Anti-Terrorism Laws ”: Any Requirements of Law relating to money laundering or terrorism, including Executive Order 13224 signed into law on September 23, 2001, the regulations promulgated by the Office of Foreign Assets Control of the Treasury Department, and the Patriot Act.

“ Applicable Interest Rate ”: For any Collection and Reporting Period, (x) the LIBO Rate for such Collection and Reporting Period plus (y) the applicable Applicable Spread, which shall be subject to adjustment and/or conversion as provided in Sections 12.01 and 12.02 ; provided , that while an Event of Default has occurred, the Applicable Interest Rate shall be, at Lender’s election, the Default Rate.

“ Applicable Interest Rate Reset Date ”: In the case of the first Collection and Reporting Period for any Advance, the Advance Date for such Advance, and in the case of any subsequent Collection and Reporting Period, the first Business Day of such Collection and Reporting Period.

“ Applicable LLC Agreement ”: Defined in Section 9.02(c) .

“ Applicable Spread ”: Two hundred seventy-five basis points (2.75%).

“ Appraisal ”: An appraisal or evaluation issued and signed by an Approved Appraisal Vendor setting forth the value of a Property, which appraisal is conducted in accordance with all applicable requirements of the Uniform Standards of Professional Appraisal Practice and all applicable state and United States federal laws and regulations in effect at the time of such appraisal or evaluation (including without limitation the criteria set forth in FIRREA for an “appraisal” or an “evaluation”, as applicable). For the avoidance of doubt, Lender may obtain an Appraisal with respect to a Borrowing Base Property at anytime at its expense.

“ Approved Appraisal Vendor ”: The issuer of an Appraisal, which issuer satisfies all applicable requirements of the Uniform Standards of Professional Appraisal Practice and all applicable state and United States federal laws and regulations in effect at the time of such Appraisal and which issuer is selected by Lender in its discretion.

“ Arranger Fee ”: An amount equal to fifteen basis points (0.15%) multiplied by the amount of additional Commitments provided by any New Lenders in connection with a Commitment Increase Event pursuant to Section 3.11 , if a Commitment Increase Event has occurred and Lender syndicates such additional Commitments provided to Borrowers by such New Lenders under this Agreement.

“ Asset Management Standard ”: (i) The requirement that Asset Manager manage all Borrowing Base Properties and related Lease Agreements (x) in the same manner in which, and with the same care, skill, prudence and diligence with which Asset Manager services and administers similar Properties and Lease Agreements for its own account or any third party portfolios to the extent applicable, or in a manner consistent with generally prevailing management standards for reputable and experienced managers that manage portfolios of properties of similar size, type and location, whichever standard is highest, (y) in compliance with all Requirements of Law, except where the failure to comply could not reasonably be

expected to have a Material Adverse Effect, and (z) without regard to any known relationship that Asset Manager or an Affiliate of Asset Manager may have with any Tenant or any other party to the Loan Documents; (ii) Asset Manager’s obligation to make protective advance or other advances or to incur servicing expenses with respect to the Borrowing Base Properties as required pursuant to the terms of the related Management Agreement; (iii) Asset Manager’s right to receive compensation for its services; or the ownership, or servicing or management for others, by Asset Manager of any other leases or residential real properties; and (iv) Asset Manager’s obligation to comply in all material respects with all of its obligations and duties under the Management Agreement and the Asset Manager Letter Agreement, including but not limited to its obligations to (1) identify the applicable Borrower on its systems as the owner of the respective Borrowing Base Property, (2) maintain systems and operating procedures necessary to comply in all material respects with all the terms of this Agreement, the Management Agreement and the Asset Manager Letter Agreement, and (3) deposit all Net Income with respect to the Borrowing Base Properties received by Asset Manager, if any, into the applicable Operating Account in accordance with Section 5.01 .

“ Asset Manager ”: American Homes 4 Rent Management Holdings, LLC, together with its permitted successors and assigns.

“ Asset Manager Conversion ”: If, at any time, Parent Guarantor Controls or obtains the right to either Control Asset Manager or become the direct or indirect beneficial owner of at least a majority of the total voting power of all classes of Equity Interests of Asset Manager.

“ Asset Manager Letter Agreement ”: The side letter agreement to be entered into among Lender, each Borrower and Asset Manager, in substantially the form attached hereto as Exhibit K hereof.

“ Asset Manager Termination Event ”: Any of (i) the occurrence of any material default or event of default (howsoever defined) by the Asset Manager under the Management Agreement after the expiration of any grace or cure periods thereunder, (ii) any material failure of the Asset Manager to manage the Borrowing Base Properties in accordance with the Asset Management Standard, which failure continues uncured for three (3) Business Days after the earlier of receipt of written notice thereof from Lender or Borrowers, Parent Guarantor or Pledgor/Guarantor obtains Knowledge of such failure, (iii) an Event of Default shall have occurred or (iv) any material breach by Asset Manager of the Asset Manager Letter Agreement, which failure continues uncured for three (3) Business Days after the earlier of receipt of written notice thereof from Lender or Borrowers, Parent Guarantor or Pledgor/Guarantor obtains Knowledge of such failure.

“ AVM ”: an opinion of the fair market value of an SF Property, provided by CoreLogic, Inc. or such other automated value model vendor that is reasonably acceptable to Lender and the Borrowers.

“ AVM Value ”: The stated dollar value of an SF Property that is contained in the applicable AVM.

“ Bankruptcy Code ”: Title 11 of the United States Code, as amended.

“ Borrower ” Defined in the preamble hereto.

“ Borrowing Base ”: As of any date, the least of (a) the Maximum Facility Amount, (b) the aggregate of (i) with respect Borrowing Base Properties for which a Revaluation Date has not occurred, the product of (x) fifty percent (50.00%), and (y) the Market Value of all such Borrowing Base Properties as of such date and (ii) with respect to Borrowing Base Properties for which the Revaluation Date has occurred, the product of (x) sixty percent (60.00%), and (y) the Market Value for all such Borrowing Base Properties as of such date, (c) at any time during the period beginning on the six (6) month anniversary of the Closing Date and ending on the nine (9) month anniversary of the Closing Date, the Debt Yield (calculated utilizing ten percent (10%) per annum as the applicable percent being tested), (d) at any time after the nine (9) month anniversary of the Closing Date, the Debt Yield (calculated utilizing eleven percent (11%) per annum as the applicable percent being tested), and (e) at any time after the six (6) month anniversary of the Closing Date, the Aggregate Advance that is necessary to maintain the Minimum Debt Service Coverage Ratio.

“ Borrowing Base Addition Notice ”: Defined in Section 4.01(b)(i) .

“ Borrowing Base Deficiency ”: As of any date of determination, the positive difference, if any, of the Aggregate Advance minus the Borrowing Base.

“ Borrowing Base Property ”: Any Eligible Property included in the Borrowing Base Property Pool pursuant to Section 4.1 . Unless otherwise approved by Lender, a Property shall cease to be a Borrowing Base Property if at any time such Property shall cease to be an Eligible Property and such Property shall be deemed to have a Market Value of zero and Net Operating Income of zero.

“ Borrowing Base Property Pool ” means, at any time, collectively, those Eligible Properties that constitute Borrowing Base Properties at such time.

“ Borrowing Base Removal Notice ”: Defined in Section 4.01(c) .

“ Borrowing Base Report ” With respect to each Borrowing Base Property, the monthly report delivered by Borrowers and which shall include the fields set forth on Exhibit B hereto.

“ Borrower LLC Agreement ”: The limited liability company agreement pursuant to which a Borrower is created, as the same may be further amended or modified in accordance with the terms hereof.

“ Borrower REIT Share ”: For any Borrower, the amount such Borrower would be required to distribute with respect to a taxable year to maintain its status as a REIT and to avoid income or excise tax under the Code (including, for the sake of clarity, by distribution of 100% of its net capital gain for such period), assuming for these purposes that such Borrower were a REIT and otherwise satisfied all other requirements necessary to maintain REIT status.

“ BPO ”: An opinion of the fair market value of an SF Property obtained by Lender or its designee, in either case which generally includes three comparable sales and three comparable listings. For the avoidance of doubt, Lender may obtain a BPO with respect to a Borrowing Base Property at anytime and at its expense in accordance with Section 4.01(b) .

“ BPO Value ”: The stated dollar value contained in a BPO regarding the fair market value of an SF Property.

“ Business Day ”: Any day other than (a) a Saturday or a Sunday, (b) a day on which banks in the States of New York, California or North Carolina are authorized or obligated by law or executive order to be closed, (c) a day on which the New York Stock Exchange, the Federal Reserve Bank of New York is authorized or obligated by law or executive order to be closed, or (d) if the term “Business Day” is used in connection with the determination of LIBOR, a day dealings in Dollar deposits are not carried on in the London interbank market.

“ Capital Expenditures ”: As of any date of determination, the capital expenditures incurred by Borrowers in an amount equal to the greater of (i) (x) the number of Borrowing Base Properties as of such date, multiplied by (y) $350 and (ii) the actual amount of such capital expenditures incurred by Borrowers with respect to all Borrowing Base Properties (other than any capital expenditures attributable to renovation costs incurred on or prior to the four-month anniversary of the date on which any Borrowing Base Property is initially leased).

“ Capital Lease Obligations ”: With respect to any Person, the amount of all obligations of such Person to pay rent or other amounts under a lease of property to the extent and in the amount that such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person.

“ Capital Stock ”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests (certificated or un-certificated) in any limited liability company, and any and all partnership or other equivalent interests in any partnership or limited partnership, and any and all trust certificates representing ownership of a trust.

“ Cash Equivalents ”: (a) Securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within 90 days after the day of acquisition, (e) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of 90 days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the

requirements of clause (b) of this definition, or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“ Cease Funding Event ”: If at any time during the period beginning on the Closing Date and ending on the nine (9) month anniversary of the Closing Date (i) the Effective Collections Rate is less than 85% for any three (3) consecutive months and (ii) the Aggregate Advance exceeds the Debt Yield (calculated utilizing ten percent (10%) per annum as the applicable percent being tested); provided that a Cease Funding Event commencing under (x) clause (i) shall be discontinued when and if the Effective Collections Rate shall have been at least 85% for any three (3) consecutive months, and (y) clause (ii) shall be discontinued when and if the Aggregate Advance is equal to or less than the Debt Yield (calculated utilizing ten percent (10%) per annum as the applicable percent being tested) at any time.

“ Change of Control ”: The occurrence of any of the following events:

(i) During any period of twelve (12) consecutive months ending on each anniversary of the Closing Date, individuals who, at the beginning of any such 12-month period, constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board, or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;

(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 49.90% of the total voting power of the then outstanding voting stock of the Parent Guarantor;

(iii) Parent Guarantor shall cease to Control or be the general partner of the Pledgor/Guarantor;

(iv) Sponsor shall cease to Control or to own, of record and beneficially, directly or indirectly, 100% of the outstanding Equity Interests of Asset Manager; provided that an Asset Manager Conversion shall not constitute a Change of Control; or

(v) Pledgor/Guarantor shall cease to Control or to own, of record and beneficially, 100% of the outstanding Equity Interests of each Borrower.

“ Closing Certificate ”: A true and correct certificate in the form of Exhibit C , executed by a Responsible Officer of each Borrower.

“ Closing Date ”: March 7, 2013.

“ Code ”: The Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, in each case as amended, modified or replaced from time to time.

“ Collateral ”: Defined in Section 11.01 .

“ Collection and Reporting Period ”: For each Advance, (a) in the case of the first Remittance Date, the period from the Advance Date for such Advance through the last day of the calendar month in which such Advance Date occurs, and (b) in the case of any subsequent Remittance Date, the immediately preceding calendar month; provided , that no Collection and Reporting Period for any Advance shall end after the Facility Termination Date.

“ Compliance Certificate ”: A true and correct certificate in the form of Exhibit D , executed by a Responsible Officer.

“ Commitment ”: The obligation of Lender or any New Lender to make, on and subject to the terms and conditions hereof and availability under the Borrowing Base, Advances to Borrowers pursuant to Section 3.01(a) in an aggregate principal amount at any one time outstanding up to but not exceeding the Maximum Facility Amount, as the same may be increased from time to time pursuant to Section 3.11 .

“ Commitment Increase Event ”: Any increase to the Commitment pursuant to Section 3.11 .

“ Commitment Increase Structuring Fee ”: An amount equal to one hundred basis points (1.00%) multiplied by the amount of any additional Commitments in connection with a Commitment Increase Event.

“ Contingent Liabilities ”: With respect to any Person as of any date, all of the following as of such date: (i) liabilities and obligations (including Guarantee Obligations) of such Person in respect of “off-balance sheet arrangements” (as defined in the Off-Balance Sheet Rules defined below); (ii) obligations (including Guarantee Obligations) whether or not required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing in whole or in part any Non-Recourse Indebtedness, lease, dividend or other obligation (other than (x) contractual indemnities and guarantees of non-monetary obligations that have not yet been called on or quantified) of such Person or any other Person; and (iii) forward commitments or obligations to fund or provide proceeds with respect to any loan or other financing that is obligatory and non-discretionary on the part of the lender. The amount of any Contingent Liabilities described in the preceding clause (ii) shall be deemed to be (x) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through (a) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (b) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and (y) with respect to all guarantees not covered by the preceding clause (x), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof

(assuming such Person is required to perform thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements of such Person. “ Off-Balance Sheet Rules ” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33-8182; 34-47264; FR-67 International Series Release No. 1266 File No. S7-42-02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR Parts 228, 229 and 249).

“ Contractual Obligation ”: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, deed to secure debt, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property or assets are bound or are subject.

“ Control ”: With respect to any Person, the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling,” “Controlled” and “under common Control” have correlative meanings.

“ Debt Service Coverage Ratio ”: As of any DSCR Determination Date, the quotient of (i) the monthly reported Net Operating Income for the immediately preceding month with respect to all Borrowing Base Properties during such period over (ii) the aggregate Accrued Interest due and owing to Lender during such period with respect to such Borrowing Base Properties.

“ Debt Yield ”: As of any Debt Yield Determination Date, the monthly reported Net Operating Income for the immediately preceding month with respect to all Borrowing Base Properties during such month over (ii) the applicable per annum percent being tested.

“ Debt Yield Determination Date ”: Each Remittance Date commencing with the first Remittance Date following the six (6) month anniversary of the Closing Date.

“ Deed ”: With respect to each Property, the instrument or document required by the law of the jurisdiction in which the Property is located to convey fee title and identified on the related Property Schedule.

“ Default ”: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default.

“ Default Rate ”: As of any date, the Applicable Interest Rate in effect on such date plus 400 basis points (4.00%).

“ Derivatives Contract ”: Any rate swap transaction, basis swap, credit derivative transaction, forward rate transaction, commodity swap, commodity option, forward commodity contract, equity or equity index swap or option, bond or bond price or bond index swap or option or forward bond or forward bond price or forward bond index transaction, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot contract, or any other similar transaction or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, including any obligations or liabilities thereunder.

“ Derivatives Termination Value ”: With respect to any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in the preceding clause (a), the amount(s) determined as the then-current mark-to-market value(s) for such Derivatives Contracts, as determined based on one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include Lender).

“ Dollars ” and “ $ ”: Lawful money of the United States of America.

“ DSCR Determination Date ”: (i) The date that is six (6) months after the Closing Date and (ii) each Remittance Date thereafter; provided that if any such date does not fall on a Business Day, the immediately succeeding Business Day.

“ Effective Collections Rate ”: With respect to any Borrowing Base Property that is a Leased Property and as of any date, (i) the aggregate gross Rental Proceeds actually collected by the related Borrower or Asset Manager during the term of the then current Lease Agreement through such date, divided by (ii) the aggregate gross Rental Proceeds required to be paid during the term of the then current Lease Agreement through such date.

“ Eligible Assignee ”: Any of the following Persons designated by Lender for purposes of Section 18.08(c) : (a) a bank, financial institution, pension fund, insurance company or similar Person, or an Affiliate of any of the foregoing, in each case, other than a competitor of the Parent Guarantor or any of its Subsidiaries; provided , that so long as no Event of Default has occurred, such Person (x) shall have a rating of BBB- or higher from S&P and a rating of Baa3 or higher from Moody’s at the date that it becomes a Lender and (y) through its applicable lending office, shall be capable of lending to borrowers without the imposition of any withholding or similar taxes; (b) an Affiliate of Lender; and (c) any other Person to which Borrowers have consented, provided , that Borrowers’ consent shall not be unreasonably withheld, delayed or conditioned, and shall not be required at any time when an Event of Default has occurred. Such Person shall provide to Borrowers such duly executed IRS forms as Borrowers reasonably request.

“ Eligible Property ”: A Property as to which (a) each of the applicable representations and warranties in Sections 7.10 , 7.11 , and 7.12 and Schedule 1 are true and correct in all material respects with respect to such Borrower and such Property (unless otherwise approved by Lender in its discretion), as the case may be, (b) all Property Documents have been delivered to the Lender without exceptions pursuant to Section 4.01(b)(2) unless otherwise waived by Lender and (c) each of the following eligibility requirements are satisfied:

(i)

The Property is a wholly-owned SF Property of a Borrower or will become a wholly-owned SF Property of a Borrower upon the acquisition thereof simultaneously with the funding of an Advance by Lender;

(ii)

The information set forth in the related Property Schedule is true and correct in all material respects as of the date or dates respecting which the information is furnished and no material statement, affirmation or certification made or

information, document, agreement, report or notice delivered by any Relevant Party to Lender with respect to such Property is untrue in any material respect when made or delivered and when taken as a whole with all other material statements, affirmations and certifications made, and all other information, documents, agreements, reports and notices made or delivered to Lender at that time with respect to such Property;

(iii)

Such Property (x) is in compliance with the Acquisition Parameters or (y) in the event any Relevant Party has notified Lender that such Property is not in compliance with the Acquisition Parameters or such Property does not otherwise satisfy the eligibility requirements in this definition, has been approved as an Eligible Property by Lender in writing;

(iv)

By the date that is ninety (90) days following the latest of (x) the date on which a Borrower acquired or obtained title to such Property, (y) the date on which any applicable statutory rescission or redemption period has lapsed, or (z) the date on which a court or Governmental Authority having jurisdiction over such sale of a Property to Borrower approves said sale (e.g., the date the Order Approving Sale (OAS) is issued), a certified copy of the file-stamped Deed has been provided to Lender evidencing that such Deed has been recorded in the name of the applicable Borrower. Each copy of a Deed delivered to Lender as part of any Property Documents (including intervening deeds) (x) shall be a true, correct and complete copy of the Deed, (y) shall be in recordable form, acceptable in all respects for recording under the laws of the jurisdiction in which the Property is located and (z) shall have been recorded in the appropriate recording office (for the avoidance of doubt, all costs and expenses in connection with the preparation, execution, delivery and filing or recording of any Deed, and any filing, transfer or recording tax or other charges with respect thereto shall be borne by Borrowers);

(v)

Such Property is located in the United States and all obligations thereunder and under the Property Documents are denominated and payable in Dollars;

(vi)

Solely to the extent Lender has obtained and if requested by Borrowers delivered to the Borrowers an Appraisal, in each case in form reasonably acceptable to Lender in respect of such Property within the ninety (90) days prior to the date on which such Property is included in the Borrowing Base Property Pool, such Appraisal (for the avoidance of doubt, Lender may obtain an Appraisal with respect to a Borrowing Base Property at anytime at its expense pursuant to Section 8.21 );

(vii)

An AVM has been conducted on such Property every calendar quarter that such Property is a Borrowing Base Property, which AVM shall be at Borrowers’ expense;

(viii)

Such Property is, on the date of occupancy by any Tenant, in habitable condition and in compliance with all relevant local, state and United States federal property codes, regulations, laws and standards, including Environmental Laws, (except for any condition or failure to so comply that could not reasonably be expected to have a Property Material Adverse Effect);

(ix)

Such Property is not subject to any Environmental Liens and is free of any environmental defects (except for any such defect that could not reasonably be expected to have a Property Material Adverse Effect);

(x)

Such Property has not been vacant for longer than the related Maximum Vacancy Aging;

(xi)

The Market Value for such Property exceeds $50,000;

(xii)

If such Property is a Leased Property, the rent amount and tenant name indicated on the related Lease Agreement match the rent amount and tenant name on the rent roll report provided to Lender;

(xiii)

There are no restrictions prohibiting or materially limiting the leasing of such Property;

(xiv)

Unless approved by Lender in its discretion, ninety (90) days after the Acquisition Date such Property is not subject to any liens, security interests or other encumbrances other than Permitted Liens;

(xv)

Such Property is located in the jurisdiction identified in the related Property Schedule and consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a low-rise or high-rise condominium project, or an individual townhome, or an individual unit in a planned unit development or a de minimus planned unit development;

(xvi)

Such Property is not subject to or the subject of any investigation, litigation or other legal proceeding, including without limitation any criminal or civil proceeding, in each case, that could not reasonably be expected to have a Property Material Adverse Effect;

(xvii)

Unless approved by Lender in its sole discretion in writing, such Property is not a cooperative or a condotel unit,

(xviii)

No protective funding obligation or any other obligation of any kind with respect to such Property has been transferred to Lender;

(xix)

No Property Material Adverse Effect has occurred with respect to such Property;

(xx)

If such Property was sold through multiple listing services, such Property is covered by a title insurance policy insuring the fee interest of the related Borrower in such Property from a nationally recognized title insurance company;

(xxi)

The ownership of such Property by the related Borrower would not cause the total number of Borrowing Base Properties then owned by such Borrower to exceed

the greater of (x) two thousand (2,000) Borrowing Base Properties and (y) thirty percent (30%) of the Borrowing Base Properties as of such date; provided that this criteria shall not apply for the first three (3) months following the Closing Date;

(xxii)

The AVM Value for such Property has a confidence score of 80 or higher (as reflected on the related AVM Value, if numeric) and medium or better (if graded), unless the AVM Value for such Property has a confidence score between 80 and 85 (as reflected on the related AVM Value) and such Property would otherwise qualify as an “Eligible Property” after application of clause (xxiii) of this definition;

(xxiii)

If the AVM Value for such Property has a confidence score between 80 and 85 (as reflected on the related AVM Value), the Market Value applicable to such Property when added to the aggregate Market Value of all other Properties with a confidence score between 80 and 85 (as reflected on the related AVM Value) does not exceed the product of three percent (3%) and the aggregate Market Value of all Borrowing Base Properties; and

(xxiv)

Any other eligibility criteria as mutually agreed to by Lender and Borrower;

provided , that notwithstanding the failure of a Property to conform to the requirements of this definition, Lender may, subject to such terms, conditions and requirements and Borrowing Base adjustments as Lender may require, designate in writing any such non-conforming Property as an Eligible Property, which designation (1) may include a temporary or permanent waiver of one or more Eligible Property requirements for inclusion in the Borrowing Base Pool, and (2) shall not be deemed a waiver of the requirement that all other Properties must be Eligible Properties (including any Properties that are similar or identical to the Property subject to the waiver).

“ Eligible Property Information ”: Defined in Section 4.01(b)(i) .

“ Environmental Laws ”: With respect to any Person or property or assets of such Person, any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline, written policy and rule of common law now or hereafter in effect, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, employee health and safety or hazardous materials, including CERCLA, RCRA, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water Act, the Oil Pollution Act of 1990, the Emergency Planning and the Community Right-to-Know Act of 1986, the Hazardous Material Transportation Act, the Occupational Safety and Health Act, and any state and local or foreign counterparts or equivalents (including without limitation The California Environmental Quality Act and any other applicable State environmental quality act).

“ Environmental Liens ”: Defined in Section 8.20(f) .

“ Equity Interests ”: With respect to any Person, (a) any share, interest, participation and other equivalent (however denominated) of Capital Stock of (or other ownership, equity or profit interests in) such Person which may be issued or granted by such Person, (b) any warrant, option or other right for the purchase or other acquisition from such Person of any of the foregoing,

(c) any security convertible into or exchangeable for any of the foregoing, and (d) any other ownership or profit interest in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date.

“ ERISA ”: The Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ”: Any entity, whether or not incorporated, that is a member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code of which any Relevant Party is a member.

“ Event of Default ”: Defined in Section 10.01 .

“ Excluded FATCA Tax ” means any tax, assessment or other governmental charge imposed under FATCA that would not have been imposed but for (a) a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the requirements of FATCA or (b) a Lender electing to have such tax, assessment or charge apply.

“ Excluded Taxes ”: Defined in Section 12.04 .

“ Facility Termination Date ”: The earliest of (i) the last Business Day of the Repayment Period, (ii) any Accelerated Repayment Date, and (iii) any date on which Advances shall otherwise become due and payable in accordance with the Loan Documents or Requirements of Law.

“ FATCA ”: means Sections 1471 through 1474 of the Code (as of the date hereof) and any regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such provisions); provided, however, that FATCA shall also include any amendments to Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof if, as amended, FATCA provides a commercially reasonable mechanism to avoid the tax imposed thereunder by satisfying the information reporting and other requirements of FATCA.

“ FASB ASC ”: The Accounting Standards Codification of the Financial Accounting Standards Board.

“ Fee Letter ”: The fee and pricing letter, dated as of the date hereof, between Lender and Borrowers, as amended, supplemented or otherwise modified from time to time.

“ Financial Reporting Person ”: Defined in Section 8.09(a) .

“ Fitch ”: Fitch Ratings Inc. or, if Fitch Ratings Inc. is no longer issuing ratings, another nationally recognized rating agency reasonably acceptable to Lender.

“ GAAP ”: Generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“ Governing Documents ”: With respect to any Person, its articles or certificate of incorporation or formation, by-laws, partnership, limited liability company, memorandum and articles of association, operating or trust agreement and/or other organizational, charter or governing documents.

“ Governmental Authority ”: Any (a) nation or government, (b) state or local or other political subdivision thereof, (c) central bank or similar monetary or regulatory authority, (d) Person, agency, authority, instrumentality, court, regulatory body, central bank or other body or entity exercising executive, legislative, judicial, taxing, quasi-judicial, quasi-legislative, regulatory or administrative functions or powers of or pertaining to government (including without limitation the IRS and the United States Department of Labor), (e) court or arbitrator having jurisdiction over such Person, its Affiliates or its assets or properties, (f) stock exchange on which shares of stock of such Person are listed or admitted for trading, (g) accounting board or authority that is responsible for the establishment or interpretation of national or international accounting principles, or (h) supra-national body such as the European Union or the European Central Bank.

“ Guarantee Obligation ”: With respect to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of the obligations for which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends, Contractual Obligation, Derivatives Contract or other obligations or indebtedness (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation); provided , that in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum anticipated liability in respect thereof as reasonably determined by such Person.

“ Hazardous Substances ”: Any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact on human health or the environment, including but not limited to petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives; provided, however, that “Hazardous Substances” shall not include cleaning materials customarily used at properties similar to the Properties, to the extent such materials are used, stored and disposed of in accordance with Environmental Laws.

“ Improvements ”: All buildings, structures, improvements, parking areas, landscaping, fixtures and articles of property now erected on, attached to, or used or adapted for use in the operation of any Property, including, without limitation, all heating, air conditioning and incinerating apparatus and equipment, all boilers, engines, motors, dynamos, generating equipment, piping and plumbing fixtures, water heaters, ranges, cooking apparatus and mechanical kitchen equipment, refrigerators, freezers, cooling, ventilating, sprinkling and vacuum cleaning systems, fire extinguishing apparatus, gas and electric fixtures, carpeting, floor covering, underpadding, storm sashes, awnings, signs, furnishings of public spaces, halls and lobbies, and shrubbery and plants.

“ Income ”: With respect to each Borrowing Base Property, all of the following: (a) all Rental Proceeds and Security Deposits (but only as and when applied to rent payments then due and payable by the related Tenant), (b) [reserved], (c) all other income, dividends, distributions, receipts, payments, collections, prepayments, recoveries, proceeds (including insurance and condemnation proceeds) and other payments or amounts of any kind paid, received, collected, recovered or distributed on, in connection with or in respect of such Property, including all transfer fees, make whole fees, late fees and all other fees or charges of any kind or nature, premiums, yield maintenance charges, penalties, default interest, gains, receipts, allocations, rents, interests, profits, payments in kind, returns or repayment of contributions, insurance payments, judgments, settlements and proceeds, and (d) all other “proceeds” as defined in Section 9-102(64) of the UCC, including all collections or distributions thereon or other income or receipts therefrom or in respect thereof; provided that Income shall not include proceeds received upon the securitization, liquidation, foreclosure, short sale or other disposition of such Property. For the avoidance of doubt, Income shall be calculated with respect to the entire par amount of any Borrowing Base Property.

“ Increased Commitment Supplement ”: A supplement to this Agreement substantially in the form attached hereto as Exhibit I , executed and delivered by the Borrowers, Lender and any New Lenders, which sets forth (i) the increase to the Maximum Facility Amount, (ii) the amount of the Commitment of the New Lender to make Advances under this Agreement or the increase to Lender’s Commitment hereunder (as applicable), and (iii) to the extent that there are New Lenders, the agreement of each such New Lender to become a Lender party to and bound by this Agreement and the other Loan Documents.

“ Indebtedness ”: With respect to any Person and any date, all of the following with respect to such Person as of such date: (a) obligations in respect of money borrowed (including principal, interest, assumption fees, prepayment fees, yield maintenance charges, penalties, exit fees, contingent interest and other monetary obligations whether choate or inchoate and whether by loan, the issuance and sale of debt securities or the sale of property or assets to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets, or otherwise), (b) obligations, whether or not for money borrowed (i) represented by notes payable, letters of credit or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness (including “trade payable” arrangements), conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are

customarily paid or that are issued or assumed as full or partial payment for goods or services rendered, (c) Capital Lease Obligations, (d) reimbursement obligations under any letters of credit or acceptances (whether or not the same have been presented for payment), (e) Off-Balance Sheet Obligations, (f) obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the last day of the Repayment Period (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than mandatory redeemable stock)) in respect of any mandatory redeemable stock issued by such Person or any other Person (inclusive of forward equity contracts), valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (g) as applicable, all obligations (other than such obligations described in clause (f) above) of such Person (but not the obligation of others) in respect of any keep well arrangements, credit enhancements, purchase obligation, repurchase obligation, sale/buy-back agreement, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than mandatory redeemable stock)), (h) net obligations under any Derivatives Contract not entered into as a hedge against existing indebtedness, in an amount equal to the Derivatives Termination Value thereof, (i) Indebtedness of other Persons that such Person has guaranteed, (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than certain Permitted Liens) on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; provided , that if such Person has not assumed or become liable for the payment of such Indebtedness, then for the purposes of this definition the amount of such Indebtedness shall not exceed the market value of the property subject to such Lien, (k) all Contingent Liabilities, (l) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person or obligations of such Person to pay the deferred purchase or acquisition price of property or assets, including “trade payable” arrangements or contracts for the deferred purchase price of property or assets that include the procurement of services (other than trade payables incurred in the ordinary course of business), (m) indebtedness of general partnerships of which such Person is liable as a general partner (whether secondarily or contingently liable or otherwise), and (n) obligations to fund capital commitments under any Governing Document, subscription agreement or otherwise.

“ Indemnified Amount ”: Defined in Section 13.01 .

“ Indemnified Person ”: Defined in Section 13.01 .

“ Initial Advance ”: The first Advance made by Lender to a Borrower hereunder.

“ Initial Advance Date ”: The date on which Lender and a Borrower consummate the Initial Advance hereunder.

“ Initial Borrowing Base Properties ” Defined in Section 4.01(a) .

“ Initial Property Value ”: With respect to each Borrowing Base Property, the value of such Property as of the date such Property is added to the Borrowing Base Property Pool that is equal to the lesser of (i) the related Acquisition Price thereof or (ii) the value of such Property set forth in the related Appraisal thereof (which Appraisal shall be ordered by Lender, the costs of which shall be reimbursed by the applicable Borrower up to an amount not to exceed $85 per Appraisal).

“ Initial Structuring Fee ”: An amount equal to one hundred basis points (1.00%) multiplied by the Maximum Facility Amount (without giving effect to any additional Commitments in connection with an Commitment Increase Event).

“ Insolvency Event ”: With respect to any Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises with respect to such Person or any substantial part of its assets or property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, (c) the consent by such Person to the entry of an order for relief in an involuntary case under any Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, (e) the making by such Person of any general assignment for the benefit of creditors, (f) the admission in a legal proceeding of the inability of such Person to pay its debts generally as they become due, (g) the failure by such Person generally to pay its debts as they become due, or (h) the taking of action by such Person in furtherance of any of the foregoing.

“ Insolvency Laws ”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Insolvency Proceeding ”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event.

“ Internal Control Event ”: Fraud in the financial reporting of any Relevant Party that involves management or other employees who have a significant role in the internal controls of such Relevant Party over financial reporting.

“ Investment ”: With respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, whether by means of (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, guaranty or credit enhancement of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any binding commitment or option to make an Investment in any other Person shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in this Agreement, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Investment Company Act ”: The Investment Company Act of 1940, as amended, restated or modified from time to time, including all rules and regulations promulgated thereunder.

“ Joinder Agreement ”: A joinder agreement in substantially the form of Exhibit F hereto entered into by Borrowers, Lender and one or more Special Purpose Entities acceptable to Lender in its sole reasonable discretion pursuant to which such Special Purposes Entities are joined as additional Borrowers hereunder and under the other Loan Documents.

“ Knowledge ”: With respect to any Person, means collectively (i) the Actual Knowledge of such Person, and (ii) all knowledge that is imputed to a Person under any statute, rule, regulation, ordinance, or official decree or order of any applicable Governmental Authority.

“ Lease Agreement ”: With respect to any Leased Property, a lease entered into between the related Borrower (or Asset Manager or an Affiliate thereof acting as agent for such Borrower) and a Tenant providing for the rental of such Property to such Tenant in a form that is customary for the jurisdiction in which such Leased Property is located and is in compliance with all applicable laws, rules and regulations, except where the failure to comply could not reasonably be expected to have a Property Material Adverse Effect.

“ Leased Property ”: Any Property that is wholly owned by or acquired by a Borrower, the fee title to which is held by such Borrower, and which is subject to a Lease Agreement.

“ Lender ”: Defined in the preamble hereto.

“ Leverage Ratio ”: For any Person on any date of determination, the quotient (expressed as a ratio) of the aggregate Indebtedness of such Person and its Subsidiaries, on a consolidated basis, as of such date, divided by such Person’s Adjusted Tangible Net Worth as of such date; provided that for the purpose of calculating Leverage Ratio, a Person’s Indebtedness shall not include any Indebtedness that qualifies as such under clauses (e), (i) (solely to the extent any guarantee constitutes a guarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities, Insolvency Events, non-approved transfers or other similar and customary “bad boy” events) or (k) of the definition of such term and any references to Indebtedness embedded within such definition shall similarly exclude clauses (e), (i) (solely to the extent any guarantee constitutes a guarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities, Insolvency Events, non-approved transfers or other similar and customary “bad boy” events) and (k)).

“ LIBO Rate ”: For any Collection and Reporting Period, the rate (expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/100 of 1%) determined for such Collection and Reporting Period in accordance with the following formula:


		LIBOR for such Collection and Reporting Period
		1 - Reserve Requirement

“ LIBOR ”: For any Collection and Reporting Period, the rate (expressed as a percentage per annum and rounded upward, if necessary, to the nearest whole multiple of 1/8%) for deposits

in Dollars, for a one-month period, that appears on Bloomberg Screen US0001M Page (or the successor thereto) as the London interbank offered rate for deposits in Dollars as of 11:00 a.m., London time, on the Applicable Interest Rate Reset Date for such Collection and Reporting Period. If such rate does not appear on Bloomberg Screen US0001M Page as of 11:00 a.m., London time, on such Applicable Interest Rate Reset Date, Lender shall request the principal London offices of the Reference Banks selected by Lender to provide such banks’ offered quotation (expressed as a percentage per annum) to leading banks in the international Eurocurrency market for deposits in Dollars for a one-month period as of 11:00 a.m., London time, on such Applicable Interest Rate Reset Date for amounts of not less than the Aggregate Advance. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender shall request any three major banks in New York City selected by Lender to provide such banks’ rate (expressed as a percentage per annum) for loans in Dollars to leading banks in the international Eurocurrency market for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Applicable Interest Rate Reset Date for amounts of not less than the Aggregate Advance. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates.

“ Lien ”: Any mortgage, statutory or other lien, pledge, charge, right, claim, adverse claim, attachment, levy, hypothecation, assignment, deposit arrangement, security interest, UCC financing statement or encumbrance of any kind on or otherwise relating to any Person’s assets or properties in favor of any other Person or any preference, priority or other security agreement or preferential arrangement of any kind.

“ Loan Documents ”: Collectively, this Agreement, the Fee Letter, each Account Control Agreement, the Parent Guaranty, the Note, the Pledge and Guaranty Agreement, each Joinder Agreement, the Asset Manager Letter Agreement, all UCC financing statements, amendments and continuation statements filed pursuant to any other Loan Document, and all additional documents, certificates, agreements or instruments executed by a Relevant Party in connection with this Agreement.

“ Management Agreement ”: Each management agreement acceptable to Lender, dated as of the date hereof, between a Borrower and the Asset Manager or an Affiliate thereof, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

“ Management Rights ”: All right, title and interest of Borrowers, Parent Guarantor and Pledgor/Guarantor thereof in and to any and all of the following (if any): (a) rights to manage and make all decisions with respect to the SF Properties, (b) rights to make protective advances and receive reimbursement therefor, (c) rights to receive a management fee for managing the SF Properties, (d) late fees, penalties or similar payments with respect to the SF Properties, (e) agreements and documents creating or evidencing any such rights to manage, documents, files and records relating to the servicing of the SF Properties, and rights of the Borrowers or any other Person thereunder, (f) escrow, reserve and similar amounts with respect to the SF Properties, (g) rights to appoint, designate and retain any other managers, sub-managers, agents, custodians, trustees and liquidators with respect to the SF Properties, and (h) accounts and other rights to payment related to the SF Properties.

“ Margin Regulations ”: Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221, and 224, respectively.

“ Market Value ”: For each Borrowing Base Property, (i) prior to the Revaluation Date for such Borrowing Base Property, the Initial Property Value and (ii) on and following the Revaluation Date for such Borrowing Base Property, the most recent BPO Value, AVM Value or value set forth in an Appraisal with respect to such Borrowing Base Property, which may be the BPO Value or value set forth in an Appraisal, respectively, that has been obtained by Lender pursuant to Section 8.21 or AVM Value that has been obtained by the Borrowers pursuant to Section 8.21 , as determined by Lender in its discretion. Any SF Property that is not an Eligible Property will have a Market Value of zero.

“ Material Adverse Effect ”: A material adverse effect on or material adverse change in or to (a) the property, assets, business, operations, financial condition or financial credit quality of (i) the Borrowers (taken as a whole) or (ii) the Relevant Parties (taken as a whole), (b) the ability of (i) the Borrowers (taken as a whole) or (ii) the Borrowers, Parent Guarantor and Pledgor/Guarantor (taken as a whole) to pay and perform the Secured Obligations, (c) the validity, legality, binding effect or enforceability of any Loan Document, Collateral or security interest granted hereunder or thereunder, or (d) the rights and remedies of Lender under any Loan Document.

“ Maximum Facility Amount ”: $500,000,000, as such amount is increased from time to time pursuant to Section 3.11 .

“ Maximum Vacancy Aging ”: As of any date, with respect to any Eligible Property (i) that has been a Leased Property since the related Acquisition Date, four (4) months from the date of termination of the most recent Lease Agreement in effect for such Leased Property, or (ii) that has been a Non-Leased Property since the related Acquisition Date, six (6) months from the related Acquisition Date.

“ Minimum Debt Service Coverage Ratio ”: As of any date of determination after the expiration of the six (6) month period immediately following the Closing Date, a Debt Service Coverage Ratio equal to not less than 2.00:1.

“ Moody’s ”: Moody’s Investors Service, Inc. or, if Moody’s Investors Service, Inc. is no longer issuing ratings, another nationally recognized rating agency reasonably acceptable to Lender.

“ Monthly Compliance Certificate ”: A true and correct certificate in the form of Exhibit D , executed by a Responsible Officer.

“ Monthly Lease Payment ”: With respect to any Lease Agreement, the lease payment that is actually payable by the related Tenant from time to time under the terms of such Lease Agreement, after giving effect to any provision of such Lease Agreement providing for periodic increases in such fixed or base rent.

“ Monthly Operating Expenses :” The reasonable per-property operating expenses actually incurred by or on behalf of the related Borrower in any calendar month with respect to each Borrowing Base Property and reflected in the report delivered to Lender pursuant to Section 8.09(g) with respect to such month.

“ Multiemployer Plan ”: A multiemployer plan as defined in Section 4001(a)(3) of ERISA as to which any Relevant Party or any ERISA Affiliate has made during the preceding five years, or is required to make contributions or has any actual or potential liability.

“ Net Income ”: With respect to a Borrowing Base Property, all related Income less (i) reasonable operating expenses incurred in connection with the operation and/or management of such Property, (ii) a property management fee equal to six percent (6%) of received Rental Proceeds, (iii) a leasing fee equal to one-half (50%) of one month’s rent for a twelve month term (prorated for the actual term of the lease) with respect to lease of such Borrowing Base Property payable to Asset Manager upon execution of the Lease Agreement in respect of such Borrowing Base Property and each renewal thereof, and (iv) all other fees, charges and expenses payable to, or retained by, Asset Manager pursuant to the terms of a Management Agreement.

“ Net Operating Income ”: Borrowers’ effective gross income, determined in accordance with GAAP, from Borrowing Base Properties or other assets owned by Borrowers and, in the case of such other assets, approved by Lender in Lender’s sole discretion during any period, less the operating expenses, determined in accordance with GAAP, in respect of such Borrowing Base Properties or other assets (including fees due to Asset Manager or its Affiliates set forth in the Management Agreements), ongoing maintenance and Capital Expenditures.

“ New Lender ” Defined in Section 3.11(a) .

“ Non-Leased Property ”: Any Property that is wholly owned by or acquired by a Borrower, the fee title to which is held by such Borrower, that is not subject to a Lease Agreement.

“ Non-Recourse Indebtedness ”: With respect to any Person and any date, indebtedness of such Person as of such date for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, Insolvency Events, non-approved transfers or other events) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

“ Note ”: The promissory note provided for by Section 3.02(a) hereof for Advances in the form attached hereto as Exhibit A , and any promissory note delivered in substitution or exchange therefor, in each case as the same shall be modified and supplemented and in effect from time to time.

“ Notice of Borrowing Base Deficiency ”: A written notice from Lender to Borrowers, deliverable at any time, specifying the occurrence of a Borrowing Base Deficiency and the amount of the Aggregate Advance to be repaid by Borrowers pursuant to Section 3.04(b) .

“ OFAC ”: Defined in Section 7.07(a) .

“ Off-Balance Sheet Obligations ”: With respect to any Person and any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so-called

“synthetic,” tax retention or off-balance sheet lease transaction that, upon the application of any Insolvency Laws, would be characterized as indebtedness, (b) monetary obligations under any sale and leaseback transaction that does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction that (i) is characterized as indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but that does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“ Operating Account ”: With respect to each Borrower, the separate trust account established by such Borrower for the benefit of Lender and maintained pursuant to this Agreement into which all related Net Income collected with respect to SF Properties shall be deposited as provided in this Agreement. Each Operating Account shall be established at the Account Bank with the related account number as identified on Schedule 5 attached hereto and shall be subject to an Account Control Agreement.

“ Parent Guarantor ”: American Homes 4 Rent, a Maryland real estate investment trust, together with its permitted successors and assigns.

“ Parent Guaranty ”: The Guaranty dated as of the date hereof made by Parent Guarantor, in favor of Lender, as amended, supplemented or otherwise modified from time to time.

“ Participant ”: Defined in Section 18.08(b) .

“ Patriot Act ”: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, modified or replaced from time to time.

“ Party ”: Defined in the preamble hereto.

“ PBGC ”: The Pension Benefit Guaranty Corporation.

“ Permitted Environmental Lien ”: means any Lien arising out of related to any Environmental Laws, which Lien consists solely of restrictions on the use of real property that do not have a Property Material Adverse Effect.

“ Permitted Liens ”: Any of the following Liens that may be imposed with respect to any asset or Property of a Person: (a) Liens for taxes assessments, fees, and other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, (b) Liens imposed by Requirements of Law, such as materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s and similar Liens, arising in the ordinary course of business securing obligations that are not overdue for more than thirty (30) days, (c) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such Property or impair the intended use thereof in the business of such Person, (d) encumbrances with respect to SF Properties relating to taxes not yet due and payable or any applicable home owners association fees, dues or assessments not yet due or delinquent, (e) banker’s liens, rights of setoff

or similar rights and remedies as to deposit accounts or other funds maintained with deposit institutions, (f) with respect to SF Properties purchased at a foreclosure sale or trustee’s sale, encumbrances relating to property taxes and home owners association fees, whether or not yet due and payable, in existence for a period of less than eight (8) months following the date of such purchase, (g) with respect to any SF Property, federal income tax or state income tax Liens waiting expiration of the redemption period, (h) [reserved], (i) Liens granted pursuant to or by the Loan Documents, (j) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person, to the extent that such rights could constitute a Lien, (k) judgment and attachment Liens on any asset or Property in respect of judgments not constituting an Event of Default (or in the case of a Borrowing Base Property, not reasonably expected to result in a Property Material Adverse Effect), (l) [Reserved], (m) filing of UCC financing statements solely as a precautionary measure in connection with operating leases, (n) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, (o) Liens incurred or deposits made to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (p)(i) licenses, sublicenses, leases or subleases granted to other persons in the ordinary course of business not interfering in any material respect with the ordinary conduct of the business of the Relevant Parties or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Relevant Party or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof, and (q) Liens existing on the Closing Date and listed on Schedule 11 and any renewals or extensions thereof; provided that the property covered thereby is not changed; provided that in the case of any asset or Property constituting a Borrowing Base Property, only clauses (a), (b), (c), (d), (f), (g), (i), (j), and (k) shall constitute Permitted Liens.

“ Person ”: An individual, corporation, limited liability company, business trust, partnership, trust, unincorporated organization, joint stock company, sole proprietorship, joint venture, Governmental Authority or any other form of entity.

“ Plan ”: An employee benefit plan as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) or a plan within the meaning of Section 4975 of the Code in respect of which any Relevant Party or any ERISA Affiliate thereof has any actual or potential liability under Title IV of ERISA or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be, an “contributing sponsor” as defined in Section 4001(a)(13) of ERISA.

“ Pledge and Guaranty Agreement ”: The Pledge and Guaranty Agreement in form and substance satisfactory to Lender, made by Pledgor/Guarantor in favor of Lender in connection with this Agreement, as the same may be amended, modified or supplemented from time to time.

“ Pledgor/Guarantor ”: American Homes 4 Rent, L.P., together with its permitted successors and assigns.

“ Property ”: A parcel of residential real property, together with all Improvements thereon and all other rights, benefits and proceeds arising from and in connection with such property.

“ Property Documents ”: With respect to any SF Property, those documents executed in connection with, evidencing or governing such SF Property, which include with respect to such SF Property: (i) subject to clause (iv) of the definition of Eligible Property, the Deed (or true copy thereof) with evidence of recording thereon evidencing the ownership of the related SF Property by the applicable Borrower, (ii) the original (or true copy thereof) title insurance policy insuring such SF Property if such SF Property was sold through multiple listing services, (iii) if such SF Property is purchased through any online or foreclosure auction, an original or true copy of a sale receipt, or similar instrument in the name of the applicable Borrower or an Affiliate thereof (iv) a true copy of the related Lease Agreement if such SF Property is a Leased Property and (v) written verification of the Acquisition Price for such SF Property if such SF Property is sold through multiple listing services.

“ Property File ”: With respect to any SF Property, the file retained and maintained by any Borrower or the Asset Manager including the originals (if any) or copies of all Property Documents and other documents and agreements relating to such SF Property, including to the extent applicable all servicing agreements, Management Agreements, Lease Agreements (if applicable), files, documents, records, data bases, computer tapes, insurance policies and certificates, appraisals, other closing documentation, payment history and other records relating to or evidencing the servicing or management of such SF Property.

“ Property Material Adverse Effect ”: A material adverse effect on or material adverse change (including without limitation as a result of the imposition of regulatory changes) (i) in or to the Market Value of a Property or the ability of a Borrower or Asset Manager to lease such Property, or (ii) that would substantially impair Lender’s ability to realize on a Borrowing Base Property (taking into account any insurance proceeds received by Lender and any other mitigating measures taken by Lender).

“ Property Schedule ”: With to any additions to the Borrowing Base Property Pool pursuant to Section 4.01 , an SF Property schedule generated by the related Borrower that incorporates the fields identified on Exhibit G hereto and that is either in the form of such Exhibit G or is in a computer tape or other electronic format that is reasonably acceptable to Lender.

“ Purchase Agreement ”: Any purchase agreement or other document between the related Borrower or Affiliate and any Transferor (or, in the case of any purchase or acquisition of an SF Property through an online or foreclosure auction, any document described in clause (iii) of the definition of Property Documents) pursuant to which such Borrower or Affiliate purchased or acquired an SF Property, which shall include without limitation any purchase or acquisition of such Property through a trustee sale, foreclosure sale or short sale.

“ Rating Agencies ”: Each of Fitch, Inc., Moody’s and S&P.

“ Records ”: All instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by or on behalf of a Borrower or by any other Person with respect to any SF Properties.

“ REIT ”: a real estate investment trust as described in Section 856 of the Code.

“ Reference Banks ”: Banks each of which shall (a) be a leading bank in the international Eurocurrency market, and (b) have an established place of business in London. Initially, the Reference Banks shall be JPMorgan Chase Bank, Barclays Bank, PLC and Deutsche Bank AG. If any such Reference Bank should be unwilling or unable to act as such or if Lender shall terminate the appointment of any such Reference Bank or if any of the Reference Banks should be removed from the Reuters Monitor Money Rates Service or in any other way fail to meet the qualifications of a Reference Bank, Lender may designate alternative banks meeting the criteria specified in the preceding clauses (a) and (b).

“ Release ”: Any generation, treatment, use, storage, transportation, manufacture, refinement, handling, production, removal, Remedial Work, disposal, presence or migration of Hazardous Substances on, about, under or within all or any portion of any property or Property.

“ Relevant Party ”: Any of any Borrower, Parent Guarantor, Pledgor/Guarantor or Asset Manager (for so long as the Asset Manager is either American Homes 4 Rent Management Holdings, LLC or an Affiliate of a Borrower), or any of their respective Subsidiaries, or all of them, as the context shall require.

“ Remedial Work ”: Any investigation, inspection, site monitoring, containment, clean-up, removal, response, corrective action, mitigation, restoration or other remedial work of any kind or nature because of, or in connection with, the current or future presence, suspected presence, Release or threatened Release in or about the air, soil, ground water, surface water or soil vapor at, on, about, under or within all or any portion of any property or Property of any Hazardous Substances, including any action to comply with any applicable Environmental Laws or directives of any Governmental Authority with regard to any Environmental Laws.

“ Remittance Date ”: The fifteenth (15 ^th ) day of each calendar month (or if such day is not a Business Day, the next following Business Day, or if such following Business Day would fall in the following month, the next preceding Business Day), or such other day as is mutually agreed to by Borrowers and Lender.

“ Rental Proceeds ”: All payments made by Tenants and received in respect of any Leased Property, including Monthly Lease Payments and fees, but excluding Security Deposits.

“ Repayment Period ”: The period commencing on the day immediately succeeding the last day of the Revolving Period and ending on the date that is twelve (12) months thereafter.

“ Reportable Event ”: Any event set forth in Section 4043(c) of ERISA, other than an event as to which the notice period is waived.

“ Reporting Date ”: The fifth (5 ^th ) Business Day of each month.

“ Representation Breach ”: Any representation, warranty, certification, statement or affirmation made or deemed made by any Relevant Party in any Loan Document to which it is a party (including those contained in Schedule 1 ) or in any certificate, notice, report or other document delivered by such Relevant Party pursuant to any Loan Document proves to be incorrect, false or misleading in any material respect when made or deemed made and if such representation, warranty, certificate, statement or affirmation is made or deemed made with respect to any Borrowing Base Property in Schedule 1 , without regard to any Knowledge or lack of Knowledge thereof by such Person and without regard to any qualification, representation or warranty relating to such Knowledge or lack of Knowledge

“ Required Amount ”: With respect to all Borrowers across all Operating Accounts, an amount calculated on any date of determination that is equal to the lesser of (i) the product of (x) the sum of (a) the aggregate Accrued Interest and (b) unpaid fees (including without limitation the Structuring Fees) and expenses of Borrowers due to Lender hereunder or under the other Loan Documents, in each case that has accrued over the Collection and Reporting Period related to the prior calendar month, multiplied by (y) 3 and (ii) the product of (x) the sum of (a) the aggregate Accrued Interest and (b) unpaid fees (including without limitation the Structuring Fees) and expenses of Borrowers due to Lender hereunder or under the other Loan Documents, in each case that are forecasted to be due for the Collection and Reporting Period in which such date of determination occurs based on the Aggregate Advance as of the beginning of such date of determination, multiplied by (y) 1.5.

“ Required Adjusted Tangible Net Worth ”: (i) In the case of the Sponsor, as of any date of determination prior to the Asset Manager Conversion, Adjusted Tangible Net Worth of at least $100,000,000 and (ii) in the case of the Parent Guarantor, as of any date of determination, Adjusted Tangible Net Worth of at least $500,000,000.

“ Required Liquidity ”: As of any date of determination, (i) with respect to the Sponsor and its Subsidiaries, on a consolidated basis, cash, cashiers’ checks and Cash Equivalents in an aggregate amount of at least $2,500,000 until the Asset Manager Conversion and (ii) with respect to Parent Guarantor and its Subsidiaries, on a consolidated basis, cash, cashiers’ checks and Cash Equivalents in an aggregate amount of at (x) least $5,000,000 prior to the Asset Manager Conversion and (y) $7,500,000 following the Asset Manager Conversion.

“ Requirements of Law ”: With respect to any Person or property or assets of such Person and as of any date, all of the following applicable thereto as of such date: all Governing Documents and existing and future laws, statutes, rules, regulations, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including Environmental Laws, ERISA, regulations of the Board of Governors of the Federal Reserve System, and laws, rules and regulations relating to usury, licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other Governmental Authority.

“ Reserve Requirement ”: For any Collection and Reporting Period, the aggregate of the rates (expressed as a decimal fraction) of reserve requirements in effect during such Collection and Reporting Period (including basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for Eurocurrency funding (currently referred to as “ Eurocurrency Liabilities ” in Regulation D of such Board of Governors) maintained by Lender.

“ Responsible Officer ”: With respect to any Person, the chief executive officer, the chief financial officer, the chief accounting officer, the treasurer or the chief operating officer of such Person or such other officer designated as an authorized signatory in such Person’s Governing Documents.

“ Responsible Person ”: Each Person identified by name and title on Schedule 9 hereto, and their successors from time to time to such titles (provided that Schedule 9 is updated to reflect such successors).

“ Revaluation Date ” with respect to any Borrowing Base Property, the date that is the earlier of (i) the first date on which Borrowers deliver an updated AVM for such Borrowing Base Property to Lender pursuant to Section 8.21 and (ii) the date on which Lender delivers to Borrowers any Appraisal (subsequent to the Appraisal obtained pursuant to Section 4.01(b)(ii) ) or BPO with respect to such Borrowing Base Property.

“ Revolving Period ”: The period commencing on the Closing Date and ending on the earlier of (x) (i) the second (2 ^nd ) anniversary of the Closing Date or (ii) if the Revolving Period Test is satisfied as of such second (2 ^nd ) anniversary of the Closing Date, the third (3 ^rd ) anniversary of the Closing Date and (y) if the Facility Termination Date shall have occurred under clause (ii) or (iii) of the definition of such term, such Facility Termination Date.

“ Revolving Period Test ”: Tested at the end of the twenty-fourth (24 ^th ) month following the Closing Date, the Revolving Period Test is achieved if: (i) the average daily Aggregate Advance for each month during the twelfth (12 ^th ) through the twenty-fourth (24 ^th ) months following the Closing Date is less than the Debt Yield for each such month (calculated utilizing eleven percent (11%) per annum as the applicable percent being tested); provided that if a Commitment Increase Event has occurred during such period, the Debt Yield shall be measured on the Borrowing Base Properties that were subject to Advances prior to the occurrence of such Commitment Increase Event, and (ii) the average daily Effective Collections Rate for each month during the twelfth (12 ^th ) through the twenty-fourth (24 ^th ) months following the Closing Date exceeds eighty-five percent (85%).

“ S&P ”: Standard and Poor’s Ratings Services, or, if Standard & Poor’s Ratings Services is no longer issuing ratings, another nationally recognized rating agency reasonably acceptable to Lender.

“ Sanctioned Entity ”: (a) A country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by the government of a country, (d) a Person ordinarily resident in or determined to be ordinarily resident in a country, that, in each case, is subject to a country sanctions program administered and enforced by the Office of Foreign Assets Control, or (e) a Person named on the list of Specially Designated Nationals maintained by the Office of Foreign Assets Control.

“ Secured Obligations ”: All obligations of Borrowers to pay when due the Aggregate Advance, unpaid Accrued Interest and all other obligations and liabilities of Borrowers to Lender arising under or in connection with the Loan Documents, whether now existing or hereafter arising.

“ Security Deposits ”: Any payments made by Tenants and received in respect of any SF Property that is a Leased Property that is in the nature of a security deposit.

“ SF Property ”: A Leased Property or a Non-Leased Property, as applicable, the fee title to which is held by a Borrower.

“ Single Employer Plan ”: Any Plan that is not a Multiemployer Plan.

“ Solvent ”: With respect to any Person at any time, having a state of affairs such that all of the following conditions are met at such time: (a) the fair value of the assets and property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 91(32) of the Bankruptcy Code, (b) the present fair salable value of the assets and property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in any business, and is not about to engage in any business, for which such Person’s assets and property would constitute unreasonably small capital.

“ Special Purpose Entity ”: A corporation, limited partnership or limited liability company or trust that, since the date of its formation (unless otherwise indicated in this Agreement) and at all times on and after the date hereof, complies with the provisions of Article 9 .

“ Sponsor ”: American Homes 4 Rent, LLC, a Delaware limited liability company, together with its permitted successors and assigns.

“ Springing Deed of Trust Trigger Event ”: The occurrence any of the following events: (i) if by the date that is three (3) months prior to the end of the Repayment Period, there are Advances outstanding on such date and any Borrower is unable to procure a written commitment for the refinance of the Secured Obligations either from Lender or another financial institution that (x) is signed by Lender or such financial institution providing such refinance facility, (y) sets forth a closing date for such refinance that is on or prior to the Facility Termination Date, and (z) sets forth a facility amount that is at least equal to the amount of all Secured Obligations then outstanding, or (ii) the occurrence of an Event of Default under Section 10.01(a) or (f) .

“ Structuring Fees ”: The Initial Structuring Fee and the Commitment Increase Structuring Fee.

“ Subcontractor ”: A property management company subcontracted by Asset Manager to perform services with respect to one or more Borrowing Base Properties, which subcontractor is listed on Schedule 10 hereto, as such Schedule may be updated from time to time in accordance with this Agreement.

“ Subcontractor Instruction Notice ”: The written notice in the form of Exhibit R hereto that is executed by the Asset Manager and may be delivered following the occurrence of an Asset Manager Termination Event and termination of the Asset Manager in accordance with Section 17.01(f) to each related Subcontractor by Lender informing such Subcontractor that Lender or its designee has replaced the Asset Manager.

“ Subsidiary ”: With respect to any Person, any corporation, partnership, limited liability company or other entity (heretofore, now or hereafter established) of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

“ Taxes ”: Defined in Section 12.04 .

“ Tenant ”: The tenant of a Leased Property named on the related Lease Agreement, together with any guarantor of such tenant’s obligations under such Lease Agreement.

“ Tenant Instruction Notice ”: With respect to a Leased Property that is a Borrowing Base Property, the written notice in the form of Exhibit N hereto that is executed by the Asset Manager and may be delivered following the occurrence of an Asset Manager Termination Event and termination of the Asset Manager in accordance with Section 17.01(f) to each related Tenant by Lender informing such Tenant that Lender or a replacement property manager has replaced the Asset Manager.

“ Termination Date ”: The later to occur of (i) the Facility Termination Date, or (ii) the date on which Borrowers provide Lender with notice to termination this Agreement; provided that all Secured Obligations have been irrevocably satisfied in full.

“ Transferor ”: The seller of an SF Property under a Purchase Agreement, which may be an Affiliate of the applicable acquiring Borrower.

“ UCC ”: The Uniform Commercial Code as in effect in the State of New York; provided , that, if, by reason of Requirements of Law, the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority.

“ Unused Fee ”: As of each Remittance Date, an amount equal to (i) if the average Aggregate Advance for the immediately preceding month is less than fifty percent (50%) of the Maximum Facility Amount, the product of (x) forty basis points (0.40%) and (y) the difference between fifty percent (50%) of the Maximum Facility Amount and the average Aggregate Advance for the immediately preceding month, (ii) if the average Aggregate Advance for the immediately preceding month is less than seventy-five percent (75%) of the Maximum Facility Amount but greater than or equal to fifty percent (50%) of the Maximum Facility Amount, the product of (x) twenty basis points (0.20%) and (y) the difference between seventy-five percent (75%) of the Maximum Facility Amount and the average Aggregate Advance for the immediately preceding month and (iii) if the average Aggregate Advance for the immediately preceding month is greater than or equal to seventy five percent (75%) of the Maximum Facility Amount, zero.

Section 2.02 Rules of Interpretation . Headings are for convenience only and do not affect interpretation. The following rules of this Section 2.01 apply unless the context requires otherwise. The singular includes the plural and conversely. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to an Article, Section, Subsection, Paragraph, Subparagraph, Clause, Annex, Schedule, Appendix, Attachment, Rider or Exhibit is, unless otherwise specified, a reference to an Article, Section, Subsection, Paragraph, Subparagraph or Clause of, or Annex, Schedule, Appendix, Attachment, Rider or Exhibit to, this Agreement, all of which are hereby incorporated herein by this reference and made a part hereof. A reference to a party to this Agreement or another agreement or document includes the party’s permitted successors, substitutes or assigns. A reference to an agreement or document is to the agreement or document as amended, modified, novated, supplemented or replaced, except to the extent prohibited by any Loan Document. A reference to legislation or to a provision of legislation includes a modification, codification, replacement, amendment or reenactment of it, a legislative provision substituted for it and a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes an omission, statement or undertaking, whether or not in writing. A Default under any Loan Document occurs until it has been cured or waived in writing by Lender. An Event of Default under any Loan Document occurs until it has been waived in writing by Lender. The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context clearly requires or the language provides otherwise. The word “including” is not limiting and means “including without limitation.” The word “any” is not limiting and means “any and all” unless the context clearly requires or the language provides otherwise. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” The words “will” and “shall” have the same meaning and effect. A reference to day or days without further qualification means calendar days. A reference to any time means New York time. This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their respective terms. Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed in accordance with GAAP, and all accounting determinations, financial computations and financial statements required hereunder shall be made in accordance with GAAP, without duplication of amounts, and on a consolidated basis with all Subsidiaries; provided, however, that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and Borrowers notify Lender that Borrowers request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if Lender notifies Borrowers that it requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities ) or other FASB standards allowing entities to elect fair value option for

financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. All terms used in Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as defined in such Articles 8 and 9. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person referenced therein. A reference to an agreement includes a security interest, guarantee, agreement or legally enforceable arrangement whether or not in writing. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Whenever a Person is required to provide any document to Lender under the Loan Documents, the relevant document shall be provided in writing or printed form unless Lender requests otherwise. At the request of Lender, the document shall be provided in computer disk form or both printed and computer disk form. The Loan Documents are the result of negotiations between the Parties, have been reviewed by counsel to Lender and counsel to Borrowers, and are the product of both Parties. No rule of construction shall apply to disadvantage one Party on the ground that such Party proposed or was involved in the preparation of any particular provision of the Loan Documents or the Loan Documents themselves. Except where otherwise expressly stated, Lender may give or withhold, or give conditionally, approvals and consents, and may form opinions and make determinations, in its sole and absolute discretion subject in all cases to the implied covenant of good faith and fair dealing. Reference in any Loan Document to Lender’s discretion, shall mean, unless otherwise expressly stated herein or therein, Lender’s sole and absolute discretion, and the exercise of such discretion shall be final and conclusive. In addition, whenever Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove (or any similar language or terms), or any arrangement or term is to be satisfactory or acceptable to or approved by Lender (or any similar language or terms), the decision of Lender with respect thereto shall be in the sole and absolute discretion of Lender, and such decision shall be final and conclusive. Any requirement of discretion or judgment by Lender shall not be construed to require Lender to request or await receipt of information or documentation not immediately available from or with respect to any Person, the Collateral or the SF Properties.

ARTICLE 3

THE ADVANCES

Section 3.01 Procedures .

(a) Making of Advances . Subject to the terms and conditions set forth in this Agreement, Lender agrees from time to time on any Business Day during the Revolving Period to make one or more loans (individually, an “ Advance ”; collectively, the “ Advances ”) to Borrowers in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser of (x) the Maximum Facility Amount and (y) the Borrowing Base; provided that, solely for purposes of this calculation, the amount determined by clause (b)(ii) of the definition of “Borrowing Base” with respect to Borrowing Base Properties for which the Revaluation Date has occurred, shall be equal to the product of (x) fifty percent (50.00%), and (y) the lesser of (A) the Initial Property Value for all such Borrowing Base Properties as of such date or (B) the Market Value for all such Borrowing Base Properties as of such date. Each Advance hereunder shall be in an

aggregate principal amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (except that, any such borrowing may be in an aggregate amount equal to (x) the Borrowing Base minus (y) the Aggregate Advance). Subject to the terms and conditions of this Agreement, during the Revolving Period, Borrowers may borrow and reborrow any amounts repaid to Lender.

(b) Requests for Advances . Not later than 3:00 p.m. at least two (2) Business Days prior to a borrowing under Section 3.01(a), Borrowers shall deliver to Lender an advance request substantially in the form of Exhibit H (“ Advance Request ”) executed by the chief executive officer, chief financial officer or chief accounting officer of each Borrower or such other officer of such Borrower designated by the chief executive officer or chief financial officer of such Borrower at any time in his or her discretion (provided that such chief executive officer or chief financial officer, as applicable, has provided Lender with written evidence of such designation). Each Advance Request shall specify the aggregate principal amount of the requested Advance and the proposed Advance Date.

(c) Funding of Advances . Not later than 3:00 p.m. New York time on each Advance Date, Lender shall, subject to the fulfillment of the conditions precedent set forth in Section 6.02 and, with respect to the Initial Advance, Section 6.01 , deposit the amount of the Advance to be made on such Advance Date in immediately available funds in the account specified by Borrowers in the Advance Request. Lender shall not be required to make any Advance if (i) the Repayment Period has commenced or (ii) any Cease Funding Event, Springing Deed of Trust Trigger Event, Borrowing Base Deficiency, Default or Event of Default then has occurred or would occur as a result of such Advance. Notwithstanding anything contained to the contrary herein, Lender shall have no obligation to fund Advances more than one (1) time per week.

Section 3.02 Notes .

(a) All Advances made by Lender hereunder shall be evidenced by the Note, dated the Closing Date, payable to Lender in a principal amount equal to the amount of the Maximum Facility Amount as originally in effect and otherwise duly completed. Lender shall have the right, upon its reasonable request, to have the Note subdivided, by exchange for promissory notes of lesser denominations or otherwise, which Note shall be promptly returned to the Borrowers following delivery of such replacement promissory notes. In addition, Lender shall promptly return to Borrowers the Notes and any replacement promissory notes, which have not previously been returned to Borrower, following the termination of this Agreement and the payment in full of all Secured Obligations (other than contingent indemnification obligations that have not yet been asserted).

(b) The date, amount and interest rate of each Advance made by Lender to the related Borrower, and each payment made on account of the principal thereof, shall be recorded by Lender on its books and, prior to any transfer of the Note, noted by Lender on the grid attached to the Note or any continuation thereof; provided , that the failure of Lender to make any such recordation or notation shall not affect the obligations of Borrowers to make a payment when due of the Secured Obligations or any other amount owing hereunder or under the Note in respect of the Advances.

Section 3.03 [Reserved] .

Section 3.04 Early Repayments .

(a) Optional Repayments . Borrowers may repay Advances (or a portion thereof), without premium or penalty, on any date by submitting a notice of repayment to Lender in the form Exhibit P attached hereto at least two (2) days prior to the date of such requested repayment and paying the principal amount of Advances indicated in such notice to repay, together with all Accrued Interest in respect of such amount being repaid to Lender on such date; provided that if such date is not a Remittance Date, Borrowers shall also pay to Lender any amount due under Section 12.03 . All cash transferred to Lender pursuant to this Section 3.04(a) shall be deposited into the applicable Operating Account, and shall be applied, on a pro rata basis to all outstanding Advances.

(b) Mandatory Repayment: Borrowing Base Deficiency .

(ii) A Notice of Borrowing Base Deficiency given on any Business Day shall be met, and the related Borrowing Base Deficiency satisfied, no later than 5:00 p.m. on the second (2 ^nd ) Business Day following delivery of such notice; provided that a Notice of Borrowing Base Deficiency given on the Business Day prior to a Remittance Date shall be met, and the related Borrowing Base Deficiency satisfied, no later than 5:00 p.m. on such Remittance Date.

(iii) Lender’s election not to deliver a Notice of Borrowing Base Deficiency at any time there is a Borrowing Base Deficiency shall not waive the Borrowing Base Deficiency or in any way limit or impair Lender’s right to deliver a Notice of Borrowing Base Deficiency at any time when the same or any other Borrowing Base Deficiency exists. Lender’s rights under this Section 3.04(b) are in addition to and not in lieu of any other rights of Lender under the Loan Documents or Requirements of Law.

(iv) All repayments made to Lender pursuant to this Section 3.04(b) shall be remitted directly to Lender.

(c) Mandatory Repayment: Property Dispositions . If any Borrowing Base Property is removed from the Borrowing Base Pool pursuant to Section 4.01(c) in connection with a concurrent sale of such Borrowing Base Property to another Person, and as a result of such removal the Aggregate Advance on the date of such removal exceeds the product of (x) fifty percent (50.00%), and (y) the Market Value of all such Borrowing Base Properties remaining as of such date, the Borrowers shall promptly following the receipt of

the proceeds of such sale repay a portion of the Aggregate Advance in an amount equal to such excess; provided , that after giving effect to such repayment, this Section 3.04(c) shall not restrict the Borrowers from otherwise incurring additional Advances pursuant to the terms of this Agreement.

Section 3.05 Repayment of Advances . Borrowers shall pay to Lender the Aggregate Advance, all unpaid Accrued Interest thereon and all other Secured Obligations then due and owing on the Facility Termination Date.

Section 3.06 [Reserved] .

Section 3.07 Payment of Accrued Interest and Fees .

(a) Interest on the Aggregate Advances shall accrue at the Applicable Interest Rate. Interest shall accrue on a 360-day-per-year basis for the actual number of days elapsed during the relevant period, reduced by the amount of interest in respect of such period previously paid by Borrowers to Lender with respect to such Advance. Interest on the Aggregate Advances shall be payable in arrears monthly on the Remittance Date in respect of the previous Collection and Reporting Period and on the Facility Termination Date.

(b) On each Remittance Date, Borrowers shall pay to Lender interest on the unpaid principal amount of each Advance in an amount equal to the Accrued Interest, as provided for, and in accordance with, Article 5 . Lender shall give Borrowers notice of the Accrued Interest and any fees and other amounts due under the Loan Documents on or prior to the Remittance Date; provided , that Lender’s failure to deliver such notice shall not affect Borrowers’ obligation to pay such amounts. If the Accrued Interest includes any estimated Accrued Interest, Lender shall recalculate such Accrued Interest after the Remittance Date and, if necessary, make adjustments to the Accrued Interest amount due on the following Remittance Date.

(c) Notwithstanding the foregoing, Borrowers shall pay to Lender interest at the applicable Default Rate on any principal of any Advance and on any other amounts payable by Borrowers hereunder or under the Note, that shall not be paid in full when due (whether at stated maturity, by acceleration or by mandatory prepayment or otherwise), for the period from and including the due date thereof to but excluding the date the same is paid in full.

(d) Borrowers shall pay to Lender all fees as and when due as set forth in this Agreement and the Fee Letter including, without limitation:

(i) the Initial Structuring Fee, which shall be fully earned on the Closing Date and shall be due and payable by Borrowers in twelve (12) equal monthly installments, with the first (1 ^st ) monthly installment payable on the Closing Date and the remaining eleven (11) monthly installments payable on each of the next eleven Remittance Dates occurring thereafter, commencing in the calendar month following the Closing Date and (y) the Commitment Increase Structuring Fee, which shall be fully earned on the occurrence of a Commitment

Increase Event and shall be due and payable by Borrowers in twelve (12) equal monthly installments, with the first (1 ^st ) monthly installment payable on the closing of a Commitment Increase Event and the remaining eleven (11) monthly installments payable on each of the next eleven Remittance Dates occurring thereafter, commencing in the calendar month following the first Advance Date following the occurrence of a Commitment Increase Event. Notwithstanding the foregoing, upon the occurrence of an Accelerated Repayment Date or upon any early termination of this Agreement, any portion of the Structuring Fees that has been earned but has not been paid by Borrowers as of such date shall be immediately due and payable in full;

(ii) the Arranger Fee, which shall be fully earned, due and payable and non-refundable on the closing of a Commitment Increase Event;

(iii) the Administrative Fee, which shall be fully earned, due and payable and non-refundable on the date on which a Commitment Increase Event is exercised and on each anniversary of such date; and

(iv) the Unused Fee, which shall be tested on each Remittance Date (beginning on the Remittance Date that is ten (10) months following the Closing Date), and if due, payable on such Remittance Date and shall be non-refundable when paid.

Section 3.08 Payment, Transfer and Custody .

(a) Unless otherwise expressly provided herein, all amounts required to be paid or deposited by any Borrower or any other Person (including without limitation, the Asset Manager) under the Loan Documents shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due (or such other time as may be specified in such Loan Document), in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. No Relevant Party shall have any rights in, rights of withdrawal from, or rights to give notices or instructions regarding any Account, unless otherwise permitted in the related Account Control Agreement, the Management Agreements, the Asset Manager Letter Agreement or this Agreement. Amounts in the Operating Accounts shall not be invested by Lender without the written consent of Borrowers.

(b) [Reserved.]

Section 3.09 Secured Obligations Absolute . All amounts payable by Borrowers under the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the Secured Obligations shall not be released, discharged or otherwise affected, except as expressly provided herein, by reason of: (a) any damage to, destruction of, taking of, restriction or

prevention of the use of, interference with the use of, title defect in, encumbrance on or eviction from, any Collateral or related Property, (b) any Insolvency Proceeding relating to any Borrower, or any action taken with respect to any Loan Document, Governing Document or Property Document by any trustee or receiver of any Borrower or by any court in any such proceeding, (c) any claim that any Borrower has or might have against Lender under any Loan Document or otherwise, (d) any default or failure on the part of Lender to perform or comply with any Loan Document or other agreement with any Borrower, (e) the invalidity or unenforceability of any Collateral, Loan Document or Property Document, or (f) any other occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not any Borrower has notice or Knowledge of any of the foregoing. The Secured Obligations shall be full recourse to Borrowers. This Section 3.09 shall survive the termination of the Loan Documents and the payment in full of the Secured Obligations.

Section 3.10 Tax Treatment . Each party to this Agreement acknowledges that it is intended that each Advance be treated, for U.S. federal income tax purposes, as indebtedness of Borrowers (or, if the relevant Borrower is a disregarded entity for U.S. federal income tax purposes, of the sole owner of such Borrower of such purposes) that is secured by the Collateral, and that the Collateral is owned by Borrowers (or its sole owners, as described above). All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment unless and to the extent required by Requirements of Law.

Section 3.11 Commitment Increase .

(a) Borrowers shall have the right to increase the Maximum Facility Amount one or more times by obtaining additional Commitments, to be provided on the same terms as herein set forth with respect to Lender’s Commitment, either from Lender or another one or more lending institutions (each such lending institution a “ New Lender ”) provided that: (i) each increase shall be in a minimum amount of $25,000,000, (ii) the Maximum Facility Amount may not be increased in excess of an aggregate amount of $1,000,000,000 under this Section 3.11 , (iii) no Default or Event of Default shall occur on the effective date of the increase or would result therefrom; (iv) Lender (whether or not it is providing all or any portion of such additional Commitments) agrees to such increase by executing an Increased Commitment Supplement; and (v) if a New Lender would be providing any portion of such additional Commitment, such New Lender is acceptable to Lender in its discretion. It is understood and agreed that, upon Borrower’s request, Lender shall use its commercially reasonable efforts to secure New Lenders for such additional Commitments and that in the absence of securing New Lenders for such additional Commitments Lender may, but shall not have any obligation whatsoever to, notwithstanding anything herein or in any other Loan Document to the contrary, fund such additional Commitment. Subject to the foregoing provisions, an increase in the Commitments made in accordance with this Section shall become effective on the date Lender receives: (A) a properly completed Increased Commitment Supplement executed by Borrowers, Lender and the New Lenders (if any), (B) if requested by Lender or any New Lender, legal opinions, in form and substance, and from counsel, reasonably satisfactory to Lender with respect thereto and (C) an amendment to this Agreement pursuant to Section 3.11(b) hereof. If following any increase to the Commitments hereunder, the outstanding Advances are not held pro rata between Lender and any New Lenders in accordance with their respective Commitments, then on the Business Day following any such increase, all

outstanding Advances shall be reallocated among Lender and any New Lenders in accordance with Lender’s and such New Lenders’ respective percentage share of the aggregate Commitment amount (provided that such Advances shall not be reallocated among Lender and New Lenders prior to the expiration of the applicable Collection and Reporting Period in effect at the time of any such increase). Any advances made under this Section by a New Lender shall be deemed to be a purchase of a corresponding amount of the outstanding Advances of Lender or any other New Lender who shall receive such advances.

(b) Prior to any New Lender becoming a party pursuant to this Section 3.11 , each of Lender and Borrowers hereby agrees to amend the terms of this Agreement and other Loan Documents, as applicable, to include those standard agency, voting and other provisions as may be reasonably requested by Lender or Borrowers to account for the appointment of an administrative agent and the fact that there will be multiple lenders under this Agreement, but, in any event, subject to the mutual agreement of the Lender and the Borrowers.

ARTICLE 4

MAINTENANCE OF BORROWING BASE

Section 4.01 Updates to the Borrowing Base.

(a) Initial Eligible Properties . The Eligible Properties identified on Schedule 4 shall, on the Closing Date, be the initial Borrowing Base Properties (the “ Initial Borrowing Base Properties ”). The Initial Property Value attributable to such Borrowing Base Properties shall be as set forth on Schedule 4 on the Closing Date and, for the avoidance of doubt, shall be the basis for calculating the Borrowing Base for purposes of the Initial Advance.

(b) Addition of Properties to the Borrowing Base .

(i) At any time prior to the Facility Termination Date, but not more frequently than once per calendar week, Borrowers may notify Lender that they desire to include additional Eligible Properties in the Borrowing Base Property Pool (each, an “ Additional Borrowing Base Property ”) by submitting to Lender:

(1) a borrowing base addition notice duly completed and in substantially the form of Exhibit E-1 (a “ Borrowing Base Addition Notice ”);

(2) all the Property Documents for each such Additional Borrowing Base Property (which, for the avoidance of doubt, may be delivered electronically);

(3) a Property Schedule for each such Additional Borrowing Base Property (which, for the avoidance of doubt, may be delivered electronically);

(4) for any Additional Borrowing Base Property that is a Leased Property, current rent roll (including actual and expected rents), if applicable, for such Additional Borrowing Base Property (which, for the avoidance of doubt, may be delivered electronically);

(5) to the extent obtained by a Borrower or Asset Manager with respect to any such Additional Borrowing Base Property copies (which, for the avoidance of doubt, may be delivered electronically) of all (x) certificates of occupancy issued by the appropriate governmental authority and/or a letter certifying that the related Property is in material compliance with all applicable zoning laws issued by the appropriate governmental authority, and (y) a zoning report in form and prepared by a zoning consultant satisfactory to Lender or evidence that the related title policy includes a zoning endorsement;

(6) [reserved]; and

(7) such other information as Lender may reasonably request with respect to such Additional Borrowing Base Properties for the purpose of confirming that such Additional Borrowing Base Properties are Eligible Properties (the documents and information in items (1)-(7), collectively, the “ Eligible Property Information ”).

(ii) Within five (5) Business Days after Lender receives a submission by Borrowers of Eligible Property Information, Lender shall (A) as it determines necessary, obtain an Appraisal with respect to each Additional Borrowing Base Property included in such submission (the costs of which shall be reimbursed by the applicable Borrower up to an amount not to exceed $85 per Appraisal) and (B) notify Borrowers, in writing, of (x) any Additional Borrowing Base Properties that do not satisfy the Acquisition Parameters or any other Eligible Property criteria, (y) the value of such Additional Borrowing Base Property set forth in any such Appraisal obtained by the Lender, and (z) any required adjustments, based on such Appraisal, to the updated Borrowing Base proposed by Borrowers in the related Borrowing Base Addition Notice. Any Additional Borrowing Base Properties identified in the applicable Borrowing Base Addition Notice with respect to which Lender does not provide notice to Borrowers pursuant to clause (B) above, within five (5) Business Days after Lender receives a submission by Borrowers of the applicable Eligible Property Information, shall be deemed to be included in the Borrowing Base Property Pool; provided that the failure of Lender to provide notice to Borrowers pursuant to clause (B) above shall not constitute a waiver by Lender of any of the requirements set forth in the definition of “Eligible Property” or this Section 4.01(b) that must be satisfied by the Borrowers for inclusion of an Eligible Property in the Borrowing Base Property Pool nor shall it limit Lender’s right to make a determination that a Borrowing Base Deficiency exists pursuant to Section 3.04(b) . Except as otherwise provided in the applicable Borrowing Base Addition Notice with respect to an Eligible Property, upon the inclusion of an Eligible Property in the Borrowing Base Property Pool, Borrowers will be deemed to make the representations and warranties hereto with respect to such Eligible Property, as set forth in Sections 7.10 , 7.11 and 7.12 and Schedule 1.

(c) Removal of Properties from the Borrowing Base . At any time prior to the Facility Termination Date, Borrowers may, upon not less than three (3) Business Days’ notice to Lender, remove a Borrowing Base Property from the Borrowing Base Property Pool, subject to the following conditions: (i) no Default or Event of Default shall have occurred (other than a Default or Event of Default that would be cured by removal of such SF Property from the Borrowing Base Property Pool) or would result therefrom, and (ii) Borrowers shall have delivered to Lender a notice in substantially the form of Exhibit E-2 (a “ Borrowing Base Removal Notice ”), setting forth the new proposed Borrowing Base following the removal of such SF Property from the Borrowing Base Property Pool and confirming that the removal of such SF Property will not, after giving effect to such removal, result in a Borrowing Base Deficiency. Within three (3) Business Days after Lender receives a Borrowing Base Removal Notice, Lender shall notify Borrowers, in writing, if any of the conditions for removal set forth in the preceding sentence have not been satisfied with respect to any SF Property identified in the applicable Borrowing Base Removal Notice. Any SF Properties identified in a Borrowing Base Removal Notice with respect to which Lender does not provide notice to Borrowers pursuant to the preceding sentence, within three (3) Business Days after Lender receives such Borrowing Base Removal Notice, shall be deemed to be removed from the Borrowing Base Property Pool and to no longer be a Borrowing Base Property as of such third (3 ^rd ) Business Day.

ARTICLE 5

APPLICATION OF INCOME

Section 5.01 Accounts; Remittance of Income and Other Amounts .

(a) Each of the Accounts shall be established at the Account Bank. Subject to Section 5.01(d) , Lender shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a) of the UCC) over the Account. No Borrower or any Person claiming through or under a Borrower shall have any claim to or interest in any Account other than the access and withdrawal rights specified in Section 5.01(d) . All Net Income received by any Relevant Party, the Asset Manager or Account Bank, as well as any interest received from the reinvestment of such Net Income, shall be deposited directly into the applicable Account in accordance with Section 5.01(b) .

(b) Borrowers shall ensure that all Rental Proceeds with respect to Leased Properties maintained by Asset Manager that are Borrowing Base Properties are made or remitted directly into the applicable trust account maintained by or on behalf of the Asset Manager without being first deposited into any other account. Borrowers shall ensure that all Security Deposits with respect to each Leased Property are made or remitted directly into the applicable Tenant trust account without being first deposited into any other account.

(c) All amounts on deposit in each such trust account with respect to Borrowing Base Properties that constitute Net Income (other than Security Deposits) shall be remitted to the related Operating Account promptly, but in any event, not later than the Business Day prior to the Remittance Date occurring in each month. All amounts on deposit in each Operating Account shall be applied on each Remittance Date by the Account Bank in accordance with this Article 5 .

(d) Each Borrower shall have the right to access its Operating Account at any time and make withdrawals of the amounts on deposit thereon; provided that (i) no (x) Accelerated Repayment Date has occurred, (y) Event of Default has occurred or (z) Borrowing Base Deficiency then exists and (ii) an amount equal to the Required Amount (calculated with respect to such Borrower) remains in the Operating Account at all times. Notwithstanding the foregoing, such Borrower may access its Operating Account and make withdrawals of the amounts on deposit thereon as necessary to make the distributions contemplated by the first and second provisos of Section 8.17 so long as no (1) Accelerated Repayment Date has occurred, (2) Event of Default has occurred (provided that, notwithstanding that an Event of Default has occurred, a Borrower may request in writing that Lender agree to permit such withdrawals and Lender shall agree to permit such Borrower to make such withdrawals following Lender’s receipt of such written request, unless such Event of Default occurred pursuant to Section 10.01(a) or 10.01(e)(i) ) or (3) Borrowing Base Deficiency then exists.

Section 5.02 Application of Income Before an Event of Default .

(a) If no Accelerated Repayment Date or Event of Default pursuant to Section 10.01(a) or (e)(i) has occurred, Lender shall instruct the Account Bank to apply all Net Income deposited in each Operating Account during each Collection and Reporting Period on the next following Remittance Date in the following order of priority on an aggregate basis:

First , to Lender, an amount equal to the Accrued Interest calculated with respect to the related Collection and Reporting Period and all fees (including the Structuring Fees), expenses and Indemnified Amounts then due and payable from Borrowers and other applicable Persons to Lender under the Loan Documents;

Second , to Lender, an amount sufficient to eliminate any Borrowing Base Deficiency outstanding as of such date (without limiting Borrowers’ obligation to make a repayment to cure a Borrowing Base Deficiency as required by Section 3.04(b) ); and

Third , to remain in the Operating Accounts, all remaining amounts, which the Borrowers may withdraw in accordance with Section 5.01(d) .

(b) [Reserved].

Section 5.03 After Event of Default . If an Accelerated Repayment Date or Event of Default pursuant to Section 10.01(a) or (e)(i) has occurred, all Net Income deposited into any Operating Account shall be applied by Account Bank, on the Business Day immediately following the Business Day on which each amount of Net Income is so deposited at the direction of Lender in any manner Lender deems appropriate.

Section 5.04 Borrowers to Remain Liable . If the amounts remitted to Lender as provided in Sections 5.02 , 5.03 or 5.04 are either (a) insufficient to pay all amounts then due and payable from Borrowers to Lender under this Agreement or any Loan Document or (b) otherwise leave an Operating Account with an amount that is less than the applicable Required Amount (other than as a result of a Borrower making withdrawals from such Operating Account to make the distributions contemplated by the first and second provisos of Section 8.17 to the extent

such withdrawal is permitted under Section 5.01(d)), Lender shall, on the applicable Remittance Date, provide Borrowers with an invoice in substantially the form of Exhibit J setting forth receipt of the shortfall and Borrowers shall pay such shortfall to Lender within three (3) Business Days of such invoice, which amount may be funded with an Advance permitted hereunder.

Section 5.05 Lender’s Reports to Borrower .

(a) [Reserved.]

(b) Prior to any Remittance Date, Lender shall provide to each Borrower and Asset Manager an invoice showing in reasonable detail the calculation of all Accrued Interest, fees and expenses due on such Remittance Date under this Agreement, the Fee Letter and any other Loan Document.

(c) On each Remittance Date, Lender shall provide each Borrower with a notice, substantially in the form of Exhibit J , setting forth the LIBO Rate for the then-current Collection and Reporting Period.

(d) Lender shall provide to each Borrower and Asset Manager such other weekly and monthly reports as any Borrower shall reasonably request.

ARTICLE 6

CONDITIONS PRECEDENT

Section 6.01 Conditions Precedent to the Initial Advance . Lender shall not be obligated to make the Initial Advance until the following conditions have been satisfied (as determined by Lender in its discretion) or waived in writing by Lender, on and as of the Closing Date and the Initial Advance Date:

(a) Lender has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Loan Document that will be entered into in connection with the Closing Date duly executed and delivered by each of the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to each Borrower, Parent Guarantor, Asset Manager and Pledgor/Guarantor, (iii) certificates of the secretary or an assistant secretary of each Borrower, Parent Guarantor, Asset Manager and Pledgor/Guarantor, together with copies of their respective Governing Documents, applicable corporate resolutions and incumbencies and signatures of officers who are executing the applicable Loan Documents, evidencing the respective authority of each Borrower, Parent Guarantor, Asset Manager and Pledgor/Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) [reserved], (vi) [reserved], (vii) such opinions from nationally recognized counsel to each Borrower, Parent Guarantor and Pledgor/Guarantor as Lender may require, including with respect to corporate matters, enforceability of each of the Loan Documents, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Collateral, the Accounts and any other collateral pledged pursuant to the Loan Documents, and Investment Company Act matters, (viii) to the extent applicable, duly executed amendments to all Governing Documents for the Borrowers, reasonably acceptable to Lender, to provide for separateness in conformity

with Section 9.01 , (ix) evidence that an Operating Account has been established for each Borrower as of the Closing Date; (x) an executed Power of Attorney in the form of Exhibit L for each Borrower, (xi) an executed Tenant Instruction Notice, (xii) an executed Subcontractor Instruction Notice and (xiii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require;

(b) Lender has received all Eligible Property Information with respect to the Initial Borrowing Base Properties;

(c) (i) UCC financing statements have been filed against each Borrower and Pledgor/Guarantor in all filing offices required by Lender, (ii) Lender has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to each Borrower, Parent Guarantor and Pledgor/Guarantor as Lender may require, and (iii) the results of such searches are reasonably satisfactory to Lender;

(d) Lender has received payment from Borrowers of all fees and expenses then payable by Borrowers under the Fee Letter and the other Loan Documents, as contemplated by Section 13.02 ;

(e) Lender has received original limited liability company certificates evidencing 100% of the Capital Stock of each Borrower together with appropriate transfer and assignment documents in blank duly executed or endorsed by Pledgor;

(f) copies of each applicable Management Agreement;

(g) duly executed Asset Management Letter Agreements which comply with the provisions in Section 17.01(e) ; and

(h) Lender has completed to its satisfaction such due diligence of the Relevant Parties (including, Lender’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion.

Section 6.02 Conditions Precedent to All Advances . Lender shall not be obligated to make any Advance (including the Initial Advance), or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied (as determined by Lender in its reasonable discretion) or waived in writing by Lender:

(a) Lender has received from Borrowers an Advance Request;

(b) immediately before such Advance and after giving effect thereto and to the intended use thereof, no Default or Event of Default has occurred and no Borrowing Base Deficiency, Cease Funding Event or Material Adverse Effect exists and is continuing, nor shall the Repayment Period have commenced;

(d) [reserved];

(e) [reserved]; and

(f) the representations and warranties of a Borrower, Parent Guarantor, Asset Manager or Pledgor/Guarantor set forth in this Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

The failure of Borrowers to satisfy any of the conditions precedent in this Article 6 with respect to any Advance or Collateral shall, unless such failure was waived in writing by Lender on or before the related Advance Date, give rise to the right of Lender at any time to not consummate the related Advance.

Section 6.03 Additional Borrowers . If Borrowers desire any additional Borrowers be added to this Agreement in connection with an Advance or otherwise (each, an “ Additional Borrower ”), Lender shall have received a Joinder Agreement duly executed by such Additional Borrower and each of the conditions precedent set forth therein shall have been satisfied in connection with such Additional Borrower.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF BORROWERS

Each Borrower (unless otherwise specified herein) represents and warrants on and as of the date of this Agreement, each Advance Date, and at all times when any Loan Document or Advance is in full force and effect, except as set forth in Schedule 3 , as follows:

Section 7.01 Borrower . Borrower has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its incorporation, organization or formation. Borrower (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, including the pledge of the Collateral, except, in the cases of clauses (a), (b), (c)(w) and (c)(x), where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower’s exact legal name is set forth in the preamble and signature pages of this Agreement. Borrower’s location (within the meaning of Article 9 of the UCC) is set forth on Schedule 2 attached hereto, and the offices where Borrower keeps all records (within the meaning of Article 9 of the UCC) relating to the Collateral (other than property management offices maintained pursuant to the Management Agreements) and the Borrower’s chief executive office are as of the Closing Date at the addresses of Borrower referred to in Schedule 2 . Borrower has not changed its name or location (within the meaning of Article 9 of the UCC) within the twelve (12) months preceding the Closing Date. As of the Closing Date, Borrower’s organizational identification number and its tax identification number are set forth on Schedule 2 attached hereto. Borrower has no subsidiaries. The fiscal year of Borrower is the calendar year. As of the Closing Date, Borrower has no Indebtedness, Contractual Obligations or Investments

other than (a) the Loan Documents, (b) the Indebtedness, Contractual Obligations and Investments described on Schedule 7.01 attached hereto and (c) Indebtedness, Contractual Obligations and Investments permitted under Section 8.05 . As of the Closing Date, Borrower does not have any trade names other than as described on Schedule 6 attached hereto.

Section 7.02 Loan Documents . Each Loan Document to which Borrower is a party has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and general principles of equity. The execution, delivery and performance by Borrower of each Loan Document to which it is a party do not (a) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, any (i) Governing Document, Indebtedness, Guarantee Obligation or Contractual Obligation of, or binding upon, Borrower or any of its properties or assets, (ii) Requirements of Law, including any “bulk sales” or similar law, or (iii) approval, consent, judgment, decree, order or demand of any Governmental Authority, or (b) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of Borrower. All approvals, authorizations, consents, orders, filings, notices or other actions of any Person or Governmental Authority required for the execution, delivery and performance by Borrower of the Loan Documents to which it is a party and the grant of a security interest in the Collateral to Lender, have been obtained, effected, waived or given and are in full force and effect. There is no litigation, proceeding or investigation pending or, to the Knowledge of Borrower threatened, against Borrower or any other Relevant Party before any Governmental Authority (a) asserting the invalidity of any Loan Document, (b) seeking to prevent the consummation of any Advance, or (c) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

Section 7.03 Solvency . As of the Closing Date, none of Borrower, Sponsor, Parent Guarantor, Asset Manager or Pledgor/Guarantor has ever been the subject of an Insolvency Proceeding. Each of (i) the Parent Guarantor and its Subsidiaries, taken as a whole, and (ii) the Borrowers, taken as a whole, is Solvent. Borrower is not entering into the Loan Documents or any Advance with the actual intent to hinder, delay or defraud any creditor of Borrower or any other Relevant Party. Borrower has received or will receive reasonably equivalent value for the Loan Documents and each Advance. Borrower has adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. Borrower is generally able to pay, and as of the date hereof is paying, its debts as they come due.

Section 7.04 Taxes . Borrower and each other Relevant Party have filed all required federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid prior to delinquency all material taxes (including mortgage recording taxes), assessments, fees, and other governmental charges payable by them, or with respect to any of their properties or assets, except as are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP or such taxes described clauses (f) and (g) of Permitted Liens. Borrower and each Relevant Party have paid, or have established appropriate reserves in accordance with GAAP for, all such taxes for all prior fiscal years and for the current fiscal year to date. There is no action, suit, proceeding, investigation, audit or claim relating to any such taxes (other than such taxes described in clauses (f) and (g) of Permitted Liens) now pending or, to the Knowledge of

Borrower, threatened in writing by any Governmental Authority that is material to the Borrowers taken as a whole or which is not being contested or expected to be contested in good faith as provided above or which is otherwise not expected to paid upon the final determination of any such action, suit, proceeding, investigation, audit or claim. Neither Borrower nor any Relevant Party has entered into any agreement or waiver extending any statute of limitations relating to the payment or collection of taxes (other than such taxes described clauses (f) and (g) of Permitted Liens) in a manner that is materially adverse to the Borrowers taken as a whole. There are no Liens (other than Permitted Liens) for taxes against the assets of any Relevant Party. Borrower does not intend to treat any Advance as being a “reportable transaction” as defined in Treasury Regulation Section 1.6011-4. If Borrower determines to take any action inconsistent with such intention, it will promptly notify Lender, in which case Lender may treat each Advance as subject to Treasury Regulation Section 301.6112-1 and maintain the lists and other records required thereunder.

Section 7.05 Financial Condition . The audited balance sheet of Parent Guarantor for the fiscal year most recently ended for which such balance sheet is available, and the related audited statements of income and stockholders’ equity and of cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the audit conducted by such Person’s independent certified public accountants, copies of which have been delivered to Lender pursuant to Section 8.09(b) , are complete and correct in all material respects and present fairly in all material respects the financial condition of Parent Guarantor as of such date and the results of its operations and cash flows for the fiscal year then ended. All such financial statements, including related schedules and notes, were prepared in accordance with GAAP, except as disclosed therein. No Relevant Party has any material contingent liability or liability for taxes or any long term lease or unusual forward or long term commitment, including any Derivative Contract, which is not reflected in the foregoing statements or notes.

Section 7.06 True and Complete Disclosur e . The information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules (other than projections and information of a general economic or industry nature) furnished by or on behalf of Borrower to Lender in connection with the Loan Documents and the Advances, when taken as a whole, do not, when furnished, contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information (other than projections and information of a general economic or industry nature) furnished after the date hereof by or on behalf of Borrower to Lender in connection with the Loan Documents and the Advances will, at the time the same was so furnished, be true, correct and complete in all material respects, or in the case of projections will be based on reasonable estimates prepared and presented in good faith, on the date as of which such information is stated or certified, but with it being understood that such projections are not a guarantee of future performance and that such future performance may vary materially from such projections.

Section 7.07 Compliance with Laws . (i) Borrower has complied with all Requirements of Laws, and (ii) no Collateral or SF Property contravenes any Requirements of Laws, except, in the case of each of clauses (i) and (ii), as could not reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any Affiliate of Borrower (a) is an “enemy” or an “ally of the enemy” as defined in the Trading with the Enemy Act of 1917, (b) is in violation of any Anti-Terrorism

Laws, (c) is a blocked person described in Section 1 of Executive Order 13224 or to its Knowledge engages in any dealings or transactions with any such blocked person, (d) is in violation of any country or list based economic and trade sanction administered and enforced by the Office of Foreign Assets Control (“ OFAC ”), (e) is a Sanctioned Entity, (f) has more than 10% of its assets located in Sanctioned Entities, or (g) derives more than 10% of its operating income from investments in or transactions with Sanctioned Entities. The proceeds of any Advance have not been and will not be used to fund any operations in, finance any investments or activities in or make any payments to a Sanctioned Entity in violation of OFAC’s economic sanctions programs. No Relevant Party (a) is an “investment company” as defined in the Investment Company Act of 1940, or (c) is subject to regulation by any Governmental Authority limiting its ability to incur the Secured Obligations. Except as could not reasonably be expected to have a Material Adverse Effect, no Properties presently or to the Knowledge of Borrower, previously owned or leased by Borrower contain any Hazardous Substances that constitute a violation of Environmental Laws or reasonably could be expected to give rise to liability of any Relevant Party thereunder. Borrower has no Knowledge of any violation, alleged violation, non-compliance, liability or potential liability of Borrower under any Environmental Law, in each case, which could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect. Borrower has not released, transported, generated, treated, stored or disposed of any Hazardous Substances in violation of Environmental Laws or in a manner that reasonably could be expected to give rise to liability of any Relevant Party thereunder. Each Relevant Party and all Affiliates thereof are in compliance with the Foreign Corrupt Practices Act of 1977 and any foreign counterpart thereto. No Relevant Party or Affiliate thereof has made, offered, promised or authorized a payment of money or anything else of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to any foreign official, foreign political party, party official or candidate for foreign political office, or (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to any Relevant Party or Affiliate thereof or any other Person, in violation of the Foreign Corrupt Practices Act.

Section 7.08 Compliance with ERISA . With respect to any Plan, during the immediately preceding five (5) year period, (a) neither a Reportable Event nor an “accumulated funding deficiency” nor “an unpaid minimum required contribution” as defined in the Code or ERISA has occurred, (b) each Plan has complied with the applicable provisions of the Code and ERISA, except where the failure to comply could reasonably be expected to have a Material Adverse Effect, (c) no termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded, and (d) no Lien in favor of the PBGC or a Plan has arisen. The present value of all accumulated benefit obligations under each Single Employer Plan (based on the assumptions used for the purposes of Statement of Financial Accounting Standards 87) did not, as of the last annual valuation date prior to the date hereof, exceed the value of the assets of such Single Employer Plan. No Relevant Party is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan. Each Relevant Party provides medical or health benefits to former employees as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “ COBRA ”). None of the assets of any Relevant Party are deemed to be plan assets within the meaning of 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA.

Section 7.09 No Default or Material Adverse Effect . No Default or Event of Default has occurred. As of the Closing Date, no default or event of default (however defined) exists under any Indebtedness of Borrower with an aggregate outstanding principal amount in excess of $1,000,000. Borrower has no Knowledge of any actual or prospective development, event or other fact that could reasonably be expected to have a Material Adverse Effect. Borrower has delivered to Lender all Management Agreements with respect to the Borrowing Base Properties, and as of the Closing Date, to Borrower’s Knowledge no material default or event of default (however defined) exists thereunder. No Internal Control Event has occurred. Borrower is not subject to any credit facility, repurchase facility, or other similar facility for borrowing other than this Agreement.

Section 7.10 Borrowing Base Properties . No Borrowing Base Property is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Borrowing Base Property or otherwise, by any Relevant Party, Transferor or other Person, except, in each case, as set forth in the Property Documents delivered to Lender, or as could not reasonably be expected to have a Property Material Adverse Effect. None of the Property Documents in respect of any Borrowing Base Property has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed (except for the ninety (90) day period set forth in clause (iv) of the Eligible Property and Permitted Liens) to any Person other than the applicable Borrower or Lender.

Section 7.11 Borrowing Base Properties Acquired from Transferors . With respect to each Borrowing Base Property purchased by a Borrower from a Transferor, such Borrowing Base Property was acquired from such Transferor on a legal true sale or true contribution basis pursuant to a Purchase Agreement. With respect to each Borrowing Base Property purchased by a Borrower from an Affiliate thereof, (a) such Transferor received reasonably equivalent value in consideration for the transfer of such Borrowing Base Property (which for the avoidance of doubt, the Parties hereto agree that equivalent value shall include, but not be limited to, any increase in value of the Equity Interests in such Borrower held by the Pledgor/Guarantor as a result of transferring such Borrowing Base Property pursuant to a capital contribution), (b) no such transfer was made for or on account of an antecedent debt owed by such Transferor to such Borrower and (c) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code.

Section 7.12 Transfer and Security Interest . This Agreement creates a valid and effective security interest in favor of the Lender of all right, title and interest of Borrower in, to and under all Collateral, free and clear of any Liens (other than the Liens granted to Lender hereunder and other Permitted Liens). With respect to the protective security interest granted by Borrower in Section 11.01 , upon the filing of the UCC financing statements in the appropriate offices against Borrower, such security interest shall be a valid first priority perfected security interest in the Collateral to the extent such security interest can be perfected by filing or under the UCC. For purposes of this Section 7.12. “ Collateral ” means the Collateral (as defined in Section 11.01(a) and other than the Collateral described in Section 11.01(a)(i) ). Borrower has not sold, assigned, pledged, granted a security interest in, encumbered or otherwise conveyed any of the Collateral to any Person other than pursuant to the Loan Documents or as permitted by the Loan Documents. Borrower has not authorized the filing of and is not aware of any effective

UCC financing statements filed against Borrower as debtor that include the Collateral, other than any financing statement that has been terminated or filed pursuant to this Agreement or filed in connection with a Permitted Lien.

Section 7.13 No Broker . No Relevant Party has dealt with any broker, investment banker, agent or other Person, except for Lender or an Affiliate of Lender, who may be entitled to any commission or compensation in connection with any Advance as set forth in this Agreement and the Fee Letter.

Section 7.14 [Reserved] .

Section 7.15 Separateness . Borrower is in compliance with the requirements of Article 9 .

Section 7.16 [Reserved] .

Section 7.17 [Reserved] .

Section 7.18 No Adverse Selection . No procedures believed by Borrower to be adverse to Lender in any material respect were utilized by any Relevant Party in identifying or selecting the Properties to be included in the Borrowing Base Property Pool.

ARTICLE 8

COVENANTS OF BORROWER

From the date hereof until the Secured Obligations (other than contingent indemnification obligations that have not yet been asserted) are paid in full and the Loan Documents are terminated, each Borrower (unless otherwise specified herein) shall perform and observe the following covenants, which shall (a) be given independent effect (so that if a particular action or condition is prohibited by any covenant, the fact that it would be permitted by an exception to or be otherwise within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists), (b) shall also apply to all Subsidiaries of such Borrower and (c) for the sake of clarity, apply to all Borrowers hereunder:

Section 8.01 Existence; Governing Documents; Conduct of Business .

(a) Borrower shall (i) preserve and maintain its legal existence, (ii) qualify and remain qualified in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, (ii) comply with its Governing Documents, including all special purpose entity provisions, and (iii) not terminate its Governing Documents or modify or amend any special purpose entity provision of its Governing Documents or any other provision of its Governing in a manner adverse to the interests of the Lender in any material respect.

(b) Borrower shall (i) not engage in any lines of business other than the business of acquiring, owning, renovating, leasing and disposing of residential real properties and all activities incidental thereto, as conducted by it as of the Closing Date and (ii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain and preserve all of its rights, privileges, licenses and franchises necessary for the operation of its business.

(c) Borrower shall not change its name, organizational number, tax identification number, fiscal year, method of accounting, organizational structure or jurisdiction of organization (or have more than one such jurisdiction), move the location of its chief executive office (as defined in the UCC) from the location referred to in Section 7.01 , respectively, unless Borrower has given at least ten (10) days prior notice to Lender and has taken all actions required under the UCC to continue the first priority perfected security interest of Lender in the Collateral, subject to any Permitted Liens.

(d) [Reserved].

(e) [Reserved].

Section 8.02 Compliance with Laws, Contractual Obligations and Loan Documents . Borrower shall comply with all Requirements of Laws, including those relating to any Collateral and to the reporting and payment of taxes, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrowers shall not use any portion of the proceeds of any Advance for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or extending credit to others for the purpose of purchasing or carrying any margin stock in any manner which violates the provisions of the Margin Regulations. Borrower shall conduct or shall cause to be conducted reasonable due diligence in connection with the origination or acquisition of each SF Property for purposes of complying with the Anti-Terrorism Laws, including with respect to the origin of the assets used by a Borrower to purchase the Property.

Section 8.03 Structural Changes; Arms-Length Transactions; Transfer of Property . Except as expressly permitted by the terms of this Agreement, Borrower shall not enter into a merger or consolidation, or liquidate, wind up or dissolve, or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets (including, without limitation, receivables and leasehold interests) or properties whether now owned or hereafter acquired (other than the lease or sublease of its assets or properties in the ordinary course of business), without the consent of Lender. Borrower shall ensure that all Equity Interests of Borrower shall continue to be owned by the owner or owners thereof as of the date hereof. Except as set forth on Schedule 8.03 attached hereto, Borrower shall not enter into any transaction with an Affiliate of Borrower (other than (i) a transfer of Collateral in the ordinary course of business, (ii) a transfer of an SF Property, including the related Property Documents, (iii) transactions permitted by Section 8.17 , (iv) transactions among the Borrowers, (v) transactions permitted by Section 8.05 , (vi) Investments by the Parent Guarantor and its Subsidiaries in a Borrower, and (vii) as otherwise contemplated by the Governing Documents) unless such transaction is on market and arm’s-length terms and conditions.

Section 8.04 Protection of Lender’s Interest in Collateral .

(a) Borrower shall take all action requested by Lender that Lender reasonably determines to be necessary or appropriate, (i) to perfect, protect and more fully evidence the security interests granted to Lender pursuant to the Loan Documents and subject to any

Permitted Liens, Lender’s first priority perfected security interest in the Collateral and (ii) to enforce Lender’s rights and remedies under and with respect to the Loan Documents, the Advances and the Collateral, including executing or causing to be executed such other instruments, documents or notices as may be necessary or appropriate and filing and maintaining effective UCC financing statements, continuation statements and assignments and amendments thereto, in each case, to effect the foregoing. Borrowers shall deliver to Lender file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. Notwithstanding anything to the contrary set forth in the Loan Documents, Borrower shall not be obligated to otherwise undertake collateral perfection or protection obligations not otherwise required under the Loan Documents (other than this Section 8.04 ).

(b) Borrower shall (i) not assign, pledge, hypothecate, grant, create, incur, assume or suffer or permit to exist any security interest in or Lien on any Collateral or any Borrowing Base Property to or in favor of any Person other than Lender (other than Permitted Liens), (ii) defend such Collateral and such Borrowing Base Property against, and take such action as is necessary to remove, any such Lien (other than Permitted Liens), and (iii) defend the right, title and interest of Lender in and to all Collateral and all Borrowing Base Properties against the claims and demands of all Persons whomsoever (other than Permitted Liens). Notwithstanding the foregoing, if Borrower grants a Lien on any Collateral or any Borrowing Base Property in violation of this Section 8.04 or any other Loan Document, Borrower shall be deemed to have simultaneously granted an equal and ratable Lien on such Collateral or such Borrowing Base Property, as applicable, in favor of Lender to the extent such Lien has not already been granted to Lender; provided , that such equal and ratable Lien shall not cure any resulting Event of Default. Borrower shall not permit any amendments, modifications, waivers or terminations of any provision of any Management Agreement if such amendment, modification, waiver or termination is adverse to the interests of the Lender in any material respect. Borrower shall mark its computer records and tapes to evidence its ownership of the Collateral in such manner as would be customary to evidence such ownership.

Section 8.05 Actions of Borrower Relating to Indebtedness, Contractual Obligations, Investments and Liens . Borrower shall not contract, create, incur, assume or permit to exist any Indebtedness, Contractual Obligations or Investments, except to the extent (a) arising or existing under the Loan Documents, (b) existing as of the Closing Date, as referenced in the financial statements delivered to Lender prior to the Closing Date or otherwise described on Schedule 7.01 attached hereto, and any renewals, refinancings or extensions thereof in a principal amount not exceeding that outstanding as of the date of such renewal, refinancing or extension, (c) Contractual Obligations arising in the ordinary course of business, (d) arising out of trade payables in connection with the acquisition, renovation, leasing, disposition and management of SF Properties incurred in the ordinary course of business, (e) in respect of obligations to make distributions that are permitted to be made pursuant to Section 8.17 , (f) Investments constituting Cash Equivalents, (g) to the extent constituting Investments, any capital expenditures, (h) Investments in connection with the acquisition of SF Properties in the ordinary course of business or (i) arising out of (i) bank deposits in the ordinary course of business, (ii) accounts receivables owing if created or acquired in the ordinary course of business, (iii) endorsement of negotiable instruments held for collection in the ordinary course of business and (iv) lease, utility and other similar deposits in the ordinary course of business. Borrower shall not grant, allow or enter into any agreement or arrangement with any Person that prohibits or

restricts or purports to prohibit or restrict the granting of any Lien on any of Borrowers assets or property, except for (1) this Agreement and the other Loan Documents, (2) customary restrictions and conditions contained in agreements relating to the sale of assets or property pending such sale; provided that such restrictions and conditions apply only to the assets or property to be sold and such sale is permitted hereunder, (3) customary provisions in leases, licenses and other contracts restricting the assignment thereof and (4) any Permitted Lien or a document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the assets or property subject to such Permitted Lien.

Section 8.06 Maintenance of Property and Insurance . Borrower shall (a) keep all property useful and necessary in its business in good working order and condition (ordinary wear and tear and casualty and condemnation events excepted), (b) at all times maintain appropriate umbrella, flood, general liability, crime and other insurance, in each case with a financially sound and reputable insurance company against such risks and with coverage amounts that are customary for similarly situated companies engaged in similar business, in similar locations, with similarly sized portfolios of assets, or as otherwise may be required by any applicable law, and which policies expressly insure Borrower itself and all of the Properties owned by Borrower, and expressly list the Asset Manager as an insured or additional insured, and (c) furnish to Lender upon request information and certificates with respect to such insurance. Borrower shall submit claims under such insurance policy in a manner that does not intentionally select such claims to be submitted in a manner that is adverse to Lender, and shall ensure that all Affiliates covered under such insurance policy submit claims in a manner that does not intentionally select such claims to be submitted in a manner that is adverse to Lender.

Section 8.07 Financial Covenants .

(a) Borrower shall ensure that (i) at all times prior to the occurrence of an Asset Manager Conversion, the Sponsor and (i) at all times, Parent Guarantor, each maintain their respective Required Liquidity.

(b) Borrower shall ensure that (i) at all times prior to the occurrence of an Asset Manager Conversion, the Sponsor and (ii) at all times, Parent Guarantor, each maintain their respective Required Adjusted Tangible Net Worth.

The financial covenants set forth in this Section 8.07 shall apply at all times but shall be tested as of the end of each fiscal quarter commencing with the fiscal quarter ending on March 31, 2013.

Section 8.08 Delivery of Income . Borrower shall, and pursuant to the Asset Management Letter Agreement shall cause Asset Manager, and all other applicable Persons to, deposit all Net Income in respect of the Borrowing Base Properties into the applicable Operating Account in compliance with the provisions of Section 5.01 hereof. Borrower (a) shall comply with and take all reasonable steps to enforce the Asset Management Letter Agreement and (b) shall not amend, modify, waive, terminate or revoke the Asset Management Letter Agreement or permit any Management Agreement to be amended, modified, waived, terminated or revoked, in each case without Lender’s consent if such amendment, modification, waiver, termination or

revocation is adverse to the interests of the Lender in any material respect. If any Net Income is received by any Relevant Party, the Asset Manager or Affiliate thereof, Borrower shall pay or deliver or cause to be delivered such Net Income as provided in Section 5.01(b) .

Section 8.09 Financial and Other Reporting Requirements . Borrower shall deliver or cause to be delivered the following to Lender, as soon as available and in any event within the time periods specified:

(a) within sixty (60) days after the end of each fiscal quarter and each fiscal year of each of Sponsor and Parent Guarantor (each, a “ Financial Reporting Person ”), (i) the unaudited balance sheets of each Financial Reporting Person as at the end of such period, (ii) the related unaudited statements of income, stockholders’ equity and cash flows for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, and (iii) a Compliance Certificate duly executed by a Responsible Officer of each Financial Reporting Person;

(b) within ninety (90) days after the end of each fiscal year of each Financial Reporting Person, (i) the audited balance sheets of Parent Guarantor as at the end of such fiscal year and the unaudited balance sheets of Sponsor as at the end of such fiscal year, (ii) the related audited or unaudited statements of income, stockholders’ equity and cash flows, as applicable, for such year, setting forth in each case in comparative form the figures for the previous year, which statements shall fairly present in all material respects the financial condition and results of operations of such Financial Reporting Person as at the end of and for such fiscal year in accordance with GAAP, (iii) an opinion of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that such financial statements fairly present in all material respects the financial condition and results of operations of Parent Guarantor as at the end of and for such fiscal year in accordance with GAAP, (iv) [reserved], (v) projections of such Financial Reporting Person of the operating budget and cash flow budget of such Financial Reporting Person for the following fiscal year, and (vi) a Compliance Certificate executed by such Financial Reporting Person;

(c) upon Lender’s request (which shall not occur more than once per month), a Monthly Compliance Certificate executed by such Financial Reporting Person;

(d) promptly after any request by Lender, all reports submitted to each Financial Reporting Person by independent certified public accountants in connection with each annual, interim or special audit of the books and records of such Financial Reporting Person made by such accountants, including any management letter commenting on such Financial Reporting Person’s internal controls;

(e) no later than the date required to deliver a Compliance Certificate pursuant to Section 8.09(a)(iii) , an updated Schedule 10 hereto to the extent any Subcontractors are required to be added or subtracted from such Schedule 10 to reflect changes made during the prior quarter;

(f) on or before each Reporting Date, a Borrowing Base Report (in electronic format, each from the Borrowers and setting forth, on an asset-by-asset basis and in the aggregate, information with respect to the Borrowing Base Properties for the prior month (or any portion thereof);

(g) within 25 days of the end of each month, (x) a monthly operating report from each Borrower summarizing all operations undertaken by such Borrower during the prior calendar month in the form of Exhibit Q hereto, including actual Monthly Operating Expenses for such Borrower pertaining to the actual expenses for the prior month and (y) pro-forma Monthly Operating Expenses for Borrower for the next succeeding month;

(h) within 25 days after the end of each month, monthly reports detailing portfolio operating profit and loss performance with respect to each Borrower, Parent Guarantor and Asset Manager’s managed properties;

(i) Reserved;

(j) within five (5) Business Days after any material amendment, modification or supplement has been entered into with respect to any Management Agreement, a fully executed copy thereof, certified by Borrower to be true, correct and complete;

(k) Reserved;

(l) upon reasonable request by Lender, information regarding Borrower’s, Parent Guarantor’s or Asset Manager’s portfolio including information regarding asset mix, leverage, liquidity, and such other information respecting the condition or operations (financial or otherwise) of Borrower, Parent Guarantor or Asset Manager;

(m) Reserved;

(n) as soon as available, and in any event within thirty (30) days of receipt, (x) copies of relevant portions of any final written Governmental Authority audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) corrective action required, (ii) sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of the operations of Borrower or Asset Manager, in the case of each of clauses (i), (ii), and (iii), that could reasonably be expected to have a material adverse impact on the operations of Borrowers taken as a whole and (y) any other issues raised upon examination of Borrower or Asset Manager or its facilities by any Governmental Authority that could reasonably be expected to have a material adverse impact on the operations of Borrowers taken as a whole;

(o) such other daily/weekly/monthly reports regarding the Borrowing Base Properties as Lender may reasonably request; and

(p) such other information regarding the financial condition, operations or business of the Relevant Parties or the Asset Manager as Lender may reasonably request.

Section 8.10 Delivery of Notices . Borrower shall promptly (but in any event within five (5) Business Days) notify Lender of the occurrence of any of the following of which Borrower has Knowledge, together with a certificate of a Responsible Officer of Borrower setting forth details of such occurrence and any action Borrower has taken or proposes to take with respect thereto:

(a) a Property Material Adverse Effect, including as a result of receipt by a Relevant Party of a notice of default or other material matter with respect to a Lease Agreement, that, in each case, could reasonably be expected to result in such Borrowing Base Property being deemed to not be an Eligible Property;

(b) any of the following: (i) with respect to any Borrowing Base Property: a material loss or damage, material licensing, zoning or permit issues, violation of Requirements of Law, discharge of or damage from Hazardous Substances or any other actual or expected event or change in circumstances that could reasonably be expected to have a Property Material Adverse Effect, and (ii) with respect to any Relevant Party: a violation of Requirements of Law, decline in the value of such Relevant Party’s assets or properties, an Internal Control Event or other event or circumstance, in each case, that has resulted in a Material Adverse Effect;

(d) (1) the existence of any Default or Event of Default, or (2) any breach or default under any Indebtedness with an aggregate outstanding principal amount, individually or in the aggregate, in excess of $1,000,000 or Contractual Obligation of Borrower, which, in the case of a Contractual Obligation, could reasonably be expected to have a Material Adverse Effect;

(e) the resignation or termination of Asset Manager under any Management Agreement, in each case, with respect to any Borrowing Base Property;

(f) [Reserved];

(g) (1) any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by any Relevant Party or any ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Relevant Party or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by any Relevant Party or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by any Relevant Party or any ERISA Affiliate of notice from a

Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against any Relevant Party or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 120 days; and the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; and

(h) the commencement of, settlement of or judgment in any litigation, action, suit, arbitration, audit, investigation or other legal or arbitrable proceedings by or before any Governmental Authority that (i) questions or challenges the validity or enforceability of any Loan Document, or (ii) individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect

Section 8.11 Management Rights . Borrower shall not pledge or otherwise assign, transfer or dispose of or permit the pledge, assignment, transfer or disposal of the Management Rights with respect to the Borrowing Base Properties to any Person (other than Lender) without Lender’s prior written consent (other than (w) an assignment of any Management Agreement that is permitted by Section 17.01(b) without Lender’s consent, (x) in connection with a disposition of any such Borrowing Base Property permitted hereunder, (y) as provided for in any Management Agreement with respect to any such Borrowing Base Property and (z) Permitted Liens).

Section 8.12 Reserved .

Section 8.13 Records .

(a) Borrowers shall collect and maintain or cause to be collected and maintained all Records relating to the related Borrowing Base Properties in accordance with industry custom and practice for assets similar to the Borrowing Base Properties, including those maintained pursuant to the succeeding subparagraph (b). Borrower shall or shall cause Asset Manager to maintain all such Records in good and complete condition in accordance with industry practices for assets similar to the Borrowing Base Properties and preserve them against loss.

(b) For so long as any Eligible Property is included in the Borrowing Base Property Pool or Lender has a lien on any Equity Interests of a Borrower, Borrowers will hold or cause to be held all related Records in respect of such Eligible Property or Equity Interest in trust for Lender.

(c) Upon reasonable advance notice from Lender, Borrower shall, during business hours, (x) make any and all such Records available to Lender to examine any such Records, either by its own officers or employees, or by agents or contractors, or both, and make copies of all or any portion thereof, and (y) permit Lender or its authorized agents to discuss the affairs, finances and accounts of Borrower with its respective chief operating officer and chief financial officer and to discuss the affairs, finances and accounts of Borrower with its respective independent certified public accountants; provided that so long as no Default or Event of Default shall have occurred, Borrower shall not be required to pay for any such visit or inspection.

Section 8.14 No Pledge . Borrower shall not pledge, transfer or convey any security interest in any Account to any Person without the express written consent of Lender (other than pursuant to clause (a), (b), (d), (e), (i) or (k) of the definition of Permitted Liens).

Section 8.15 Reserved .

Section 8.16 No Sale . If an Event of Default shall have occurred hereunder, Borrower shall not permit any Borrowing Base Property to be sold, transferred or otherwise liquidated without the express written consent of Lender .

Section 8.17 Distributions . If an Event of Default has occurred, no Borrower shall make any distribution in respect of any Equity Interest in such Borrower, either directly or indirectly, whether in cash or property or in obligations of Borrower; provided that, notwithstanding the foregoing, so long as Parent Guarantor (or any Affiliate or successor thereof) intends to qualify as a REIT and no Event of Default pursuant to Section 10.01(a) resulting from the Borrowers’ failure to pay the principal or interest of any Advances has occurred, each Borrower shall be permitted to make distributions to the Pledgor/Guarantor (or any Affiliate or successor thereof) in an amount necessary for the Pledgor/Guarantor (or any Affiliate or successor thereof) to make distributions to the Parent Guarantor (or any Affiliate or successor thereof) with respect to any taxable year in an aggregate amount not to exceed the amount thereof required for the Parent Guarantor (or any Affiliate or successor thereof) to maintain its status as a REIT and to avoid income or excise tax under the Code (for the sake of clarity, including by distribution of 100% of its net capital gain for any given taxable year or other period) (a “ REIT Distribution ”) provided further that no Borrower shall be entitled to make any such REIT Distributions with respect to any taxable year in an amount greater than its Borrower REIT Share for such period. Borrowers shall provide not less than ten (10) days’ prior written notice to Lender of the payment of any such REIT Distribution. Borrowers shall provide to Lender, upon request, any documentation reasonably requested by Lender to substantiate the appropriateness of amounts paid or to be paid.

Section 8.18 Reserved .

Section 8.19 Springing Mortgage/Deed of Trust . If a Springing Deed of Trust Trigger Event shall occur, Lender shall have the right, exercisable in Lender’s sole discretion, to require Borrower to (x) issue to Lender a mortgage or deed of trust (as applicable) with respect to each Borrowing Base Property in a form acceptable to Lender and in compliance with all Requirements of Laws that is duly executed by Borrower as mortgagor, and sets forth Lender or Lender’s designee as the applicable mortgagee or beneficiary, as applicable, (y) submit such mortgage or deed of trust to the applicable recording office for recordation, and (z) pay all fees associated with the recording of such mortgage or deed of trust and such Borrower shall promptly comply with such requirement.

Section 8.20 Additional Borrower Obligations . Borrower shall comply (and to cause the Asset Manager to comply, as applicable) with the following requirements with respect to Borrowing Base Properties:

(a) except as could not reasonably be expected to have a Property Material Adverse Effect, not (i) remove demolish or materially alter any related fixtures, equipment, personal property or Improvements with respect to any Borrowing Base Property (except for normal replacement of fixtures, equipment or personal property, tenant finish and refurbishment of Improvements) without the consent of Lender; or (ii) commit or suffer any waste of any Borrowing Base Property or take any action that might invalidate or give cause for cancellation of any insurance policy, or do or permit to be done thereon anything that may in any way impair the value of the Borrowing Base Properties, or permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Borrowing Base Properties, regardless of the depth thereof or the method of mining or extraction thereof;

(b) deliver to Lender, promptly upon Lender’s request, evidence reasonably satisfactory to Lender that all taxes, assessments, water rates, sewer rents, governmental impositions, and other charges, including without limitation vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Borrowing Base Properties, now or hereafter levied or assessed or imposed against the Borrowing Base Properties or any part thereof, all ground rents, maintenance charges and similar charges, now or hereafter levied or assessed or imposed against the Borrowing Base Properties or any part thereof, and all charges for utility services provided to the Borrowing Base Properties prior to the same becoming delinquent, have been so paid or are not then delinquent;

(d) Borrower shall cause Tenant (with respect to any Borrowing Base Property leased by such Tenant), in accordance with the terms of the applicable Lease Agreement to or shall itself, directly or through Asset Manager: (i) maintain each Borrowing Base Property in good condition and repair (except for ordinary wear and tear); (ii) promptly repair, replace or rebuild any part of any Borrowing Base Property which may be destroyed by any casualty or become damaged, worn or dilapidated or which may be affected by any condemnation; (iii) complete and pay for any structure at any time in the process of construction or repair on the related land of any Borrowing Base Property; and (iv) otherwise make all commercially reasonable efforts to preserve the value of each Borrowing Base Property, including re-leasing, liquidating and selling such Borrowing Property when appropriate in Borrower’s reasonable business judgment, except, in the case of each of clauses (i) through (iv), as could not reasonably be expected to have a Property Material Adverse Effect; and

(e) Expect as could not reasonably be expected to have a Material Adverse Effect (or in the case of any Borrowing Base Property, except as could not reasonably be expected to have a Property Material Adverse Effect), Borrower shall cause Tenant (with respect to any SF Property leased by such Tenant), in accordance with the terms of the applicable Lease Agreement to or shall itself, directly or through Asset Manager, ensure that: (i) all uses and operations on or of the SF Properties are in compliance with all Environmental Laws and permits issued pursuant thereto; (ii) there shall be no Releases of Hazardous Substances by such Borrower, Tenant, their respective agents or employees in, on, under or from the SF Properties; (iii) there shall be no

Hazardous Substances in, on, or under the SF Properties, except those that are in compliance with all Environmental Laws and with permits issued pursuant thereto, if and to the extent required; and (iv) the SF Properties shall be kept free and clear of all Liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of such Borrower, Tenant or any other person or entity (the “ Environmental Liens ”). (Borrower, at its sole cost and expense, shall (x) complete any environmental site assessment or other investigation of environmental conditions in connection with any Borrowing Base Property at the written request of Lender, the results of which shall be delivered to Lender; provided , that no such request shall be made by Lender unless a Release of Hazardous Substances or a violation of Environmental Law has occurred, in each case, that could reasonably be expected to have a Property Material Adverse Effect, (y) comply with all reasonable written requests of Lender to effectuate Remedial Work of any environmental condition on any Borrowing Base Properties, that could reasonably be expected to have a Property Material Adverse Effect. Expect as could not reasonably be expected to have a Material Adverse Effect (or in the case of any Borrowing Base Property, except as could not reasonably be expected to have a Property Material Adverse Effect), Borrower shall not or allow other users of the SF Properties to do any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any person or entity (whether on or off the SF Property), impairs or may impair the value of the SF Properties, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the SF Properties. Borrower shall promptly notify Lender in writing of (A) any presence or Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards the SF Properties, (B) any material non-compliance with any Environmental Laws related in any way to the SF Properties, (C) any actual or potential Environmental Lien, (D) any required or proposed Remedial Work relating to the SF Properties, and (E) any written notice or other written communication received by Borrower from any source whatsoever (including but not limited to a governmental entity) with respect to any SF Property relating in any way to Hazardous Substances or Remedial Work, possible liability of Borrower pursuant to any Environmental Law, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section 8.20(e) , expect, in the case of each clauses (A) through (E), any such event that could not reasonably be expected to have a Material Adverse Effect (or in the case of any Borrowing Base Property, except as could not reasonably be expected to have a Property Material Adverse Effect).

Section 8.21 AVMs; BPOs . Borrowers shall deliver Lender new AVMs with respect to each Borrowing Base Property (i) on the date that is three (3) months following the Closing Date, and (ii) every three (3) months thereafter, in each case at Borrowers’ expense. Lender may procure a BPO or Appraisal on any Borrowing Base Property at any time at Lender’s expense, a copy of which, Lender shall promptly deliver to Borrower.

Section 8.22 Reserved .

Section 8.23 Investment Company Act . Borrower shall ensure that none of the Parent Guarantor, Pledgor/Guarantor, Asset Manager and Borrowers are required to register as an “investment company” (as defined in the Investment Company Act).

Section 8.24 Entitlement Holder . With respect to any Net Income in respect of any Borrowing Base Property that is received by any Relevant Party, Borrower shall and shall cause such other Relevant Party to deposit such Net Income in the Operating Account of such Borrower in accordance with Section 5.01(c) .

Section 8.25 Leasing Matters .

(a) Reserved.

(b) Except as Borrowers (or Asset Manager acting on behalf of Borrowers) may otherwise determine in their reasonable business judgment, Borrowers shall (i) ensure that all of the obligations imposed upon the lessee under the applicable Lease Agreements are observed and performed and shall not do or permit to be done anything to impair the value of any of the applicable Lease Agreements; (ii) [reserved]; (iii) enforce all of the material terms, covenants and conditions contained in the applicable Lease Agreements upon the part of the tenant thereunder to be observed or performed; and (iv) not consent to any assignment of or subletting under any Lease Agreements except in accordance with their respective terms.

(c) Borrower shall not amend, modify or waive the provisions of any Lease Agreement or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease Agreement (including any guaranty, letter of credit or other credit support with respect thereto) without obtaining Lender’s consent except (i) with respect to any such action that does not have a material adverse effect on the value of the related Borrowing Base Property taken as a whole or (ii) as Borrowers (or Asset Manager acting on behalf of Borrowers) may otherwise determine in their reasonable business judgment, and provided that such Lease Agreement, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement. A termination of a Lease Agreement with a Tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a material adverse effect on the value of the related Borrowing Base Property taken as a whole. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Section 8.25(c) shall be subject to the prior written approval of Lender and its counsel, at Borrower’s expense. At Lender’s request, Borrower shall promptly deliver to Lender or its designee copies of all such amendments, modifications and waivers which are entered into pursuant to this Section 8.25(c) .

Section 8.26 Maintenance of Required Amount . Subject to Section 5.04 and Borrower’s right to cure any shortfall pursuant thereto, Borrower shall, at all times, maintain funds in their Operating Accounts in an aggregate amount equal to the Required Amount, except if the funds on deposit in the Operating Accounts in an aggregate amount is less than the Required Amount as result of the Borrowers making withdrawals of the amounts on deposit thereon as necessary to make the distributions contemplated by the first and second provisos of Section 8.17 to the extent such withdrawal is permitted under Section 5.01(d) .

ARTICLE 9

SINGLE-PURPOSE ENTITY

Section 9.01 Covenants Applicable to each Borrower . Each Borrower shall (a) own no assets, and shall not engage in any business, other than the business, assets and transactions specifically contemplated or permitted by this Agreement and any other Loan Document, including, without limitation, the ownership of SF Properties and all assets and activities in connection therewith and related thereto, (b) not incur any Indebtedness without Lender’s prior written consent, other than (i) with respect to the Property Documents, and (ii) as otherwise permitted by Section 8.05 of this Agreement, (c) not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the acquisition of SF Properties, the sale of SF Properties permitted by the Loan Documents and as otherwise permitted by Section 8.05 , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) comply with the provisions of its Governing Documents in all material respects, (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents in any manner adverse to the interests of the Lender in any material respect, (g) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except (i) in connection with the maintenance of any umbrella insurance policy and (ii) that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law) and file its own tax returns (except to the extent consolidation, single entity, or similar treatment is required or permitted under law), (h) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself as a division of any Affiliate, (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent, (j) not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein, including in Section 8.03 ), (k) not commingle its funds or other assets with those of any Affiliate or any other Person (other than Security Deposits) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, (l) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person other than in connection with the maintenance of any umbrella insurance policy, (m) not hold itself out to be responsible for the debts or obligations of any other Person (other than the Secured Obligations), (n) [reserved], (o) [reserved], (p) [reserved], (q) not enter into any transaction with an Affiliate of Borrower except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction or as otherwise permitted by Section 8.03 , (r) [reserved], (s) [reserved], (t) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, and (u) except as otherwise permitted by Sections 8.04 , 8.11 and 8.14 , not pledge its assets to secure the Indebtedness of any other Person or take any action or permit any action to be

taken to encumber any Borrowing Base Property. For each Borrower that is a single-member limited liability company, it shall be organized in a jurisdiction acceptable to Lender (provided that Delaware and Nevada are deemed to be acceptable jurisdictions).

Section 9.02 Reserved .

ARTICLE 10

EVENTS OF DEFAULT AND REMEDIES; TERMINATION EVENTS

Section 10.01 Events of Default . Each of the following events shall be an “ Event of Default ”:

(a) Any Borrower fails to make a payment of (i) any amount of principal of any Advance when due under this Agreement or any other Loan Document, whether by acceleration or otherwise, (ii) any amount pursuant to Section 3.04(b) when due under this Agreement or (iii) Accrued Interest or any other amount owing by such Borrower under this Agreement or any other Loan Document within two (2) Business Days of when due under this Agreement or any other Loan Document;

(b) Any Borrower fails to observe or perform in any material respect any covenant or Secured Obligation of such Borrower under (i) Section 8.01(a)(i) , 8.04(a) , or 18.08 (a) , (ii) Sections 8.01(c) , 8.03 , 8.04(b) , 8.05 , 8.06 , 8.07 , 8.08 , 8.09(a) or (b) , 8.10(d)(1) , 8.11 , 8.14 , 8.16 , 8.17 , 8.26 or 9.01 and, in each case, such failure continues unremedied for five (5) Business Days after the earlier of receipt of written notice thereof from Lender or the date upon which a Borrower obtains Knowledge of such failure, or (iii) any other provision of this Agreement applicable to it and such failure continues unremedied for fifteen (15) Business Days (as the same may be extended by Lender in writing in its reasonable discretion) after the earlier of receipt of written notice thereof from Lender or the date upon which a Borrower obtains Knowledge of such failure;

(c) Any Representation Breach (other than a Representation Breach in respect of a representation contained in Sections 7.10 or 7.11 or any representation in Schedule 1 , breach of which shall be considered solely for the purpose of determining the Market Value for such Borrowing Base Property, unless (i) the related Borrower shall have made any such representations and warranties with Knowledge that they were materially false or misleading at the time made, or (ii) Lender determines that any such representations and warranties continue to be regularly made on a materially false or misleading basis), exists and continues unremedied for five (5) Business Days after the earlier of receipt of written notice thereof from Lender or the date upon which a Borrower obtains Knowledge of such failure;

(d) Any Relevant Party defaults beyond any applicable grace period in paying any amount or performing any obligation under any Indebtedness with an aggregate outstanding amount of at least $1,000,000 with respect to any Borrower or $10,000,000 with respect to Asset Manager, Pledgor/Guarantor, Parent Guarantor or any other Relevant Party, and the effect of such default is to permit the acceleration thereof, regardless of whether such default is waived or such acceleration occurs;

(e) Parent Guarantor or any Subsidiary thereof defaults beyond any applicable grace period in (i) paying any amount or (ii) performing any obligation, in the case of each of clauses (i) and (ii), due to Lender or any Affiliate of Lender under any Indebtedness, and the effect of such default is to permit the acceleration thereof, regardless of whether such default is waived or such acceleration occurs;

(f) An Insolvency Event occurs with respect to any Relevant Party;

(g) A Change of Control occurs without Lender’s prior written consent;

(h) A final aggregate judgment or judgments for the payment of money in excess of (x) $1,000,000 with respect to any Borrower or (y) $10,000,000 with respect to Parent Guarantor, Pledgor/Guarantor or Asset Manager is entered against any Borrower, Asset Manager, Pledgor/Guarantor or Parent Guarantor, as applicable, by one or more Governmental Authorities and the same is not (1) satisfied, discharged (or provision has not been made for such discharge) or bonded, or a stay of execution thereof has not been procured, within sixty (60) days from the date of entry thereof or (2) covered by insurance;

(i) A Governmental Authority takes any action to (i) condemn, seize or appropriate, or assume custody or control of, all or any substantial part of the property of any Relevant Party, (ii) displace the management of any Borrower or curtail its authority in the conduct of the business of any Borrower, (iii) terminate the activities of any Borrower as contemplated by the Loan Documents, or (iv) remove, limit or restrict the approval of any Borrower of the foregoing as an issuer, lender or any borrower of real property assets, and in each case such action (x) is not discontinued or stayed within thirty (30) days from the date thereof or (y) could reasonably be expected to have a Material Adverse Effect;

(j) Any Relevant Party admits that it (i) is not Solvent, (ii) in the case of any Borrower, is not able or not willing to perform its Secured Obligations, Contractual Obligations, Guarantee Obligations, Capital Lease Obligations or Off-Balance Sheet Obligations, in each case, that is not otherwise being contested in good faith and is in an aggregate amount in excess of $1,000,000, or (iii) in the case of any Relevant Party (other than a Borrower), is not able or willing to perform its Secured Obligations, Contractual Obligations, Guarantee Obligations, Capital Lease Obligations or Off-Balance Sheet Obligations, in each case, that is not otherwise being contested in good faith and the inability or unwillingness to so perform could reasonably be expected to have a Material Adverse Effect;

(k) Any provision of the Loan Documents, any right or remedy of Lender or obligation, covenant, agreement or duty of any Relevant Party thereunder terminates, is declared null and void, ceases to be the legal, valid, binding and enforceable obligation of any Relevant Party that is a party thereto, in each case other than accordance with the terms of the Loan Documents, or the validity, effectiveness, binding nature or enforceability thereof is contested, challenged, denied or repudiated by any Relevant Party or any or by any Governmental Authority having jurisdiction over any Relevant Party, in each case directly, indirectly, in whole or in part;

(l) This Agreement or any other Loan Document that purports to create a Lien, shall, except to the extent expressly permitted by the terms hereof or thereof, cease for any reason to create a valid and perfected first priority security interest in any Collateral covered thereby;

(m) Reserved;

(n) Reserved;

(o) Parent Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are qualified or limited by reference to the status of Parent Guarantor as a “going concern” or a reference of similar import, other than a qualification or limitation expressly related to Lender’s rights in the Collateral;

(p) (i) Any Relevant Party shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to a Plan, (ii) a determination is made that a Plan is “at risk” (within the meaning of Section 303 (of ERISA) or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Relevant Party or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably expected to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) any Relevant Party or any ERISA Affiliate shall, or is reasonably expected to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan, (vi) any Relevant Party or any ERISA Affiliate shall file an application for a minimum funding waiver under Section 302 of ERISA or Section 412 of the Code with respect to any Plan, (vii) any obligation for post-retirement medical costs (other than as required by COBRA) exists, (viii) any other event or condition shall occur or exist with respect to a Plan that is reasonably expected to result in the incurrence of liability by any Relevant Party or any ERISA Affiliate under Title I or IV of ERISA; and in each case in clauses (i) through (viii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect, or (xii) the assets of any Relevant Party are treated as “plan assets” under 29 C.F.R. 2510.3-101 as amended by Section 3(42) of ERISA;

(q) Subject to Section 5.04 , including Borrower’s right to cure any shortfall pursuant thereto, failure of any Borrower to maintain funds in an aggregate amount equal to the Required Amount in its Operating Account at all times, except if the funds on deposit in the Operating Accounts in an aggregate amount is less than the Required Amount as result of the Borrowers making withdrawals of the amounts on deposit thereon as necessary to make the distributions contemplated by the first and second provisos of Section 8.17 to the extent such withdrawal is permitted under Section 5.01(d) ;

(r) Any Relevant Party fails to observe or perform in any material respect any covenant of such Relevant Party under any provision of the Loan Documents (other than this Agreement) applicable to it, or a material default or breach by such Relevant Party occurs under any provision of the Loan Documents (other than this Agreement)

applicable to it and such failure, default or breach continues unremedied for fifteen (15) Business Days (as the same may be extended by Lender in writing in its reasonable discretion) after the earlier of receipt of written notice thereof from Lender or the date upon which a Borrower obtains Knowledge of such failure, default or breach; or

(s) Any condition or circumstance exists which causes, constitutes or could reasonably be expected to have a Material Adverse Effect.

Notwithstanding the foregoing provisions of this Section 10.01 , in the event of a Default or Event of Default arising as a result of the inclusion of any SF Property in the Borrowing Base Property Pool at any particular time of reference, if such Default or Event of Default is capable of being cured solely by the exclusion of such SF Property from the Borrowing Base Property Pool, Borrowers shall be permitted a period not to exceed fifteen (15) days from the occurrence of such Default or Event of Default (as applicable) to remove such SF Property from the Borrowing Base Property Pool in accordance with, and subject to, Section 4.1(c) .

Section 10.02 Remedies of Lender as Owner of the Collateral . If an Event of Default has occurred, at the option of Lender, exercised by written notice to Borrowers(which option shall be deemed to be exercised, even if no notice is given, automatically and immediately upon the occurrence of an Event of Default under Section 10.01(f) , (i) or (j) (the date on which such option is exercised or deemed to be exercised, the “ Accelerated Repayment Date ”), the following provisions shall apply:

(a) All Secured Obligations shall become immediately due and payable on and as of the Accelerated Repayment Date.

(b) All amounts in the Accounts and all Net Income paid after the Accelerated Repayment Date shall be retained by Lender and applied in accordance with Article 5 .

(c) Lender may complete any assignments, allonges, endorsements, powers or other documents or instruments executed in blank and otherwise obtain physical possession of all Records and all other instruments, certificates and documents then held by Lender. Lender may obtain physical possession of all Property Files and other files and records of Borrowers. Borrowers shall deliver to Lender such assignments and other documents with respect thereto as Lender shall request.

(d) Lender may immediately, at any time and from time to time, exercise either of the following remedies with respect to any or all of the Collateral: (i) sell such Collateral and the related SF Properties without providing any representations and warranties on an “as-is where is” basis, in a recognized market and by means of a public or private sale at such price or prices as Lender accepts, and apply the net proceeds thereof in accordance with Article 5 , or (ii) retain such Collateral and give Borrowers credit against Secured Obligations due and any other amounts then owing to Lender by any other Person pursuant to any Loan Document, in such order and in such amounts as determined by Lender, in an amount equal to the aggregate BPO Value of the Collateral consisting of SF Properties. Until such time as Lender exercises either such remedy with respect to any

Collateral, Lender may hold such Collateral for its own account and retain all Net Income with respect thereto. Lender shall not be required to give any warranties as to the Collateral with respect to any such disposition thereof. Lender may specifically disclaim or modify any warranties of title or the like relating to the Collateral. The foregoing procedure for disposition and liquidation of the Collateral shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Borrowers agree that it would not be commercially unreasonable for Lender to dispose of the Collateral or any portion thereof by using internet sites that provide for the auction of assets similar to the Collateral, or that have the reasonable capability of doing so, or that match Lenders and Borrowers of assets.

(e) The Parties agree that the Collateral and the SF Properties are of such a nature that they may decline rapidly in value, and may not have a ready or liquid market. Accordingly, Lender shall not be required to sell more than one item constituting Collateral on a particular Business Day, to the same purchaser or in the same manner. Lender may determine whether, when and in what manner any Collateral shall be sold, it being agreed that both a good faith public and a good faith private sale shall be deemed to be commercially reasonable. Lender shall not be required to give notice to Borrowers or any other Person prior to exercising any remedy in respect of an Event of Default. If no prior notice is given, Lender shall give notice to Borrowers of the remedies exercised by Lender promptly thereafter.

(f) Lender shall have the right to direct Asset Manager to remit all collections thereon to Lender, and if any such payments are received by any Relevant Party, Borrowers shall not and shall not permit such other Relevant Party to commingle the amounts received with other funds of the Relevant Party and shall promptly pay them over to Lender. Lender shall also have the right to terminate Asset Manager without cause.

(g) Upon the occurrence of one or more Events of Default, Lender may apply any proceeds from the liquidation of the Collateral or the SF Properties to the Secured Obligations in the manner Lender deems appropriate.

(h) Borrowers shall be liable to Lender for (i) any amount by which the Secured Obligations due to Lender exceed the aggregate of the net proceeds and credits referred to in the preceding clause (d), (ii) the amount of all actual reasonable and documented out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred by Lender in connection with or as a consequence of an Event of Default, and (iii) any costs and losses payable under Section 12.03 , and (iv) any other actual loss, damage, cost or expenses resulting from the occurrence of an Event of Default other than (A) arising from Lender’s gross negligence or willful misconduct, (B) constituting Excluded Taxes or (C) arising from a claim brought by a Borrower or any other Relevant Party against Lender for declaring the occurrence of such Event of Default in bad faith, if such Borrower or such Relevant Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(i) Lender shall be entitled to an injunction, an order of specific performance or other equitable relief to compel Borrowers to fulfill any of their obligations as set forth in the Loan Documents, including this Article 10 , if Borrowers fail or refuse to perform their obligations as set forth herein or therein.

(j) Borrowers hereby appoint Lender as attorney-in-fact of Borrowers for purposes of carrying out the Loan Documents, including executing, endorsing and recording any instruments or documents and taking any other actions that Lender deems necessary or advisable to accomplish such purposes, which appointment is coupled with an interest and is irrevocable.

(k) Lender may, without prior notice to Borrowers, exercise any or all of its set-off rights including those set forth in Section 18.18 . This Section 10.02(k ) shall be without prejudice and in addition to any right of set-off, combination of accounts, Lien or other rights to which any Party is at any time otherwise entitled.

(l) All rights and remedies of Lender under the Loan Documents, including those set forth in Section 18.18 , are cumulative and not exclusive of any other rights or remedies that Lender may have and may be exercised at any time when an Event of Default has occurred. Such rights and remedies may be enforced without prior judicial process or hearing. Borrowers agree that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s-length. Borrowers hereby expressly waive any defenses Borrowers might have to require Lender to enforce its rights by judicial process or otherwise arising from the use of nonjudicial process, disposition of any or all of the Collateral, or any other election of remedies.

ARTICLE 11

SECURITY INTEREST

Section 11.01 Grant .

(a) As security for each Borrower’s performance of the Secured Obligations, each Borrower hereby grants, assigns and pledges to Lender, for the benefit of Lender, a first priority security interest in all of its rights, title and interest in, to and under all of its assets, including but not limited to the following, which shall hereinafter be collectively referred to as “ Collateral ”:

(i)

each SF Property owned by such Borrower;

(ii)

all Property Documents, including without limitation all Records, and any other collateral pledged or otherwise relating to the SF Properties, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto;

(iii)

all rights of such Borrower and Asset Manager to receive from any third party or to take delivery of any Records or other documents which constitute part of the Property File;

(iv)

such Borrower’s and Asset Manager’s rights under any Lease Agreement;

(v)

all insurance policies and proceeds thereof relating to each such SF Property and all rights of such Borrower or Asset Manager to receive from any third party or to take delivery of any of the foregoing;

(vi)

the Operating Accounts and all Income relating to such SF Properties, if any;

(vii)

all proceeds received by any Relevant Party upon the securitization, liquidation, foreclosure, short sale or other disposition of such SF Properties;

(viii)

any Purchase Agreements, any other purchase agreements, contracts, related takeout commitments or other agreements relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto;

(ix)

all “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and “securities’ accounts” as each of those terms is defined in the UCC and all cash and cash equivalents and all products and proceeds relating to or constituting any or all of the foregoing; and

(x)

any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing,

in each case, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to Lender hereunder, under the Note and under the other Loan Documents; provided, however, the term “Collateral” shall not include, collectively, (i) any permit, lease, license, contract, instrument or other agreement held by each Borrower that prohibits or requires the consent of any Person other than the Borrower or any Affiliate as a condition to the creation by such Borrower of a Lien thereon, or any permit, lease, license contract or other agreement held by any Borrower to the extent that any Requirement of Law prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition or consent requirement is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law and (ii) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed).

Notwithstanding anything to the contrary contained herein (x) the Borrowers make no representation or warranty regarding the effectiveness, validity, enforceability or perfection of any Lien purported to be granted pursuant to this Section 11.01(a) on any Collateral that constitutes SF Properties and (y) the Borrowers shall not have any obligation to deliver any mortgage or deed of trust in respect of any SF Property or take any other collateral perfection action with respect to any SF Property except as provided in Section 8.19 .

(b) Transfers of the Collateral to Lender pursuant to the terms of this Agreement and the other Loan Documents shall be deemed to constitute and confirm the foregoing grant, to secure the payment and performance of the Secured Obligations.

Section 11.02 Effect of Grant . This Agreement shall be deemed to be a security agreement as defined in the UCC. If any circumstances described in Section 10.01 occurs, (a) Lender shall have all of the rights and remedies provided to a secured party by Requirements of Law (including the rights and remedies of a secured party under the UCC and the right to set off any mutual debt and claim) and under any other agreement between Lender and any Borrower, (b) without limiting the generality of the foregoing, Lender shall be entitled to set off the proceeds of the liquidation of the Collateral and the SF Properties against all of the Secured Obligations, without prejudice to Lender’s right to recover any deficiency, (c) the possession by Lender or any of its agents, of the Property Documents, the Collateral and the SF Properties and such other items of property as constitute instruments, money, negotiable documents, securities or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting such security interest under the UCC and Requirements of Law, and (d) notifications to Persons (other than Lender) holding such property, and acknowledgments, receipts or confirmations from Persons (other than Lender) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under the UCC and Requirements of Law. For the avoidance of doubt, the Collateral secures the Secured Obligations of each Borrower with respect to all other Advances and all other Collateral, including any Collateral that is junior in priority to the Collateral in question. Notwithstanding the foregoing, the Secured Obligations shall be full recourse to Borrower.

Section 11.03 Borrowers to Remain Liable . Lender and Borrowers agree that the grant of a security interest under this Article 11 shall not constitute or result in the creation or assumption by Lender of any obligation of Borrowers or any other Person in connection with any Collateral whether or not Lender exercises any right with respect thereto. Borrowers shall remain liable under the Collateral and Property Documents to perform all of each Borrower’s duties and obligations thereunder to the same extent as if the Loan Documents had not been executed.

Section 11.04 Waiver of Certain Laws . Each Borrower agrees, to the extent permitted by Requirements of Law, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any SF Properties may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the pledge of any of the Collateral or Borrowing Base Properties or any part thereof, and such Borrower, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws and any and all right to have any of the properties or assets constituting the Collateral or SF Properties, and agrees that Lender or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral or SF Properties as an entirety or in such parcels as Lender or such court may determine.

Section 11.05 Account Name and Characteristics . Each Borrower acknowledges and agrees that, subject to the terms hereof, neither such Borrower nor any other party claiming on behalf of, or through, such Borrower shall have any right, title or interest, whether express or implied, in any Operating Account. Each Borrower acknowledges and agrees that each Operating Account is subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Account Bank, subject to the terms hereof. Each Borrower and Lender acknowledge and agree that each Operating Account constitutes, and shall be treated as, a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The parties agree that for purposes of Article 9 of the UCC as used in and applied to this Agreement, the State of New York is the “bank’s jurisdiction” (within the meaning of Section 9-304(b) of the UCC) with respect to each Operating Account.

Section 11.06 Collateral and Guaranty Matters . Lender agrees that (a) any Lien granted to or held by Lender hereunder or under any other Loan Document shall be automatically released (i) when all Secured Obligations have been paid in full (other than contingent indemnification obligations that have not yet been asserted) or (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being understood, for the avoidance of doubt, that any sale or other disposition of a SF Property (and any property related thereto) that is not a Borrowing Base Property or has been removed from the Borrowing Base Property Pool pursuant to Section 4.01(c) is permitted hereunder); (b) any party shall be automatically released from its guaranty under the Parent Guaranty or the Pledge and Guaranty Agreement, as applicable, when the Secured Obligations have been paid in full (other than contingent indemnification obligations that have not yet been asserted). In connection with any release pursuant to this Section 11.06 , Lender shall promptly (i) execute and deliver to any Relevant Party, at such Relevant Party’s expense, all documents that such Relevant Party shall reasonably request to evidence such release and (ii) deliver to the applicable Relevant Parties any portion of the Collateral so released in possession of Lender.

ARTICLE 12

INCREASED COSTS; CAPITAL ADEQUACY

Section 12.01 Market Disruption . If prior to any Collection and Reporting Period, Lender determines that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Collection and Reporting Period, Lender shall give prompt notice thereof to Borrowers, whereupon the Applicable Interest Rate for such Collection and Reporting Period, and for all subsequent Collection and Reporting Periods until such notice has been withdrawn by Lender, shall be the Alternative Rate.

Section 12.02 Illegality . If the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by any Governmental Authority after the date hereof shall make it unlawful for Lender to effect or continue Advances as contemplated by the Loan Documents, then, on written notice thereof from Lender to Borrower, (a) Lender’s Commitment to make Advances shall be suspended until such time as Lender may again effect and maintain hereunder and (b) the Applicable Interest Rate shall be converted automatically to the Alternative Rate on the last day of the then current Collection and Reporting Period or within such earlier period as may be required by Requirements of Law.

Section 12.03 Breakfunding . Borrowers shall indemnify Lender and hold Lender harmless from any loss, cost or expense (including reasonable and documented legal fees and expenses, but excluding any loss of anticipated profits) which Lender may sustain or incur arising from (a) the failure by Borrowers for any reason to make the borrowing on the date specified in the relevant Advance Request given pursuant to Section 3.01(b) or (b) any conversion of the Applicable Interest Rate to the Alternative Rate because LIBOR is not available for any reason on a day that is not the last day of the then current Collection and Reporting Period.

Section 12.04 Increased Costs . If the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Lender made after the date of this Agreement (a) shall subject Lender to any tax of any kind whatsoever with respect to the Loan Documents, any Collateral or any Advance, or change the basis of taxation of payments to Lender in respect thereof (except for the imposition of, or any change in the basis or rate of, any Taxes, Other Taxes or Excluded Tax), (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Lender (except any Reserve Requirement), or (c) shall impose on Lender any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Lender, by an amount that Lender deems to be material, of making, continuing or maintaining Advances, or to reduce any amount receivable under the Loan Documents in respect thereof, then, in any such case, Borrowers shall pay to Lender such additional amount or amounts as reasonably necessary to fully compensate Lender for such increased cost or reduced amount receivable.

Section 12.05 Capital Adequacy . If Lender determines that the adoption of or any change in any Requirements of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender or any corporation Controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made after the date of this Agreement has or shall have the effect of reducing the rate of return on Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Lender to be material, then, in any such case, Borrowers shall pay to Lender such additional amount or amounts as reasonably necessary to fully compensate Lender for such reduction.

Section 12.06 Withholding Taxes .

(a) All payments made by a Borrower to Lender or any other Indemnified Person under the Loan Documents shall be made free and clear of and without deduction or withholding for or on account of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and

additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon (collectively, “ Taxes ”), all of which shall be paid by Borrowers for their own account not later than the date when due; provided, however, that Taxes shall not include (collectively, “ Excluded Taxes ”): (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii) any taxes imposed on or measured by the Lender’s assets, net or gross income, revenue, receipts, or profits (including “branch profits” taxes), (iv) any taxes arising after the date hereof solely as a result of or attributable to a Lender changing its lending office after the date such Lender becomes a party hereto, (v) any Excluded FATCA Tax and (vi) any taxes, deductions, withholdings or other governmental charges to the extent imposed as a result of the failure of a Lender, an Eligible Assignee, or a Participant, as applicable, to provide and keep current (to the extent legally able) any certificates, documents or other evidence required to qualify for an exemption from any such taxes, deductions, withholdings or other governmental charges or required by Section 12.06(d) to be furnished by such Lender, the Eligible Assignee, or Participant, as applicable. If any Taxes are required to be deducted or withheld from any amounts payable to Lender and/or any other Indemnified Person, then the relevant Borrower shall (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Lender or other Indemnified Person such additional amounts (the “ Additional Amount ”) as may be necessary so that every net payment made under this Agreement after deduction or withholding for or on account of any Taxes (including any Taxes on such increase and any penalties) is not less than the amount that would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, will not, for the sale of clarity, apply with respect to (i) net income or franchise taxes imposed on Lender and/or any other Indemnified Person, with respect to payments required to be made by a Borrower under the Loan Documents, by a taxing jurisdiction in which Lender and/or any other Indemnified Person is organized, conducts business or is paying taxes (as the case may be), or (ii) any U.S. federal withholding tax imposed on “withholdable payments” made after December 31, 2012 if Lender is a “foreign financial institution” that fails to comply with the requirements of section 1471(b) of the Code or a “non-financial foreign entity” that fails to comply with section 1472(b) of the Code, each as in effect on the date hereof, or Treasury regulations or administrative guidance promulgated thereunder.

(b) In addition, Borrowers agree to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by the United States or any taxing authority thereof or therein that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (“ Other Taxes ”).

(c) Borrowers agree to indemnify Lender for the full amount of Taxes (including Additional Amounts with respect thereto pursuant to Section 12.06(b) ) and Other Taxes (and any liability (including penalties, interest and expenses arising thereon or with respect to Other Taxes)) arising therefrom or with respect thereto, provided that Lender shall have provided Borrowers with evidence, reasonably satisfactory to Borrowers, of payment of Taxes or Other Taxes, as the case may be.

(d) Prior to the date that any Lender, Eligible Assignee, or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Person shall deliver to Borrowers such certificates, documents or other evidence, as required by the Code (and any, Treasury Regulations issued pursuant thereto) (including, without limitation, IRS Forms W-9, W-8ECI, W-8BEN and W-8IMY, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Lender, Eligible Assignee, or Participant establishing that payments to it hereunder are (i) not subject to United States federal backup withholding tax, (ii) not subject to United States federal withholding taxes (including by virtue of a double taxation treaty to which the United States is a party, and including any materials necessary to certify satisfaction of the requirements for the U.S. “portfolio interest” exemption), and (iii) otherwise permitted to be made without backup withholding or withholding taxes under the Code. Each such Lender, Eligible Assignee, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete or inaccurate, and after the occurrence of any event requiring a change in the most recent form delivered to Borrowers and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by a Borrower. For the sake of clarity, no Borrower shall be required to pay any Additional Amount to, or indemnify pursuant to Section 12.06(c) , any Lender, Eligible Assignee, or Participant, if such Lender, Eligible Assignee, or Participant, as applicable, fails to comply with the requirements of this subsection. If any such Lender, Eligible Assignee, or Participant fails to deliver the above forms or other documentation, then Borrowers may withhold from such payment to such Lender, Eligible Assignee, or Participant, as applicable, such amounts as are required by the Code or other Requirements of Law.

(e) Without prejudice to the survival or any other agreement of Borrowers hereunder, the agreements and obligations of Borrowers contained in this Section 12.06 shall survive the termination of the Loan Documents and the repayment in full of the Secured Obligations. Nothing contained in this Section 12.06(e) shall require Lender to make available any of their tax returns or other information that it deems to be confidential or proprietary.

(f) Promptly after Borrowers pay any taxes referred to in this Section 12.06 , Borrowers will send Lender appropriate evidence of such payment.

Section 12.07 Payment and Survival of Obligations . Lender may at any time send Borrowers a notice showing the calculation of any amounts payable pursuant to this Article 12 , and Borrowers shall pay such amounts to Lender within ten (10) Business Days after Borrowers receive such notices; provided that Borrowers shall not be required to compensate Lender pursuant to Sections 12.04 and 12.05 for any increased costs incurred or reductions suffered more than nine months prior to the date that Lender notifies the Borrower of the event giving rise to such increased costs or reductions, and of the Lender’s intention to claim compensation therefor (except that, if any change in Requirement of Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to

include the period of retroactive effect thereof); provided further, that it shall be a condition to the Lender’s exercise of its rights to compensation, if any, under Sections 12.04 and 12.05 that the Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. The obligations of Borrowers under this Article 12 shall apply to Eligible Assignees and shall survive the termination of the Loan Documents and the indefeasible payment in full of the Secured Obligations.

ARTICLE 13

INDEMNITY AND EXPENSES

Section 13.01 Indemnity .

(a) Borrowers shall indemnify and hold harmless Lender, Affiliates of Lender and its and their respective officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors (each an “ Indemnified Person ” and collectively the “ Indemnified Persons ”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable and documented out-of-pocket legal fees and expenses, but excluding losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses, indemnification in respect of which is specifically covered by Sections 12.04 , 12.05 and 12.06 or expressly excluded from the coverage of such Sections), penalties or fines of any kind that may be imposed on, incurred by or asserted against such Indemnified Person (collectively, the “ Indemnified Amounts ”) in any way relating to, arising out of or resulting from or in connection with (i) the Loan Documents, the Property Documents, the Collateral or SF Properties, or the Advances, or any action taken or omitted to be taken by any Indemnified Person in connection with or under any of the foregoing, or any Advance contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Loan Document, Property Document, Collateral, SF Property or any Advance, (ii) any claims, actions or damages by an obligor or lessee with respect to any Collateral or SF Property, (iii) any violation or alleged violation of, non-compliance with or liability under any Requirements of Law applicable to any Relevant Party, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any SF Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any SF Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Borrowers to perform or comply with any Loan Document, Property Document or Collateral, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any SF Property, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Loan Document, Collateral or SF Property, (x) any stamp or documentary taxes attributable to the execution, delivery, filing or recording of any Loan Document, Property Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Collateral or SF Property under any Requirements of Law or any liability asserted against Lender or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation

of any Environmental Laws in connection with any property or Property by any Person or other source, whether related or unrelated to a Borrower, (2) any presence of any Hazardous Substances in, on, within, above, under, near, affecting or emanating from any SF Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to any Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any SF Property of any Hazardous Substances at any time located in, under, on, above or affecting any SF Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any SF Property by any Person or other source, whether related or unrelated to a Borrower, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any SF Property with regard to, or as a result of, any Hazardous Substances or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Loan Document or Property Document relating to environmental matters in any way, or (xiii) each Borrower’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 13.01 , that, in each case, results from anything whatsoever other than (A) any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment, (B) Excluded Taxes or (C) a claim brought by a Borrower or any other Relevant Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Relevant Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In any suit, proceeding or action brought by an Indemnified Person following the occurrence of an Event of Default in connection with any Collateral or SF Property for any sum owing thereunder, or to enforce any provisions of any Collateral or SF Property, Borrower shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor arising out of a breach by Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor from Borrower. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Advance is then in existence. Notwithstanding the foregoing, any fees, costs and expenses with respect to taxes shall be governed by Section 12.06 of this Agreement.

(b) Reserved.

(c) If for any reason the indemnification provided in this Section 13.01 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms thereof, then Borrowers shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and Borrowers on the other hand, the relative fault of such Indemnified Person, and any other relevant equitable considerations.

(d) An Indemnified Person may at any time send Borrowers a notice showing the calculation of Indemnified Amounts, Borrowers shall pay such Indemnified Amounts to such Indemnified Person within ten (10) Business Days after Borrowers receive any such notice. The obligations of Borrowers under this Section 13.01 shall apply to Eligible Assignees who become a party to this Agreement and shall survive the termination of the Loan Documents and the repayment in full of the Secured Obligations.

Section 13.02 Expenses . Within ten (10) Business Days of receiving a reasonably detailed invoice therefor, Borrowers shall pay to or as directed by Lender all documented third-party out-of-pocket fees, costs and expenses (including without limitation, reasonable and documented out-of-pocket fees, costs and expenses of counsel to Lender, but excluding any costs and expenses incurred pursuant to Sections 8.13 and 18.21 at any time an Event of Default does not exist) reasonably incurred by Lender in connection with (a) the development, evaluation, preparation, negotiation, execution, consummation, delivery and administration of, and any amendment, supplement or modification to, or extension, renewal or waiver of, the Loan Documents and the Advances, (b) any Appraisal in respect of an Eligible Property pursuant to this Agreement (provided that Borrowers shall not be required to pay more than $85 for any individual Appraisal and otherwise reimburse the Lender for more than one (1) Appraisal per Eligible Property and the foregoing shall not limit Lender’s right to conduct further due diligence, inspection, testing, review, recording, registration, travel custody, care, insurance or preservation with respect to any Eligible Property or Collateral at Lender’s expense), (c) the enforcement of the Loan Documents or the payment or performance by Borrowers of any Secured Obligations, and (d) any actual or attempted sale, exchange, enforcement, collection, compromise or settlement relating to the Borrowing Base Properties. Notwithstanding the foregoing, (i) any fees, costs and expenses with respect to taxes shall be governed by Section 12.06 of this Agreement and (ii) any fees, costs and expenses with respect to any BPOs ordered by Lender on any Borrowing Base Property shall be paid by Lender.

ARTICLE 14

RESERVED

ARTICLE 15

DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

Section 15.01 Disclosure .

The Parties acknowledge that they have been advised and understand that:

(a) in the case of Advances in which one of the Parties is a broker or dealer registered with the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 do not protect the other Party with respect to any Advance;

(b) in the case of Advances in which one of the Parties is a government securities broker or a government securities dealer registered with the Securities and Exchange Commission under Section 14C of the Securities Exchange Act of 1934, the Securities Investor Protection Act of 1970 will not provide protection to the other Party with respect to any Advance;

(c) in the case of Advances in which one of the Parties is a financial institution, funds held by the financial institution pursuant to an Advance are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable; and

(d) in the case of Advances in which one of the Parties is an “insured depository institution” as that term is defined in Section 1813(c)(2) of Title 12 of the United States Code, funds held by the financial institution pursuant to an Advance are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund or the Bank Insurance Fund, as applicable.

ARTICLE 16

NO RELIANCE

Section 16.01 No Reliance . Each Party acknowledges, represents and warrants to the other Party that, in connection with the negotiation of, entering into, and performance under, the Loan Documents and each Advance:

(a) It is not relying (for purposes of making any investment decision or otherwise) on any advice, counsel or representations (whether written or oral) of the other Party, other than the representations expressly set forth in the Loan Documents;

(b) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Advance) based on its own judgment and on any advice from such advisors as it has deemed necessary and not on any view expressed by the other Party;

(c) It is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Loan Documents and each Advance and is capable of assuming and willing to assume (financially and otherwise) those risks;

(d) It is entering into the Loan Documents and each Advance for the purposes of managing its borrowings or investments or hedging its SF Properties or liabilities and not for purposes of speculation;

(e) It is not acting as a fiduciary or financial, investment or commodity trading advisor for the other Party and has not given the other Party (directly or indirectly through any other Person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Loan Documents or any Advance; and

(f) No partnership or joint venture exists or will exist as a result of the Advances or entering into and performing the Loan Documents.

ARTICLE 17

ASSET MANAGEMENT

Section 17.01 Management of Properties .

(a) With respect to all Borrowing Base Properties, Borrowers agree that Lender is the pledgee of the related Management Rights and all Property Files.

(b) Parent Guarantor, Pledgor/Guarantor and Borrowers shall contract with Asset Manager under the Management Agreements to manage all Borrowing Base Properties in a manner that is consistent with the Asset Management Standard. Borrowers shall not consent to the assignment by Asset Manager of its interest under such Management Agreement (other than to Parent Guarantor or any of its Subsidiaries), terminate or cancel such Management Agreement, or modify, change, supplement, alter or amend such Management Agreement in a manner adverse to the interests of the Lender, in any material respect, without the prior written consent of Lender. Borrowers shall not permit Asset Manager to, sub-contract any of its management responsibilities under a Management Agreement to a third-party except as otherwise permitted in such Management Agreement. Borrowers shall promptly notify Lender of any default by Asset Manager in the performance or observance of any of its obligations under any Management Agreement or the Asset Manager Letter Agreement that could reasonably be expected to have a Material Adverse Effect. Borrowers shall cause Asset Manager to (i) comply with all applicable Federal, State and local laws and regulations, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (ii) maintain all state and federal licenses necessary for it to perform its servicing and management responsibilities hereunder, under each Management Agreement and under the Asset Manager Letter Agreement, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect and (iii) not materially impair the rights of Lender (x) in the Borrowing Base Pool or any payment thereunder that could reasonably be expected to have a Material Adverse Effect or (y) in any Borrowing Base Property or any payment thereunder; provided that the failure to comply with clause (iii)(y) shall only result in such Borrowing Base Property no longer being an Eligible Property and not result in a Default or an Event of Default hereunder.

(c) Borrowers shall ensure that the Asset Manager have full power and authority to do any and all things in connection with the management, conservation, protection and operations of the Borrowing Base Properties as are consistent with the Asset Management Standard and, consistent therewith, shall direct the Asset Manager to, and the Asset Manager shall, make protective advances or other advances necessary for the proper operation, management, leasing, maintenance and disposition of such Borrowing Base Property, unless the Asset Manager determine, in accordance with the Asset Management Standard, that a prudent property manager would not make such advance or that such payment would be a nonrecoverable advance.

(d) Borrowers shall cause Asset Manager to deposit all Net Income received by Asset Manager on the Borrowing Base Properties into the applicable Operating Account in accordance with Section 5.01 hereof.

(e) As a condition precedent to Lender funding any Advances hereunder and following the termination of Asset Manager pursuant to the terms hereof and upon the appointment of any successor Asset Manager, Borrowers shall provide promptly to Lender an Asset Manager Letter Agreement addressed to and executed by Asset Manager.

(f) Upon the occurrence of an Asset Manager Termination Event, Lender shall have the right to immediately (i) terminate Asset Manager’s right to service and manage the Borrowing Base Properties without payment of any penalty or termination fee and (ii) transfer the servicing and/or managing of the Borrowing Base Properties to a successor Asset Manager reasonably satisfactory to Lender at no cost or expense to Lender, it being agreed that Borrowers will pay any fees and expenses required to terminate the Management Agreements and transfer servicing and asset management.

(g) Reserved.

(h) Reserved.

(i) In addition to the foregoing, Borrowers shall cause Asset Manager that is an Affiliate of Borrowers to permit Lender and such third party to inspect upon reasonable prior written notice at a mutually convenient time, Asset Manager’s property management facilities for the purpose of satisfying Lender that Asset Manager has the ability to service or manage the Borrowing Base Properties as provided in this Agreement. In addition, at any time that Asset Manager is not an Affiliate of Borrowers, Borrowers shall use commercially reasonable efforts to enable Lender and such third party to inspect the servicing facilities of the property management facilities of Asset Manager and to cause Asset Manager to cooperate with Lender and/or its designees in connection with any due diligence performed by Lender and/or such designees in accordance with this Section 17.01(i) ; provided that so long as no Default or Event of Default shall have occurred, Borrowers shall not be required to pay for any such diligence or inspection performed pursuant to this Section 17.01(i) .

Section 17.02 Fees and Expenses of Asset Manager . All fees and expenses of Asset Manager shall be borne solely by Borrowers.

Section 17.03 Effect of Asset Manager Conversion . Notwithstanding anything to the contrary herein, from and after the Asset Manager Conversion, the Borrowers make no representations or warranties hereunder and under any other Loan Document, and the covenants hereunder and under any other Loan Document shall not apply, in respect of the Sponsor.

Section 17.04 Reserved .

ARTICLE 18

MISCELLANEOUS

Section 18.01 Governing Law . This Agreement and any claim, dispute or controversy arising under or related to or in connection with this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws principles other than Section 5-1401 of the New York General Obligations law.

Section 18.02 Submission to Jurisdiction; Service of Process . Each Party irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Loan Documents, or for recognition or enforcement of any judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such State court or, to the fullest extent permitted by applicable law, in such Federal court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement, the other Loan Documents shall affect any right that Lender may otherwise have to bring any action or proceeding arising out of or relating to the Loan Documents against a Borrower or its properties in the courts of any jurisdiction. Each Borrower irrevocably and unconditionally waive, to the fullest extent permitted by Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Loan Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party irrevocably consents to service of process in the manner provided for notices in Section 18.12 . Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Section 18.03 IMPORTANT WAIVERS .

(a) EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY LENDER OR ANY INDEMNIFIED PERSON.

(b) TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN THEM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH OR RELATED TO THE LOAN DOCUMENTS, THE COLLATERAL, THE ADVANCES, ANY DEALINGS OR COURSE OF CONDUCT BETWEEN THEM, OR ANY STATEMENTS (WRITTEN OR ORAL) OR OTHER ACTIONS OF EITHER PARTY. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A

JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

(c) TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH BORROWER HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT WHETHER OR NOT INVOLVING ANY INDEMNIFIED PERSON, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION. NO INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY LOAN DOCUMENT OR THE ADVANCES (OTHER THAN AS A RESULT OF SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

(d) EACH BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER OR AN INDEMNIFIED PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER OR AN INDEMNIFIED PERSON WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 18.03 IN THE EVENT OF LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE LOAN DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY.

(e) EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 18.03 ARE A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO THE LOAN DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE LOAN DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(f) THE WAIVERS IN THIS SECTION 18.03 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE LOAN DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(g) THE PROVISIONS OF THIS SECTION 18.03 SHALL SURVIVE TERMINATION OF THE LOAN DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS.

Section 18.04 Integration . The Loan Documents supersede and integrate all previous negotiations, contracts, agreements and understandings (whether written or oral) between the Parties relating to the Advances and the other matters addressed by the Loan Documents, and contain the entire final agreement of the Parties relating to the subject matter thereof.

Section 18.05 Single Agreement . Each Borrower agrees that (a) each Advance is in consideration of and in reliance on the fact that all Advances constitute a single business and contractual relationship, and that each Advance has been entered into in consideration of the other Advances, (b) a default by it in the payment or performance of any its obligations under an Advance shall constitute a default by it with respect to all Advances, (c) Lender may set off claims and apply properties and assets held by or on behalf of Lender with respect to any Advance against the Secured Obligations owing to Lender with respect to other Advances, and (d) payments, deliveries and other transfers made by or on behalf of each Borrower with respect to any Advance shall be deemed to have been made in consideration of payments, deliveries and other transfers with respect to all Advances, and the obligations of each Borrower to make any such payments, deliveries and other transfers may be applied against each other and netted.

Section 18.06 Use of Employee Plan Assets . Each Party represents and warrants that it will not use “plan assets” within the meaning of 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA in any Advance.

Section 18.07 Survival and Benefit of each Borrower’s Agreements . The Loan Documents and all Advances shall be binding on and shall inure to the benefit of the Parties and their successors and permitted assigns. All of each Borrower’s indemnities in the Loan Documents shall survive the termination of the Loan Documents and the payment in full of the Secured Obligations, and shall apply to and benefit all Indemnified Persons, Lender and its successors and assigns, Eligible Assignees and Participants. No other Person shall be entitled to any benefit, right, power, remedy or claim under the Loan Documents.

Section 18.08 Assignments and Participations .

(a) Except as expressly permitted by this Agreement, no Borrower shall sell, assign or transfer any of its rights or the Secured Obligations or delegate its duties under this Agreement or any other Loan Document without the prior written consent of Lender, and any attempt by a Borrower to do so without such consent shall be null and void.

(b) Lender may at any time, without the consent of or notice to Borrowers, sell participations to any Person (other than a natural person) (a “ Participant ”) in all or any portion of Lender’s rights and/or obligations under the Loan Documents; provided , that (i) Lender’s obligations under the Loan Documents shall remain unchanged, (ii) Lender shall remain solely responsible to Borrowers for the performance of such obligations, and (iii) Borrowers shall continue to deal solely and directly with Lender in

connection with Lender’s rights and obligations under the Loan Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Loan Document, except to the extent that the Aggregate Advance or Accrued Interest with respect to any Advance would be reduced or the date on which any scheduled payment of principal on the Advances is to be made would be postponed. Each Participant shall be entitled to the benefits of Sections 12.03 , 12.04 , 12.05 , 12.06 and 12.07 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c) , but shall not be entitled to receive any greater payment thereunder than Lender would have been entitled to receive with respect to the participation sold to such Participant had the Lender not sold such Participation, unless the sale of the participation to such Participant is made with Borrowers’ prior written consent.

(c) Lender may at any time, without consent of Borrowers (except as otherwise provided in the definition of “Eligible Assignee”) but upon notice to Borrowers, sell and assign to any Eligible Assignee all or any portion of all of the rights and obligations or duties of Lender under the Loan Documents. Notwithstanding the foregoing, in the case of an assignment to an Eligible Assignee that is not an Affiliate of Lender, (x) consent from the Borrowers shall be required to any documentation changes required or reasonably requested in connection with any partial assignment, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) such Eligible Assignee in connection with any partial assignment shall have no consent rights to any amendment, modification or waiver of this Agreement or any other Loan Document, which rights shall remain under the exclusive control of the Lender and the Relevant Parties party to each such Loan Document. The Borrowers shall be deemed to have consented to any such assignment and related documentation changes unless it shall have objected thereto by written notice to the Lender within ten (10) Business Days after having received such notice and a draft of such documentation changes, as applicable. The Borrowers agree to execute any documents reasonably requested by Lender in connection with any such assignment that are reasonably satisfactory to the Borrowers. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit M (an “ Assignment and Acceptance ”). From and after the closing of such Assignment and Acceptance, (i) such Eligible Assignee shall be a Party and, to the extent provided therein and subject to this Section 18.08(c), have the rights and obligations of Lender under the Loan Documents with respect to the percentage and amount of the commitment hereunder to make Advances that have been allocated to it, (ii) Lender shall, to the extent provided therein, be released from such obligations (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Lender’s rights and obligations under the Loan Documents, Lender shall cease to be a Party), (iii) the obligations of Lender shall be deemed to be so reduced, and (iv) Lender will give prompt written notice thereof (including identification of the Eligible Assignee and the amount of the Commitments that have been allocated to it) to each Party (but Lender shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Lender of rights or obligations under the Loan Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Loan Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 18.08(b) . To the extent that an assignment of the Lender’s all or any portion of all of the rights and obligations or duties of Lender under the Loan Documents would, at the time of such assignment, result in increased costs under Section 12.04 or 12. 06 from those being charged by the Lender prior to such assignment,

then no Borrower shall be obligated to pay such increased costs (although the Borrowers (jointly and severally), in accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).

(d) In connection with any such sale and assignment of participations or assignments, each of Lender and Borrowers hereby agrees to amend the terms hereof to include standard agency, voting and other provisions, as may be reasonably requested by Lender or Borrowers, necessary to account for the appointment of an administrative agent and the fact that there will be multiple lenders under this Agreement; provided , that, for the avoidance of doubt, none of the foregoing shall change any economic or other term of the Loan Documents in a manner adverse to Borrowers without the consent of Borrowers and Borrowers shall not be obligated to incur any additional costs in connection therewith.

(e) [Reserved].

Section 18.09 Reserved .

Section 18.10 Confidentiality . All information regarding the terms set forth in any of the Loan Documents or the Advances, and any information contained in the documents delivered to Lender pursuant to Section 4.01 and any Tenant credit information, shall be kept confidential and shall not be disclosed by either Party to any Person except (a) to the Affiliates of such Party or its or their respective directors, officers, employees, agents, advisors, attorneys and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority or required by Requirements of Law, (c) to the extent required to be included in the financial statements of either Party or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Loan Documents or in connection with Collateral or Borrowing Base Properties, and (e) to any actual or prospective Participant or Eligible Assignee which agrees to comply with this Section 18.10 .

Section 18.11 No Implied Waivers . No failure on the part of Lender to exercise, or delay in exercising, any right or remedy under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude any further exercise thereof or the exercise of any other right. The rights and remedies in the Loan Documents are cumulative and not exclusive of any rights and remedies provided by law. Application of the Default Rate after an Event of Default shall not be deemed to constitute a waiver of any Event of Default or Lender’s rights and remedies with respect thereto, or a consent to any extension of time for the payment or performance of any obligation with respect to which the Default Rate is applied. Except as otherwise expressly provided in the Loan Documents, no amendment, waiver or other modification of any provision of the Loan Documents shall be effective without the signed agreement of each Borrower and Lender. Any waiver or consent under the Loan Documents shall be effective only if it is in writing and only in the specific instance and for the specific purpose for which given.

Section 18.12 Notices and Other Communications . Unless otherwise provided in this Agreement, all notices, consents, approvals, requests and other communications required or permitted to be given to a Party hereunder shall be in writing and sent prepaid by hand delivery,

by certified or registered mail, by expedited commercial or postal delivery service, or by facsimile or email if also sent by one of the foregoing, to the address for such Party specified in Schedule 2 or such other address as such Party shall specify from time to time in a notice to the other Party. Any of the foregoing communications shall be effective when delivered or upon the first attempted delivery on a Business Day. A Party receiving a notice that does not comply with the technical requirements of this Section 18.12 may elect to waive any deficiencies and treat the notice as having been properly given.

Section 18.13 Counterparts; Electronic Transmission . This Agreement and any other Loan Document may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The parties agree that this Agreement, any documents to be delivered pursuant to this Agreement, any other Loan Document and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

Section 18.14 No Personal Liability .

(a) No administrator, incorporator, Affiliate, owner, member, partner, stockholder, officer, director, employee, agent or attorney of Lender, any Indemnified Person, or Borrowers, as such, shall be subject to any recourse or personal liability under or with respect to any obligation of Lender or Borrowers under the Loan Documents, whether by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed that the obligations of Lender or Borrowers under the Loan Documents are solely their respective corporate, limited liability company or partnership obligations, as applicable, and that any such recourse or personal liability is hereby expressly waived.

(b) This Section 18.14 shall survive the termination of the Loan Documents and the repayment in full of the Secured Obligations.

Section 18.15 Protection of Lender’s Interests in the Collateral; Further Assurances .

(a) [Reserved ] .

(b) [Reserved].

(c) If Borrowers fail to perform any of their Secured Obligations, Lender may (but shall not be required to) perform or cause to be performed such Secured Obligation, and the costs and expenses incurred by Lender in connection therewith shall be payable by Borrowers in accordance with Section 13.02 . Without limiting the generality of the foregoing, Borrowers authorize Lender, at the option of Lender and the expense of Borrowers, at any time and from time to time, to take all actions and pay all amounts that Lender deems reasonably necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Collateral and Lender’s Liens and interests therein or thereon and to give effect to the intent of the Loan Documents. No Default or Event of Default shall be cured by the payment or

performance of any Secured Obligation by Lender on behalf of Borrowers. Lender may make any such payment in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax Lien, title or claim except to the extent such payment is being contested in good faith by Borrowers in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

(d) Without limiting the generality of the foregoing, Borrowers will no earlier than six (6) months or later than three (3) months before the fifth (5 ^th ) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement.

(e) Except as provided in the Loan Documents, the sole duty of Lender, or any designee or agent of Lender with respect to the Collateral shall be to use reasonable care in the custody, use, operation and preservation of the Collateral in its possession or control. Lender shall incur no liability to Borrowers or any other Person for any act of Governmental Authority, act of God or other destruction in whole or in part or negligence or wrongful act of custodians or agents selected by Lender with reasonable care, or Lender’s failure to provide adequate protection or insurance for the Collateral, except in each case if Lender is determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment to have acted with gross negligence or engaged in willful misconduct. Lender shall have no obligation to take any action to preserve any rights of Borrowers in any Collateral against prior parties, and Borrowers hereby agree to take such action. Lender shall have no obligation to realize upon any Collateral except through proper application of any distributions with respect to the Collateral made directly to Lender or its agent(s). So long as Lender shall act in good faith in their handling of the Collateral, Borrowers waive or is deemed to have waived the defense of impairment of the Collateral by Lender.

Section 18.16 Default Rate . To the extent permitted by Requirements of Law, Borrowers shall pay interest at the Default Rate on the amount of all Secured Obligations not paid when due under the Loan Documents until such Secured Obligations are paid or satisfied in full (other than contingent indemnification obligations that have not yet been asserted).

Section 18.17 Termination . This Agreement shall remain in effect until the Termination Date. However, no such termination shall affect Borrowers’ outstanding obligations to Lender at the time of such termination, nor shall it affect the survivability of any provisions in this Agreement that, by their express terms, are intended to survive the termination of this Agreement or any of the other Loan Documents and the repayment in full of the Secured Obligations.

Section 18.18 Set-off . In addition to any rights now or hereafter granted under the Loan Documents, Requirements of Law or otherwise, each Borrower hereby grants to Lender, to secure repayment of the Secured Obligations, a right of set-off upon any and all of the following: (i) monies, securities, collateral or other property of such Borrower and each other Relevant

Party and any proceeds from the foregoing, now or hereafter held or received by Lender or any Affiliate of Lender, for the account of such Borrower and each other Relevant Party that is a party to a Loan Document, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (ii) any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or Indebtedness of such Borrower and each other Relevant Party that is a party to a Loan Document at any time existing, (iii) any obligation owed by Lender or any Affiliate of Lender to such Borrower or such other Relevant Party and (iv) any Secured Obligations or Indebtedness owed by such Borrower or such other Relevant Party and any Indebtedness owed by Lender or any Affiliate of Lender to such Borrower or such other Relevant Party, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Loan Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Lender or any Affiliate of Lender to or for the credit of such Borrower or such other Relevant Party without prejudice to Lender’s right to recover any deficiency. Each of Lender and each Affiliate of Lender is hereby authorized, upon any amount that is due and payable by any Borrower or any other Relevant Party that is a party to the Loan Documents to Lender or any Indemnified Person under the Loan Documents or the Secured Obligations and is not paid when due hereunder or thereunder or upon the occurrence of an Event of Default, without notice to any Borrower or any other Relevant Party, any such notice being expressly waived by Borrowers and each other Relevant Party to the extent permitted by any Requirements of Law, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Lender by any Borrower or any other Relevant Party that is a party to a Loan Document under the Loan Documents and the Secured Obligations, irrespective of whether Lender or any Affiliate of Lender shall have made any demand under the Loan Documents and regardless of any other collateral securing such amounts, and in all cases without waiver or prejudice of Lender’s rights to recover any deficiency. Borrowers shall be deemed directly indebted to Lender in the full amount of all amounts owing to Lender by Borrowers under the Loan Documents and the Secured Obligations, and Lender shall be entitled to exercise the rights of set-off provided for above. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE COLLATERAL UNDER THE LOAN DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET-OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY BORROWERS.

Lender shall promptly notify the affected Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. If an amount or obligation is unascertained, Lender may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant Person accounting to the other Person when the amount or obligation is ascertained. Nothing in this Section 18.18 shall be effective to create a charge or other security interest. This Section 18.18 shall be without prejudice and in addition to any right of set-off, combination of accounts, Lien or other rights to which any Person is at any time otherwise entitled.

Section 18.19 Power of Attorney . Each Borrower hereby authorizes Lender to file such financing statement or statements relating to the Collateral and other collateral pledged to Lender hereunder and under the other Loan Documents as Lender, at its option, may deem appropriate. Each Borrower hereby appoints Lender as such Borrower’s agent and attorney-in-fact to execute any such financing statement or statements in such Borrower’s name and to perform all other

acts which Lender deems appropriate to perfect and continue its ownership interest in and/or the security interest granted hereby, if applicable, and to protect, preserve and realize upon the Collateral, including, but not limited to, the right to complete blanks in documents, transfer servicing, and sign assignments on behalf of such Borrower as its agent and attorney-in-fact. This agency and power of attorney is coupled with an interest and is irrevocable without Lender’s consent. Notwithstanding the foregoing, the power of attorney hereby granted may be exercised only during the occurrence of any Event of Default hereunder. Borrowers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 18.19 . In addition, each Borrower shall execute and deliver to Lender a power of attorney in the form set forth in Exhibit L attached hereto (“ Power of Attorney ”).

Section 18.20 Borrower’s Waiver of Setoff . Each Borrower hereby waives any right of setoff it may have or to which it may be or become entitled under the Loan Documents or otherwise against Lender, any Affiliate of Lender, any Indemnified Person or their respective assets or properties.

Section 18.21 Periodic Due Diligence Review . Upon reasonable prior notice to Borrowers, unless a Default or Event of Default has occurred, in which case no notice is required, during normal business hours, Lender may perform at least one (1) due diligence review during each calendar year with respect to the Collateral, the SF Properties, Borrowers and Affiliates of Borrowers and Asset Manager including ordering new third party reports, for purposes of, among other things, verifying compliance with the representations, warranties, ordering BPOs at any time during the term of this Agreement, covenants, agreements, duties, obligations and specifications made under the Loan Documents or otherwise; provided that so long as no Default or Event of Default shall have occurred, the Borrowers shall not be required to pay for any such due diligence review. Borrowers shall cause Asset Manager to cooperate with Lender by permitting Lender to conduct due diligence reviews of the related Management Files and Property Files, as applicable, upon reasonable prior notice to Borrowers, unless a Default or Event of Default has occurred, in which case no notice is required, during normal business hours; provided that so long as no Default or Event of Default shall have occurred the Borrowers shall not be required to pay for any such due diligence reviews.

Section 18.22 Reserved .

Section 18.23 Joint and Several Secured Obligations .

(a) At all times when there is more than one Borrower under this Agreement, each Borrower hereby acknowledges and agrees that (i) each Borrower shall be jointly and severally liable for and hereby guarantees to Lender to the maximum extent permitted by Requirements of Law for the full and prompt payment and performance of all Secured Obligations, (ii) the liability of each Borrower for such guaranty (A) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all Secured Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Lender, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the occurrence from time to time of any event, including any of the following, whether or not with notice to or the

consent of any Borrower, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Secured Obligations, (2) the failure to give notice to Borrower of the occurrence of an Event of Default, (3) the release, substitution or exchange by Lender of any Collateral (whether with or without consideration) or the acceptance by Lender of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Secured Obligations, whether by Lender or in connection with any Insolvency Proceeding affecting any Borrower or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Secured Obligations or any part thereof, or (5) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.23 , result in the release or discharge of any Borrower or all Borrowers from the performance or observance of any Secured Obligation, (iii) Lender shall not be required first to initiate any suit or to exhaust its remedies against any Borrower or any other Person to become liable, or against any of the Collateral, in order to enforce the Loan Documents and each Borrower expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Borrower shall be and remain directly and primarily liable for all sums due under any of the Loan Documents, (iv) when making any demand hereunder against any Borrower, Lender may, but shall be under no obligation to, make a similar demand on any other Borrower, and any failure by Lender to make any such demand or to collect any payments from any other Borrower, or any release of any such other Borrower shall not relieve any Borrower in a respect of which a demand or collection is not made or any Borrower not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Lender against any Borrower, and (v) on disposition by Lender of any property encumbered by any Collateral, each Borrower shall be and shall remain jointly and severally liable for any deficiency.

(b) To the extent that any Borrower (the “ paying Borrower ”) pays more than its proportionate share of any payment made hereunder, the paying Borrower shall be entitled to seek and receive contribution from and against any other Borrower that has not paid its proportionate share; provided , that the provisions of this Section 18.23 shall not limit the duties, covenants, agreements, obligations and liabilities of any Borrower to Lender, and, notwithstanding any payment or payments made by the paying Borrower hereunder or any setoff or application of funds of the paying Borrower by Lender, the paying Borrower shall not be entitled to be subrogated to any of the rights of Lender against any other Borrower or any collateral security or guarantee or right of setoff held by Lender, nor shall the paying Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower in respect of payments made by the paying Borrower hereunder, until all Secured Obligations are paid in full. If any amount shall be paid to the paying Borrower on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by the paying Borrower in trust for Lender, segregated from other funds of the paying Borrower, and shall, forthwith upon receipt by the paying Borrower, be turned over to Lender in the exact form received by the paying Borrower (duly indorsed by the paying Borrower to Lender, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as Lender may determine.

(c) The Secured Obligations are full recourse obligations to each Borrower, and each Borrower hereby forever waives, demises, acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to the contrary.

Section 18.24 Patriot Act Notice . Lender hereby notifies Borrowers that Lender is required by the Patriot Act to obtain, verify and record information that identifies Borrowers.

Section 18.25 Successors and Assigns . Subject to the foregoing, the Loan Documents and any Advances shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns.

[ONE OR MORE UNNUMBERED SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , the Parties have caused this Agreement to be duly executed as of the date first above written.


BORROWERS:

AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer


AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC , as a Borrower

By:	/s/ David P. Singelyn
Name:	David P. Singelyn
Title:	Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC , as a Borrower

By:	/s/ David P. Singelyn
Name:	David P. Singelyn
Title:	Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC , as a Borrower

By:	/s/ David P. Singelyn
	Name:	David P. Singelyn
	Title:	Chief Executive Officer


LENDER:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Scott Evans
	Name:	Scott Evans
	Title:	Managing Director

EXHIBIT A

FORM OF PROMISSORY NOTE


$
[Month] , 20		New York, New York

FOR VALUE RECEIVED, American Homes 4 Rent Properties One, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Two, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Three, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Four, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Five, LLC, a Delaware limited liability company, and American Homes 4 Rent Properties Six, LLC, a Delaware limited liability company (each a “ Borrower ” and jointly and severally, the “ Borrowers ”), hereby promise to pay to the order of Wells Fargo Bank, National Association (“ Lender ”), at the principal office of Lender at 550 S. Tryon Street, 5 ^th Floor, MAC D1086-051, Charlotte, North Carolina 28202, in lawful money of the United States, and in immediately available funds, the principal sum of [ ] ($ ) (or such lesser amount as shall equal the Aggregate Advance made by Lender to the Borrowers under the Master Loan and Security Agreement, dated as of [ ], 2013 (as amended, supplemented or otherwise modified and in effect from time to time, the “ Loan Agreement ”), among Lender and the Borrowers, on the dates and in the principal amounts provided in the Loan Agreement, and to pay interest on the unpaid principal amount of the Aggregate Advance, at such office, in like money and funds, for the period commencing on the initial Advance Date until the Aggregate Advance shall be paid in full, at the rates per annum and on the dates provided in the Loan Agreement.

Terms used but not defined in this Promissory Note have the respective meanings assigned to them in the Loan Agreement.

The date, amount and interest rate of each Advance made by Lender to Borrowers, and each payment made on account of the principal thereof, shall be recorded by Lender on its books and, prior to any transfer of this Promissory Note, endorsed by Lender on the schedule attached hereto or any continuation thereof; provided , that the failure of Lender to make any such recordation or endorsement shall not affect the obligations of Borrowers to make a payment when due of any amount owing under the Loan Agreement or hereunder in respect of the Advances made by Lender.

This Promissory Note is the Note referred to in the Loan Agreement, and evidences the Advances made by Lender thereunder. The Borrowers’ obligations under this Promissory Note are the joint and several obligations of the Borrowers, which obligations are secured by a first priority lien on all of Borrowers’ assets under the Loan Agreement, as more fully described in the Loan Agreement as “Collateral”. Notwithstanding the pledge of the Collateral, Borrowers hereby acknowledge, admit and agree that Borrowers’ obligations under this Promissory Note are recourse obligations to which each Borrower pledges its full faith and credit.

Borrowers agree to pay all Lender’s costs of collection and enforcement (including reasonable and documented attorneys’ fees and disbursements of Lender’s counsel) in respect of this Promissory Note when incurred, including, without limitation, reasonable attorneys’ fees through appellate proceedings.

Borrowers, and any indorsers or guarantors hereof, (a) severally waive diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayments of this Promissory Note, (b) expressly agree that this Promissory Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further Collateral, the release of any Collateral for this Promissory Note, the release of any party primarily or secondarily liable hereon, and (c) expressly agree that it will not be necessary for Lender, in order to enforce payment of this Promissory Note, to first institute or exhaust Lender’s remedies against Borrowers or any other party liable hereon or against any Collateral for this Promissory Note. No extension of time for the payment of this Promissory Note, or any installment hereof, made by agreement by Lender with any person now or hereafter liable for the payment of this Promissory Note, shall affect the liability under this Promissory Note of Borrowers, even if any Borrower is not a party to such agreement; provided that Lender and Borrowers, by written agreement between them, may affect the liability of Borrowers.

Any reference herein to Lender shall be deemed to include and apply to every subsequent holder of this Promissory Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Promissory Note.

Any enforcement action relating to this Promissory Note may be brought by motion for summary judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil Practice Law and Rules. Borrowers hereby submit to New York jurisdiction with respect to any action brought with respect to this Promissory Note and waive any right with respect to the doctrine of forum non conveniens with respect to such transactions.

This Promissory Note shall be governed by and construed under the laws of the State of New York (without reference to choice of law doctrine but with reference to Section 5-1401 of the New York General Obligations Law, which by its terms applies to this Promissory Note) whose laws Borrowers expressly elect to apply to this Promissory Note. Borrowers agree that any action or proceeding brought to enforce or arising out of this Promissory Note may be commenced in the Supreme Court of the State of New York, Borough of Manhattan, or in the District Court of the United States for the Southern District of New York.


American Homes 4 Rent Properties One, LLC,
as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Two, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Three, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Four, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Five, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Six, LLC, as a Borrower

By:
Name:
Title:

SCHEDULE OF LOANS

This Note evidences Advances made under the within-described Loan Agreement to Borrowers, on the dates, in the principal amounts and bearing interest at the rates set forth below, and subject to the payments and prepayments of principal set forth below:


Date Made	Principal Amount of Loan	Amount Paid or Prepaid	Unpaid Principal Amount	Notation Made by	Borrower’s Name

EXHIBIT B

FORM OF MONTHLY BORROWING BASE REPORT

[SEE ATTACHED]

American Homes 4 Rent

Property Report

EXHIBIT B-1

Date of Submission:

Property

Lease Information

Valuation—Cost

Lender Evaluation

Valuation—AVM

Owner
(SPV)

Property
Number

Acquisition
Channel

Acquisition
Date

Date add to
Borrow
Base

Address

City

State

Zip

Leased
(Y/N)

Date
Leased

Date Last
Lease
Term

Purchase
Price

Add’t Cost
Previously
Submitted

Subtotal

Add’t Cost
Since Last
Report

Total Cost

Previous
Evaluation

Revised
Evaluation
(if updated)

Deemed
Cost

Previous
AVM

Revised
AVM
(if desired)

(a)

(b)

(c)

—

Updated value of Borrowing Base

(lower of (a) and [(b) or (c)]

[use (c) if updated on all Properties, otherwise (b)]

Note: Deemed cost is lower of cost or Evaluation

EXHIBIT B-2

Documents Submitted Concurrently

Documents Submitted To Date

Recorded
Deed

Purchase
Receipt

Title
Policy

Lease

Recorded
Deed

Purchase
Receipt

Title
Policy

Lease

EXHIBIT C

FORM OF CLOSING CERTIFICATE

[BORROWER][PARENT GUARANTOR][PLEDGOR/GUARANTOR][ASSET MANAGER]

CLOSING CERTIFICATE

[ ], 201

Reference is made to that certain Master Loan and Security Agreement, dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as lender. Capitalized terms used, but not defined herein, shall have the meaning assigned thereto in the Loan Agreement.

Pursuant to Section 6.01(a)(iv) of the Agreement, I, [ ], hereby certify that I am the duly appointed [INCLUDE TITLE] of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager] and I hereby further certify solely in my capacity as [INCLUDE TITLE] of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager], and not in any individual capacity, that:

Attached hereto as Exhibit A is a true, correct and complete copy of the Certificate of [Limited Partnership][Formation][Trust] of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager] as certified by the [Secretary of State of the State of ][Maryland State Department of Assessments and Taxation] and as in full force and effect on the date hereof. No amendment or other document relating to or affecting the Certificate of [Limited Partnership][Formation][Trust] has been filed with [the Secretary of State of the State of ][Maryland State Department of Assessments and Taxation] and no action has been taken by the [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager] or its shareholders, directors or officers in contemplation of the filing of any such amendment or other documents and no proceedings therefore have occurred, except for amendments included in the copy attached hereto.

Attached hereto as Exhibit B is a true, correct and complete copy of the [partnership agreement][by-laws][operating agreement][trust agreement] of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager], as in full force and effect on the date hereof, and such [partnership agreement][by-laws][operating agreement][trust agreement] [have][has] not been amended, except for amendments included in the copy attached hereto.

Attached hereto as Exhibit C is a true, correct and complete copy of the resolutions of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager] duly and validly adopted [at a regular meeting][by unanimous consent] that apply to the Agreement and the other Loan Documents, and such resolutions have not been amended, modified or rescinded in any respect and remain in full force and effect without modification or amendment as of the date hereof.

Attached hereto as Exhibit D is a true, correct and complete copy of the Certificate of Good Standing of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager], issued by the [the Secretary of State of the State of ]][Maryland State Department of Assessments and Taxation], the jurisdiction of incorporation of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager]. To the extent of my knowledge, no event has occurred which has adversely affected the standing of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager] as reflected in such Certificate of Good Standing, since the date of such certificate.

Each of the persons listed below (i) has been duly appointed to and now holds the office of [Borrower][Parent Guarantor][Pledgor/Guarantor][Asset Manager] set forth opposite his or her name, (ii) is currently serving in such capacity, (iii) is duly authorized to execute and deliver the Agreement and the other Loan Documents and (iv) the signature of each such person set forth opposite his or her title is his or her true and genuine signature:


Name	Office	Signature

[Signature Page Follows]


[ ]

By:
Name:
Title:

Signature Page to Closing Certificate (AH4R)

EXHIBIT A

CERTIFICATE OF [LIMITED PARTNERSHIP][INCORPORATION][FORMATION][TRUST]

EXHIBIT B

[PARTNERSHIP AGREEMENT][BY-LAWS][OPERATING AGREEMENT][TRUST AGREEMENT]

EXHIBIT C

RESOLUTIONS

EXHIBIT D

CERTIFICATE OF GOOD STANDING

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

, 201

Wells Fargo Bank, National Association

301 S. College St.

MAC D1053-082

Charlotte, North Carolina 28202

Attention: Derrick Land

Re: Master Loan and Security Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrower ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (as more specifically defined below, “ Lender ”)

This Compliance Certificate is furnished pursuant to the above Agreement. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the respective meanings ascribed thereto in the Agreement.

I, the undersigned, hereby certify to the Lender (not in my individual capacity, but solely as a Responsible Officer of [Sponsor][Parent Guarantor] (the “ Company ”)) as follows:

I am a duly elected Responsible Officer of the Company.

All of the financial statements, calculations and other information set forth in this Compliance Certificate, including in any exhibit or other attachment hereto, are true, complete and correct in all material respects as of the date hereof or in the case of the financial statements and any calculations based thereon, as of the date of such financial statements.

I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and financial condition of the Company during the accounting period covered by the financial statements attached hereto (or most recently delivered to Lender if none are attached).

The examinations described in the immediately preceding paragraph did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate (including after giving effect to any pending Advances requested to be entered into), except as set forth below.

Attached as Exhibit 1 hereto are the financial statements required to be delivered pursuant to Section 8.09 (a) and (b) of the Agreement (or, if none are required to be delivered as of the date of this Compliance Certificate or this Compliance Certificate is a Monthly Compliance Certificate being delivered pursuant to Section 8.09(c) of the Agreement, the financial statements most recently delivered pursuant to Section 8.09 (a) and (b) of the Agreement), which financial statements, to the best of my knowledge after due inquiry, fairly present in all material respects, the consolidated financial condition and operations of the Company and the consolidated results of their operations as of the date or with respect to the period therein specified, determined in accordance with GAAP.

[Attached as Exhibit 2 hereto are the operating budget and cash flow projections of the Company required to be delivered pursuant to Section 8.09(b) of the Agreement, which projections (or, if none are required to be delivered as of the date of this Compliance Certificate, the projections most recently delivered pursuant to Section 8.09(b) of the Agreement), to the best of my knowledge after due inquiry, have been prepared in good faith based upon reasonable assumptions and presently constitute good faith estimates for the fiscal year therein specified, but with it being understood that such projections are not a guarantee of future performance and that such future performance may vary materially from such projections.] ¹

[Attached as Exhibit 3 hereto are the calculations demonstrating compliance with the financial covenants set forth in Section 8.07 of the Agreement and showing in detail the calculations projected with respect to the requirements of Section 8.07 for the upcoming period of four (4) fiscal quarters (it being recognized by the Lender that any projections and forecasts provided by or on behalf of the Company are based on good faith estimates and assumptions believed by the Company to be reasonable as of the date of the applicable projections or assumptions, subject to uncertainties and contingencies, many of which are beyond the control of the Company and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).] ²

To the best of my knowledge, Borrower has, during the period since the delivery of the immediately preceding Compliance Certificate, observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects every condition, contained in the Agreement and the other Loan Documents to be observed, performed or satisfied by it, and I have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes an Event of Default or Default (including after giving effect to any pending Advances requested to be entered into), except as set forth below.

¹	Exhibit 2 to be delivered in connection with a Compliance Certificate delivered pursuant to Section 8.09(b) of the Agreement.

²	Exhibit 3 to be delivered in connection with a Compliance Certificate delivered pursuant to Section 8.09 (a) or (b) of the Agreement.

Described below are the exceptions, if any, to the above paragraph, setting forth in detail the nature of the condition or event, the period during which it has existed and the action which Borrowers have taken, is taking, or proposes to take with respect to such condition or event:

The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Compliance Certificate, are made and delivered as of , 201 .

Name:

Title:

[ Exhibit 1 : Financial Statements]

[ Exhibit 2 : Projections]

[ Exhibit 3 : Financial Covenant Compliance Calculations]

EXHIBIT E-1

FORM OF BORROWING BASE ADDITION NOTICE

, 201

Wells Fargo Bank, National Association

301 S. College St.

MAC D1053-082

Charlotte, North Carolina 28202

Attention: Derrick Land

Re: Master Loan and Security Agreement, dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (as more specifically defined below, “ Lender ”). Capitalized terms used by not defined herein have the meanings assigned to such terms in the Agreement.

Ladies and Gentlemen:

In accordance with Section 4.01(b) of the Agreement, the Borrowers hereby notifies Lender of its desire to include each Eligible Property set forth on Schedule 1 attached hereto in the Borrowing Base Property Pool, with such addition to be effective as of [ , 201 ].


1.	Borrowing Base prior to addition	$

2.	Value of the Borrowing Base Properties to be added to the Borrowing Base (50% of cost basis)	$

3.	Lender Adjustments (resulting from Lender Evaluations being less than cost basis)	$

4.	Borrowing Base After Addition (Borrowing Base prior to addition (Line 1) plus Value of Properties added (Line 2) minus Lender Adjustments (Line 3))	$

5.	Aggregate Advances outstanding	$

6.	Aggregate Advances outstanding less the adjusted Borrowing Base (Line 6 minus Line 5)	$

[Signature Page Follows]


American Homes 4 Rent Properties One, LLC,
as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Two, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Three, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Four, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Five, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Six, LLC, as a Borrower

By:
Name:
Title:


Acknowledged and Agreed:

Wells Fargo Bank, National Association, as Lender

By:
		Name:
		Title:

Schedule 1

Property Schedule

EXHIBIT E-2

FORM OF BORROWING BASE REMOVAL NOTICE

, 201

Wells Fargo Bank, National Association

301 S. College St.

MAC D1053-082

Charlotte, North Carolina 28202

Attention: Derrick Land

Re: Master Loan and Security Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (as more specifically defined below, “ Lender ”). Capitalized terms used by not defined herein have the meanings assigned to such terms in the Agreement.

Ladies and Gentlemen:

In accordance with Section 4.01(c) of the Agreement, the Borrowers hereby request the removal of the Borrowing Base Property set forth on Schedule 1 attached hereto from the Borrowing Base Property Pool, with such removal to be effective as of [ , 201 ].


1.	Borrowing Base prior to removal	$

2.	Value of Borrowing Base Property to be removed from the Borrowing Base	$

3.	Borrowing Base after this removal (Line 1 minus Line 2)	$

4.	Aggregate Advances outstanding	$

5.	Outstanding Aggregate Advances less the adjusted Borrowing Base (Line 4 minus Line 3)	$

[ Signature Page Follows ]


American Homes 4 Rent Properties One, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Two, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Three, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Four, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Five, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Six, LLC, as a Borrower

By:
Name:
Title:


Acknowledged and Agreed:

Wells Fargo Bank, National Association, as Lender

By:
Name:
Title:

Schedule 1

Property Schedule

EXHIBIT F

FORM OF JOINDER AGREEMENT AND

OMNIBUS AMENDMENT

This JOINDER AGREEMENT AND OMNIBUS AMENDMENT (this “ Agreement ”) is made and is effective as of this day of , 201 (the “ Effective Date ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each an “ Initial Borrower ” and collectively the “ Initial Borrowers ”), WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Lender ”), [ ], a [ ], [ ], a [ ] and [ ], a [ ] (each a “ Joining Borrower ” and collectively the “ Joining Borrowers ”) and each of the other parties that executes and delivers to Lender a signature page hereto.

RECITALS

WHEREAS, Initial Borrowers and Lender entered into (i) that certain Master Loan and Security Agreement, dated as [ ], 2013 (as amended, joined, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), and (ii) each other Loan Document listed on Schedule I hereto (together with the Loan Agreement, the “ Initial Borrower Documents ”);

WHEREAS, the parties hereto each desire to add each Joining Borrower as a Borrower under the Initial Borrower Documents, as set forth in this Agreement;

WHEREAS, the parties hereto agree that as of the Effective Date, each Joining Borrower shall be a Borrower under the Initial Borrower Documents, as more specifically provided herein; and

WHEREAS, the parties hereto agree to amend each Initial Borrower Document as provided herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Defined Terms . Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

2. Amendment to Documents . As of the Effective Date, each of the Initial Borrower Documents is hereby amended to add each Joining Borrower as a Borrower thereunder and thereafter, all references to “Borrower” and “Borrowers” in this Agreement, the Loan Agreement and any of the other Initial Borrower Documents shall include each of the Initial Borrowers and each of the Joining Borrowers, as the context shall require. Notwithstanding the foregoing or anything contained herein to the contrary, as a condition precedent to the effectiveness of this Agreement, Lender shall have received from each Joining Borrower a counterpart to this Agreement, and from each other Borrower and Lender, together with the items set forth in Sections 6.01(a)(ii) through (iv), 6.01(a)(vii) (if requested by

Lender), 6.01(a)(viii) through (xii), 6.01(c), 6.01(e), 6.01(f) of the Loan Agreement to the extent not previously provided with respect to such Joining Borrower and Lender has completed to its satisfaction such due diligence of such Joining Borrower (including, Lender’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion.

3. Agreements of Joining Borrowers as a Borrower . The parties hereto hereby agree as follows: Each Joining Borrower hereby agrees to be bound by, and comply with, the terms and conditions of the Initial Borrower Documents, as a Borrower under the Loan Agreement, including, without limitation, any terms relating to (i) the grant of a security interest in, the Collateral pledged to Lender, (ii) the compliance with any applicable conditions precedent prior to any Advance by Lender, (iii) the making of representations and warranties with respect to itself and the SF Property securing such Advance on each applicable Advance Date and as otherwise set forth in the Loan Agreement, (iv) the compliance with all covenants as set forth in the Loan Agreement and each other Initial Borrower Document, (v) indemnities applicable to a Borrower and (vi) each Event of Default set forth in Section 10.01 of the Loan Agreement.

4. Joining Borrower . [ ]’s organizational identification number is [ ] and its tax identification number is [ ]. On the Effective Date, [ ]’s chief executive office is located at [ ]. On the Effective Date, [ ]’s jurisdiction of organization is [ ]. [ ]’s organizational identification number is [ ] and its tax identification number is [ ]. On the Effective Date, [ ]’s chief executive office is located at [ ]. On the Effective Date, [ ]’s jurisdiction of organization is [ ]. [ ]’s organizational identification number is [ ] and its tax identification number is [ ]. On the Effective Date, [ ]’s chief executive office is located at [ ]. On the Effective Date, [ ]’s jurisdiction of organization is [ ]. The fiscal year of each Joining Borrower is the calendar year. On the Effective Date, each Joining Borrower has no Indebtedness, Contractual Obligations or Investments other than (a) the Loan Documents, (b) Indebtedness, Contractual Obligations and Investments as described on Schedule III attached hereto and (c) Indebtedness, Contractual Obligations and Investments permitted under Section 8.05 of the Loan Agreement. The information set forth on Schedule II attached hereto sets forth as of the Effective Date the ownership structure for each Joining Borrower and each of their respective direct equity holders and Schedule II is true, complete and correct in all respects as of the Effective Date.

5. Joint and Several Liability . Notwithstanding anything in the Initial Borrower Documents to the contrary, each Borrower hereby acknowledges and agrees that the Borrowers are jointly and severally liable to Lender pursuant to Section 18.23 of the Loan Agreement.

6. Further Assurances . The parties hereto shall each take any and all further actions and execute and deliver any and all such further documents and undertakings as are necessary or reasonably requested by the other party to effectuate the purposes of this Agreement in accordance with Section 8.04(a) of the Loan Agreement. The undertakings set forth in this Section 6 shall survive the execution and delivery of this Agreement.

7. Fees and Expenses . Borrowers agrees to pay to Lender all documented third-party out-of-pocket fees, costs and expenses incurred by Lender in connection with this Agreement (including reasonable and documented out-of-pocket fees, costs and expenses of Lender’s legal counsel incurred in connection with this Agreement), in accordance with Section 13.02 of the Loan Agreement.

8. Representations . Each Borrower hereby represents to Lender that as of the date hereof, after giving effect to this Agreement, all representations and warranties of such Borrower under any Loan Document are true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and no Default or Event of Default has occurred and is continuing thereunder.

9. Limited Effect . Except as expressly amended and modified by this Agreement, each of the Loan Documents shall continue in full force and effect in accordance with its terms. Reference to this Agreement need not be made in any Loan Document or any other instrument or document executed in connection therewith or herewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, any Loan Document, any reference in any of such items to any Loan Document being sufficient to refer to such Loan Document as amended hereby.

10. Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

11. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN ACCORDANCE WITH SECTION 18.01 OF THE LOAN AGREEMENT.

12. Counterparts . This Agreement may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Agreement and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

13. Notices . The address of each Joining Borrower for receiving notices and for all other purposes of the Initial Borrower Documents is as follows:

[Borrower Name]

[Address]

[Attention]

[Borrower Name]

[Address]

[Attention]

[Signature page to follow]

IN WITNESS WHEREOF , the parties hereto have caused their duly authorized officers to execute this Agreement as of the date first above written.


AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, as an Initial Borrower

By:
Name:
Title:

AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC, as an Initial Borrower

By:
Name:
Title:

AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC, as an Initial Borrower

By:
Name:
Title:

AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, as an Initial Borrower

By:
Name:
Title:

AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, as an Initial Borrower

By:
Name:
Title:

AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, as an Initial Borrower

By:
Name:
Title:

Omnibus Amendment and Joinder Agreement Wells Fargo/AH4R


[BORROWER NAME]
as a Joining Borrower

By:
Name:
Title:

[BORROWER NAME] as a Joining Borrower

By:
Name:
Title:

[Additional Signature Pages Follow]

Omnibus Amendment and Joinder Agreement Wells Fargo/AH4R


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Lender

By:
Name:

Omnibus Amendment and Joinder Agreement Wells Fargo/AH4R

Schedule I

Loan Documents

Promissory Note, dated as of [ ], 2013, made by the Initial Borrowers in favor of Lender, in the principal amount of $500,000,000.

Fee and Pricing Letter, dated as of [ ], 2013, by and among the Initial Borrowers and Lender.

Asset Manager Letter Agreement, dated as of [ ], 2013, by and among the Initial Borrowers, Asset Manager and Lender.

Deposit Account Control Agreement, dated as of [ ], 20 , by and among the Joining Borrower, Lender and [Account Bank]

Schedule II

Ownership Structure

Schedule III

Existing Indebtedness, Contractual Obligations and Investments

EXHIBIT G

FORM OF PROPERTY SCHEDULE

[See Exhibit G to excel spreadsheet]

American Homes 4 Rent

Submission of Proposed Eligible Properties

Date of Submission:

Property

Property Information

Valuation

Document Submitted
Concurrenthly

Owner
(SPV)

Property
Number

Acquisition
Channel

Leased
(Y/N)

Address

City

State

Zip

Type

Sq. Ft.

Yr. Built

Bed

Bath

Purchase
Price

Underwriting
Value

AVM

Recorded
Deed

Purchase
Receipt

Title
Policy

Lease

(a)

(b)

Addition to Borrowing Base (lower of (a) and (b)

$–

EXHIBIT H

FORM OF ADVANCE REQUEST

, 201

Wells Fargo Bank, National Association

301 S. College St.

MAC D1053-082

Charlotte, North Carolina 28202

Attention: Derrick Land

Re: Master Loan and Security Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC , a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (as more specifically defined below, “ Lender ”). Capitalized terms used by not defined herein have the meanings assigned to such terms in the Agreement.

Ladies and Gentlemen:

This is an Advance Request delivered pursuant to Section 3.01(b) of the Agreement. Borrowers hereby request that Lender make an Advance on [ , 201 ] upon the proposed terms set forth below.


1.	Current Borrowing Base	$

2.	Aggregate Advances outstanding	$

3.	Current Borrowing Base availability (Line 1 minus Line 2)	$

4.	Amount of requested Advance	$

5.	Borrowing Base after requested Advance (Line 3 minus Line 4)	$

Borrowers hereby certify that the representations and warranties set forth in the Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

[Signature Page Follows]


American Homes 4 Rent Properties One, LLC,
as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Two, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Three, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Four, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Five, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Six, LLC, as a Borrower

By:
Name:
Title:

EXHIBIT I

FORM OF INCREASED COMMITMENT SUPPLEMENT

This INCREASED COMMITMENT SUPPLEMENT (this “Supplement ”) is dated as of , 201 and entered into by and among) by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo) , and each of the banks or other lending institutions which is a signatory hereto (each a “ Lender ” and, together with Wells Fargo “ Lenders ”). Reference to that certain Master Loan and Security Agreement, dated as of February [ ], 2013 by and among Borrowers, Wells Fargo, as Lender, and the banks and other lending institutions from time to time party thereto (as the same may be amended from time to time, the “ Loan Agreement ”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Loan Agreement.

RECITALS

WHEREAS , pursuant to Section 3.11 of the Loan Agreement, Borrowers and the Lenders are entering into this Supplement to obtain additional Commitments to increase the Maximum Facility Amount;

WHEREAS, each Lender [party hereto and already a party to the Loan Agreement] wishes to increase its Commitment and each Lender, to the extent not already a Lender party to the Loan Agreement (herein a “ New Lender ”), wishes to become a Lender party to the Loan Agreement]; ³ and

WHEREAS, the Lenders are willing to agree to supplement the Loan Agreement in the manner provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Increase in Commitments . Subject to the terms and conditions hereof, each Lender severally agrees that (i) its Commitment shall be increased to [or in the case of a New Lender, shall be] the amount set forth opposite its name on the signature pages hereof. After giving effect to the increases contemplated hereby, the Maximum Facility Amount shall be increased and each Lender’s Commitment shall be as set forth on Schedule I attached hereto.

Section 2. [ New Lenders . Each New Lender (i) confirms that it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered under Section 8.09 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (ii) agrees that it will, independently and without

³	Bracketed alternatives should be included if there are New Banks.

reliance upon any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; and (iii) agrees that it is a “Lender” under the Loan Documents and will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.]

Section 3. Representations and Warranties . In order to induce the Lenders to enter into this Supplement and to supplement the Loan Agreement in the manner provided herein, each Borrower represents and warrants to each Lender that (a) this Supplement and any promissory notes executed pursuant hereto are Loan Documents as defined in the Loan Agreement; (b) before and after giving effect to the increase in the Commitments contemplated hereby, (i) the representations and warranties contained in the Loan Agreement and contained in the other Loan Documents are true and correct in all material respects as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (ii) no Default has occurred and is continuing on the date hereof nor will occur after giving effect to such requested increase as a result of such requested increase.

Section 4. Effect of Supplement . The terms and provisions set forth in this Supplement shall modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and except as expressly modified and superseded by this Supplement, the terms and provisions of the Loan Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrowers and the Lenders party hereto agree that the Loan Agreement as supplemented hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Each of the Loan Documents, including the Loan Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement as supplemented hereby, are hereby amended so that any reference in such Loan Documents to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.

Section 5. Governing Law . This Supplement and any other Loan Document and any claim, dispute or controversy arising under or related to or in connection with this Supplement and any other Loan Document, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws principles other than Section 5-1401 of the New York General Obligations law.

Section 6. Counterparts, Effectiveness . This Supplement may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Supplement and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. This Supplement shall become effective upon the execution of a counterpart hereof by Borrowers and the Lenders.

Section 7. Entire Agreement . This Supplement and all other instruments, documents and agreements executed and delivered in connection with this Supplement embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to this Supplement, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.

Section 8. Survival . All representations and warranties made in this Supplement or any other Loan Document including any Loan Document furnished in connection with this Supplement shall survive the execution and delivery of this Supplement and the other Loan Documents, and no investigation by any Lender or any closing shall affect the representations and warranties or the right of any Lender to rely upon them.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


American Homes 4 Rent Properties One, LLC,
as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Two, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Three, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Four, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Five, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Six, LLC, as a Borrower

By:
Name:
Title:


Acknowledged and Agreed:

Wells Fargo Bank, National Association, as Lender

By:
Name:
Title:

Commitment Amount: $

[NEW LENDER], as New Lender

By:
Name:
Title:

Commitment Amount: $

[NEW LENDER], as New Lender

By:
Name:
Title:

Commitment Amount: $

Schedule I

Lender Commitments


Lender Name	Lender Commitment Amount
[ ]	$	[	]
[ ]	$	[	]
[ ]	$	[	]

EXHIBIT J

FORM OF REMITTANCE DATE NOTICE

Wells Fargo Bank, National Association

301 S. College St.

MAC D1053-082

Charlotte, North Carolina 28202

American Homes 4 Rent Properties One, LLC

American Homes 4 Rent Properties Two, LLC

American Homes 4 Rent Properties Three, LLC

American Homes 4 Rent Properties Four, LLC

American Homes 4 Rent Properties Five, LLC

American Homes 4 Rent Properties Six, LLC

[Address]

Attention: [ ]

Re: Master Loan and Security Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (as more specifically defined below, “ Lender ”). Capitalized terms used by not defined herein have the meanings assigned to such terms in the Agreement.

Ladies and Gentlemen:

This notice is delivered pursuant to Section 5.05 of the Agreement. Lender hereby notifies Borrowers that for the Collection and Reporting Period beginning on the below referenced Remittance Date, the LIBO Rate is as follows:

On [ ], 201[ ], your Operating Accounts will be debited in the aggregate as follows:


a.	Interest	$
b.	Unused Fee	$
c.	Current portion of Structuring Fee	$
d.	Expenses and charges detailed on Schedule 1 attached hereto.

Any shortfall after debit of Operating $

Account described in item 1 above

Remittance Date

LIBO Rate %

[Signature Page Follows]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender

By:
Name:
Title:

Schedule 1

EXPENSES AND CHARGES

EXHIBIT K

FORM OF ASSET MANAGEMENT LETTER AGREEMENT

[SEE ATTACHED FULLY EXECUTED COPY]

WELLS FARGO BANK, NATIONAL ASSOCIATION

550 S. TRYON STREET, 5TH FLOOR, MAC D1086-051

CHARLOTTE, NORTH CAROLINA 28202

ASSET MANAGER LETTER AGREEMENT

March 7, 2013

AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC

AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC

AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC

AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC

AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC

AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC

22917 Pacific Coast Highway

Suite 340

Malibu, California 90265

Attention: Chief Executive Officer and President

American Homes 4 Rent Management Holdings, LLC

3610 Shire Blvd, Suite 106

Richardson, Texas 75082

Attention: Director of Property Management

Re: Master Loan and Security Agreement, dated as of March 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company, and each other entity that may be subsequently added as a party to the Loan Agreement under a Joinder Agreement (individually, each a “ Borrower ” and collectively the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“ Lender ”).

Ladies and Gentlemen:

American Homes 4 Rent Management Holdings, LLC (“ Asset Manager ”), is acting as Asset Manager with respect to certain Managed Properties (as hereinafter defined) owned by Borrowers pursuant to the terms of those certain Management Agreements more particularly described on Annex 1 attached hereto (collectively, as amended, supplemented or otherwise modified from time to time, the “ Management Agreement ”),. A copy of the Management Agreement is attached hereto as Annex 1 . The parties hereto acknowledge and agree that this Letter Agreement (the “ Letter Agreement ”) is intended to supplement the Management Agreement for so long as the Loan Agreement remains outstanding; provided that in the event the terms of this Letter Agreement conflict with any Management Agreement, this Letter Agreement shall control.

The parties agree to treat this Letter Agreement as a separate and distinct agreement among Asset Manager, the Borrowers and Lender (incorporating the terms of the Management Agreement by reference), subject to no setoff or counterclaims arising in favor of Asset Manager (or any third party claiming through Asset Manager) under any other agreement or arrangement among Asset Manager and any other Relevant Party or otherwise.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement or the Management Agreement, as applicable.

1. Asset Manager Acknowledgement . Asset Manager is hereby notified that, pursuant to the Loan Agreement, Borrowers have pledged to Lender certain Borrowing Base Properties owned by the Borrowers to secure Advances, as such Borrowing Base Properties may be added or deleted from time to time from the Borrowing Base Property Pool as appropriate in accordance with the Loan Agreement (together with all other Borrowing Base Properties owned by the Borrowers, the “ Managed Properties ”) which Managed Properties are managed, serviced, administered, leased and disposed of by Asset Manager pursuant to the terms of the Management Agreement. Asset Manager is authorized to act on behalf of the Borrowers with respect to the management, servicing, administration, leasing and disposition of the Managed Properties pursuant to the terms of the Management Agreement, subject to the terms of the Loan Agreement and other Loan Documents.

Borrowers and Asset Manager each acknowledge and agree that, except as otherwise set forth herein, for so long as the Loan Agreement is outstanding, Lender shall have all of the rights as Owner (as defined in the Management Agreement) of the Managed Properties, but subject to each Borrower’s right to direct and control servicing, management, administration, leasing and disposition of the Managed Properties and otherwise exercise all rights and duties as Owner (as defined in the Management Agreement) of the Managed Properties until Lender delivers, following the occurrence of an Event of Default, a notice to such Borrower and Asset Manager that Lender is exclusively exercising all rights and duties of Owner.

2. Asset Manager Obligations . From the date hereof until the earlier of the termination of (x) the Loan Agreement, (y) the Management Agreement or (z) Asset Manager as Asset Manager thereunder, Asset Manager shall and shall cause any Property Manager Subsidiary engaged pursuant to the terms of the Management Agreement to, notwithstanding any term in the Management Agreement to the contrary:

(i) manage, service, administer, lease and dispose of the Managed Properties in accordance with the Asset Management Standard and the terms of the Management Agreement;

(ii) [reserved];

(iii) with respect to each Leased Property that is a Managed Property, ensure that all Rental Proceeds are made or remitted directly into the applicable trust account maintained by the Asset Manager without being first deposited into any other account;

(iv) with respect to each Leased Property that is a Managed Property, ensure that all Security Deposits are made or remitted directly into the applicable Tenant trust account without being first deposited into any other account;

(v) remit all amounts on deposit in each such trust account with respect to a Managed Property that constitute Net Income (other than Security Deposits) to the related Operating Account promptly, but in any event, not later than the Business Day prior to the Remittance Date occurring in each month;

(vi) not take any action or omit to take any action which could reasonably be expected to have (x) a Material Adverse Effect or (y) with respect to any Borrowing Base Property, a Property Material Adverse Effect; provided that the failure to comply with this clause (vi)(y) shall only result in such Borrowing Base Property no longer being an Eligible Property and not result in a Default or an Event of Default or an Asset Manager Termination Event;

(vii) [reserved];

(viii)(x) comply with all applicable Federal, State and local laws and regulations, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (y) maintain all state and federal licenses necessary for it to perform its managing responsibilities hereunder and under the Management Agreement, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect and (z) not materially impair the rights of Lender (1) in the Borrowing Base Pool or any payment thereunder that could reasonably be expected to have a Material Adverse Effect or (2) in any Borrowing Base Property or any payment thereunder; provided that the failure to comply with this clause (viii)(z)(2) shall only result in such Borrowing Base Property no longer being an Eligible Property and not result in a Default or an Event of Default or an Asset Manager Termination Event;

(ix) deliver to Lender any information with respect to the Managed Properties reasonably requested by Lender;

(x) provide prompt written notice to Lender of any termination of the Management Agreement or of Asset Manager as Asset Manager thereunder;

(xi) not assign the Management Agreement or all of its rights thereunder to any Person (other than to Parent Guarantor or any of its Subsidiaries); provided that Asset Manager may engage Property Manager Subsidiaries and Third-Party Management Companies (each as defined in the Management Agreement) in accordance with the Management Agreement;

(xii) not waive, amend or modify in a manner adverse to the interests of Lender in any material respect or terminate or revoke the Management Agreement without Lender’s consent; and

(xiii) not use or utilize any procedures believed by Asset Manager to be adverse to Lender in any material respect in identifying the proposed Managed Properties to be included in the Borrowing Base Property Pool.

Asset Manager acknowledges that the Accounts are held for the benefit of Lender, and further acknowledges that it has no ownership, possessory, contractual or other rights in or to, or liens on, the Managed Properties or any Net Income related thereto other than as provided in the Management Agreement, including, without limitation, its management and leasing fees. Asset Manager agrees, at no expense to the Asset Manager, to promptly provide Lender and its agents, during normal business hours with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) with respect to the Managed Properties as may be reasonably requested by Lender upon reasonable prior written notice.

3. Reimbursement, Advances and Expenses . Except as otherwise permitted in the Loan Agreement, no expenses, fees, indemnities and reimbursements due and owing to Asset Manager under the Management Agreement with respect to the Managed Properties or otherwise shall be the obligation of Lender, withdrawn from any Account or netted out from the remittance of any Net Income to any Account (except as otherwise provided in the definition of Net Income), but rather, shall at all times remain the obligation of the respective Borrower.

4. Obligations upon an Asset Manager Termination Event . Upon the Asset Manager’s receipt of a notice of termination from Lender, which may be tendered upon the occurrence of an Asset Manager Termination Event, Lender shall have the right to, notwithstanding anything contained in the Management Agreement to the contrary, immediately terminate Asset Manager’s right to manage the Managed Properties without payment of any penalty or termination fee and transfer the servicing and/or managing of the Managed Properties to a successor Asset Manager reasonably satisfactory to Lender.

Notwithstanding any contrary information or direction which may be delivered to Asset Manager by any Borrower, Asset Manager may conclusively rely on any information, direction or notice of termination delivered by Lender upon the occurrence of an Asset Manager Termination Event, and Borrowers shall indemnify and hold Asset Manager harmless for any and all claims asserted against Asset Manager for any actions taken in good faith by Asset Manager or in connection with the delivery of such information or notice of termination (other than as result of Asset Manager’s gross negligence or willful misconduct).

5. Due Diligence . Asset Manager hereby agrees and acknowledges that, subject to the terms of Section 18.21 of the Loan Agreement, Lender or its designees shall have the right to

perform periodic due diligence with respect to Asset Manager for purposes of verifying compliance with the Management Agreement and this Letter Agreement. All reasonable out-of-pocket costs and expenses incurred by Lender or its designee prior to the occurrence of an Event of Default in connection with any due diligence or inspection performed pursuant to this paragraph shall be paid by Lender.

6. Miscellaneous .

(i) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws principles thereof other than Section 5-1401 of the New York General Obligations law, which shall govern.

(ii) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND EACH PARTY HERETO WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING OR TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

(iii) EACH PARTY HERETO HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS LETTER AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY HERETO, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY HERETO IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER

(iv) No provision of this Letter Agreement may be amended, countermanded or otherwise modified without the prior written consent of each of the parties hereto and Lender.

(v) This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The parties agree that this Letter Agreement, any documents to be delivered pursuant to this Letter Agreement, and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

(vi) The parties hereto hereby agree to be bound by the terms and conditions of Section 18.10 of the Loan Agreement and to comply with such terms and conditions.

(vii) Notwithstanding anything herein to the contrary, with Lender’s prior written consent, the Asset Manager may terminate the Management Agreement in accordance with the terms thereof, including as a result of the failure to pay or reimburse its fees and expenses in accordance with the Management Agreement.

[Signature Pages Follow]

Please acknowledge receipt and your agreement to the terms of this Letter Agreement by signing in the signature block below and forwarding an executed copy to Lender promptly upon receipt. Any notices to Lender should be delivered to the following address: Wells Fargo Bank, National Association, 550 S. Tryon Street, 5 ^th Floor, MAC D1086-051, Charlotte, North Carolina 28202, Attention: Derrick Land; E-mail: derrick.land@wellsfargo.com; with a copies to: (i) Wells Fargo Bank, N.A., 550 S. Tryon Street, 5 ^th Floor, MAC D1086-051, Charlotte, North Carolina 28202, Attention: Scott Evans; Telephone: (704) 410-2440 and (ii) Wells Fargo Bank, N.A., 375 Park Avenue, 2nd Floor, New York, New York 10152, Attention: Stephen A. Hofmann, E-mail: Stephen.Hofmann@wellsfargo.com.


Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION , as Lender

By:		/s/ Scott Evans
Name:		Scott Evans
Title:		Managing Director



AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer

AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC , as a Borrower

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Chief Executive Officer



AMERICAN HOMES 4 RENT MANAGEMENT HOLDINGS, LLC , as Asset Manager

By: American Homes 4 Rent, LLC, a Delaware limited liability company, its Member

By:		/s/ David P. Singelyn
Name:		David P. Singelyn
Title:		Manager

ANNEX 1

MANAGEMENT AGREEMENTS

EXHIBIT L

FORM OF POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“ Lender ”) and AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, and AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), have entered into the Master Loan and Security Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), pursuant to which Lender has agreed to make Advances to the Borrowers secured by the Collateral, subject to the terms and conditions set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement;

WHEREAS, the Collateral is owned by the Borrowers;

WHEREAS, the Borrowers have agreed to give to Lender a power of attorney on the terms and conditions contained herein in order for Lender to take any action that Lender may deem necessary or advisable to accomplish the purposes of the Agreement during the occurrence of an Event of Default under the Agreement;

NOW, THEREFORE, the Borrowers hereby irrevocably constitute and appoint Lender their true and lawful Attorney-in-Fact, with full power and authority hereby conferred in its name, place and stead and for its use and benefit, to do and perform all acts in connection with the Collateral which Lender deems appropriate to perfect and continue its ownership interest in and/or the security interest granted under the Agreement, if applicable, and to protect, preserve and realize upon the Collateral, including without limitation:

(1)

to receive, endorse and collect all checks made payable to the order of the Borrower representing any payment on account of the SF Properties;

(2)

to assign or endorse any instrument relating to the SF Properties;

(3)

to correct any assignment or other instrument relating to the SF Properties;

(4)

to complete and execute lost document affidavits relating to the SF Properties;

(5)

to issue title requests and instructions relating to the SF Properties;

(6)

to give notice to any individual or entity of its interest in the SF Properties under the Agreement;

(7)

to complete blanks in documents; and

(1)

(8) to manage, transfer management of and administer the SF Properties, including, without limitation, the receipt and collection of all sums payable in respect of the SF Properties, as applicable.

Notwithstanding the foregoing, the power of attorney hereby granted may be exercised only during the occurrence and continuance of any Event of Default under the Agreement.

The Borrower hereby ratifies and confirms all that said Attorney-in-Fact shall lawfully do or cause to be done by authority hereof.

Third parties without actual notice may rely upon the power granted under this Power of Attorney upon the exercise of such power by the Attorney-in-Fact.

[Signature Page Follows]


AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC

By:

Name:

Title:

WITNESS my hand this day of , 20 .

This instrument was acknowledged, subscribed and sworn to before me this day of , by



						Notary Public

My Commission Expires:

						Notary Seal:


AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC

By:

Name:

Title:

WITNESS my hand this day of , 20 .

This instrument was acknowledged, subscribed and sworn to before me this day of , by



						Notary Public

My Commission Expires:

						Notary Seal:


AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC

By:

Name:

Title:

WITNESS my hand this day of , 20 .

This instrument was acknowledged, subscribed and sworn to before me this day of , by



						Notary Public

My Commission Expires:

						Notary Seal:


AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC

By:

Name:

Title:

WITNESS my hand this day of , 20 .

This instrument was acknowledged, subscribed and sworn to before me this day of , by



						Notary Public

My Commission Expires:

						Notary Seal:


AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC

By:

Name:

Title:

WITNESS my hand this day of , 20 .

This instrument was acknowledged, subscribed and sworn to before me this day of , by



						Notary Public

My Commission Expires:

						Notary Seal:


AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC

By:

Name:

Title:

WITNESS my hand this day of , 20 .

This instrument was acknowledged, subscribed and sworn to before me this day of , by



						Notary Public

My Commission Expires:

						Notary Seal:

Exhibit M

FORM OF ASSIGNMENT AND ACCEPTANCE

1. Reference is made to the Master Loan and Security Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (as more specifically defined below, “ Lender ”).

2. [Lender] [ ] (“ Assignor ”) and (“ Assignee ”) hereby agree as follows:

3. Assignor hereby sells and assigns and delegates, without recourse except as to the representations and warranties made by it herein, to Assignee, and Assignee hereby purchases and assumes from Assignor, an interest in and to Assignor’s rights and obligations under the Agreement as of the Effective Date (as hereinafter defined) equal to the percentage interest specified on Schedule I hereto of all outstanding rights and obligations under the Agreement (collectively, the “ Assigned Interest ”).

4. Assignor:

(a) hereby represents and warrants that its name set forth on Schedule I hereto is its legal name, that it is the legal and beneficial owner of the Assigned Interest and that such Assigned Interest is free and clear of any adverse claim;

(b) other than as provided herein, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or any of the other Loan Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Agreement or any of the other Loan Documents, or any other instrument or document furnished pursuant thereto; and

(c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by the Borrowers of any of their Secured Obligations.

5. Assignee:

(a) confirms that it has received a copy of the Agreement, the other Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance;

(b) agrees that it will, independently and without reliance upon Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement;

(d) agrees that, from and after the Effective Date, it will be bound by the provisions of the Agreement and the other Loan Documents and, to the extent of the Assigned Interest, it will perform in accordance with their terms all of the obligations that by the terms of the Agreement are required to be performed by it as a Lender; and

(e) The effective date for this Assignment and Acceptance (the “ Effective Date ”) shall be the date specified on Schedule I hereto.

6. As of the Effective Date, (a) Assignee shall be a party to the Agreement and, to the extent of the Assigned Interest, shall have the rights and obligations of Lender thereunder and (b) Assignor shall, to the extent that any rights and obligations under the Agreement have been assigned and delegated by it pursuant to this Assignment and Acceptance, relinquish its rights (other than provisions of the Agreement and the other Loan Documents that are specified under the terms thereof to survive the payment in full of the Secured Obligations) and be released from its obligations under the Agreement (and, if this Assignment and Acceptance covers all or the remaining rights and obligations of such Assignor under the Agreement, such Assignor shall cease to be a party thereto).

7. As of the Effective Date [check one]:

(a) Assignee is an Eligible Assignee; no consent of Borrowers is necessary.

(b) A Default or Event of Default exists; no consent of Borrowers is necessary.

(c) No Default or Event of Default exists; Assignee is not an Eligible Assignee; Borrowers have consented to this Assignment and Acceptance as contemplated under the Agreement.

8. Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves.

9. This Assignment and Acceptance shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

10. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of

which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule I hereto in Portable Document Format (PDF) or by telecopier or facsimile transmission shall be effective as delivery of an originally executed counterpart of this Assignment and Acceptance.

IN WITNESS WHEREOF , each of Assignor and Assignee have caused Schedule I hereto to be executed by their respective officers thereunto duly authorized, as of the date specified thereon.

Schedule I

ASSIGNMENT AND ACCEPTANCE

Assignor:

Assignee:

Effective Date: , 201


Assigned Advance	$
Aggregate Advance	$
Assigned Lender Percentage		%
Outstanding Aggregate Advance Amount	$
Outstanding Lender Advance Amount	$


Assignor :

, as Assignor
	[Type or print legal name of Assignor]

	By
		Name:
		Title:

	Dated: , 201


Assignee :

, as Assignee
	[Type or print legal name of Assignee]

	By
		Name:
		Title:

	Dated: , 201

	Address for Notices:
	[ ]


[American Homes 4 Rent Properties One, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Two, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Three, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Four, LLC, as a Borrower

By:
Name:
Title:


American Homes 4 Rent Properties Five, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Six, LLC, as a Borrower

By:
Name:
Title:] ¹

¹	Borrowers to execute only if consent is required.

EXHIBIT N

FORM OF TENANT INSTRUCTION LETTER

[insert DATE]

VIA CERTIFIED OR REGISTERED MAIL,

RETURN RECEIPT REQUESTED

[TENANT NAME

ADDRESS]

Re:

[insert ADDRESS] (“Property”)

Dear :

This is to notify you that [American Homes 4 Rent Management Holdings, LLC], the manager and landlord on your lease has transferred its rights to manage the Property described above and in connection therewith has assigned its interest as landlord under your lease agreement to [ NAME OF NEW MANAGER, ADDRESS, PHONE NUMBER AND CONTACT NAME] .

You are further notified that any refundable security deposits or any prepaid rents under your lease have been transferred to [NAME OF NEW MANAGER] .

Commencing as of the date of this notice, all rental payments under your lease should be paid to [NAME OF NEW MANAGER] in accordance with the delivery instructions below or as [NAME OF NEW MANAGER] may otherwise direct. We appreciate your prompt cooperation with these new instructions.

If you pay your rent by mailing a check, the address to which your rent checks should be sent is as follows:

[P.O. BOX ADDRESS]

[ ]

If you pay your rent by hand-delivering a check, the address to which your rent checks should be delivered is as follows:

[STREET ADDRESS]

If you pay your rent by wire transfer, ACH withdrawal, direct debit or over the internet, no changes to where your rental payments are made to or drawn from are required.

[Signature Page Follows]

Any written notices you desire or are required to make to the landlord under your lease should hereafter be sent to at the address listed in the first paragraph above.


Sincerely,

[AMERICAN HOMES 4 RENT MANAGEMENT HOLDINGS, LLC],

By:
Name:
Title:

Exhibit O

RESERVED

EXHIBIT P

FORM OF NOTICE OF OPTIONAL REPAYMENT

, 201

Wells Fargo Bank, National Association

301 S. College St.

MAC D1053-082

Charlotte, North Carolina 28202

Attention: Derrick Land

Re: Master Loan and Security Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, a “ Borrower ” and collectively, the “ Borrowers ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (as more specifically defined below, “ Lender ”). Capitalized terms used by not defined herein have the meanings assigned to such terms in the Agreement.

Ladies and Gentlemen:

This is a request to make an optional repayment of Advances pursuant to Section 3.04(a) of the Agreement as follows:


1.	Current Borrowing Base	$

2.	Aggregate Advances outstanding	$

3.	Current Borrowing Base availability (Line 1 minus Line 2)	$

4.	Amount of requested repayment	$

5.	Borrowing Base after requested repayment (Line 3 minus Line 4)	$

6.	Repayment Date

[Signature Page Follows]


American Homes 4 Rent Properties One, LLC,
as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Two, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Three, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Four, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Five, LLC, as a Borrower

By:
Name:
Title:

American Homes 4 Rent Properties Six, LLC, as a Borrower

By:
Name:
Title:

EXHIBIT Q

FORM OF MONTHLY OPERATING REPORT

American Homes 4 Rent

Property Operations

[Ownership Entity]

[Reporting Identification]

Jan.

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

YTD

Revenues

Rental income

Concessions

Late fees

Other Income

Operating expenses

Property taxes

Insurance

HOA fees

Repairs

Maintenance

Management fee

Other expenses

Net operating income

Capital expenditures

Net cash flow

Notes:

[Reporting Identification] will either be a summary for an ownership or an individual property

These reports will be run and forwarded electronically in PDF format

Exhibit R

FORM OF SUBCONTRACTOR INSTRUCTION NOTICE

[insert DATE]

VIA CERTIFIED OR REGISTERED MAIL,

RETURN RECEIPT REQUESTED

[SUBCONTRACTOR NAME

ADDRESS]

Re:

[insert ADDRESS] (“Property”)

Dear :

This is to notify you that [American Homes 4 Rent Management Holdings, LLC], the manager under your [subcontractor agreement] has transferred its rights to manage the Property described above and in connection therewith has assigned its interest as manager under your [subcontractor agreement] to [ NAME OF NEW MANAGER, ADDRESS, PHONE NUMBER AND CONTACT NAME] .

You are further notified that any amounts due and payable by you under your [subcontractor agreement] have been transferred to [NAME OF NEW MANAGER] .

Commencing as of the date of this notice, all payments due and payable by you under your [subcontractor agreement] should be paid to [NAME OF NEW MANAGER] in accordance with the delivery instructions below or as [NAME OF NEW MANAGER] may otherwise direct. We appreciate your prompt cooperation with these new instructions.

If you pay such amount by mailing a check, the address to which such checks should be sent is as follows:

[P.O. BOX ADDRESS

]

If you pay such amount by hand-delivering a check, the address to which such checks should be delivered is as follows:


		[STREET ADDRESS]

If you pay such amount by wire transfer, ACH withdrawal, direct debit or over the internet, no changes to where such payments are made to or drawn from are required.

[Signature Page Follows]

Subcontractor Instruction Notice

Any written notices you desire or are required to make to the manager under your [subcontractor agreement] should hereafter be sent to at the address listed in the first paragraph above.


Sincerely,

AMERICAN HOMES 4 RENT MANAGEMENT HOLDINGS, LLC

By: American Homes 4 Rent, LLC, a Delaware limited liability company, its Member

By:
Name:		David P. Singelyn
Title:		Manager

Subcontractor Instruction Notice

Exhibit 10.13

INCREASED COMMITMENT SUPPLEMENT, OMNIBUS JOINDER AND AMENDMENT AGREEMENT

This INCREASED COMMITMENT SUPPLEMENT, OMNIBUS JOINDER AND AMENDMENT AGREEMENT (this “ Supplement and Joinder ”) is dated as of June 6, 2013 (the “ Effective Date ”) and entered into by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, an “ Initial Borrower ” and collectively, the “ Initial Borrowers ”), and each other entity set forth on the signature pages hereto joining as a borrower (each, a “ Joining Borrower ”, and collectively, the “ Joining Borrowers ”, and together with the Initial Borrowers, the “ Borrowers ”), AMERICAN HOMES 4 RENT, L.P., a Delaware partnership (as a Joining Borrower and as the “ Initial Pledgor/Guarantor ”), and each other entity set forth on the signature pages hereto joining as a pledgor/guarantor (each, a “ Joining Pledgor/Guarantor ”, and collectively, the “ Joining Pledgors/Guarantors ”, and together with the Initial Pledgor/Guarantor the “ Pledgors/Guarantors ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Lender ”).

RECITALS

WHEREAS, the Initial Borrowers and Lender entered into (i) that certain Master Loan and Security Agreement, dated as of March 7, 2013 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Loan Agreement ”), and (ii) each other Loan Document listed on Schedule 1 hereto (together with the Loan Agreement, the “ Initial Borrower Agreements ”);

WHEREAS, the Initial Borrowers desire to add the Joining Borrowers as borrowers under the Initial Borrower Agreements, as set forth in this Supplement and Joinder;

WHEREAS, in connection with the addition of the Joining Borrowers, Borrowers and Lender are entering into this Supplement and Joinder to obtain additional Commitments to increase the Maximum Facility Amount and to make certain other amendments to the Loan Agreement as more fully described herein (collectively, the “ Facility Upsize ”);

WHEREAS, Lender wishes to add the Joining Borrowers to the Loan Agreement and each of the related Loan Documents, to increase its Commitment and to make such other amendments as are described herein;

WHEREAS, each Lender, to the extent not already a Lender party to the Loan Agreement (herein a “ New Lender ”), wishes to become a Lender party to the Loan Agreement;

WHEREAS, the Initial Pledgor/Guarantor and Lender entered into that certain Pledge and Guaranty Agreement, dated as of March 7, 2013 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Pledge and Guaranty ”);

WHEREAS, it is a condition precedent to the effectiveness of the Facility Upsize that each of the Joining Pledgors/Guarantors are joined to the Pledge and Guaranty as pledgors/guarantors, and the Pledge and Guaranty is amended accordingly, as set forth in this Joinder; and

WHEREAS, the parties hereto agree to amend and supplement each Initial Borrower Agreement and the Pledge and Guaranty in the manner provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Defined Terms and Interpretation . Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Loan Agreement or the Pledge and Guaranty, as the case may be. The rules of interpretation set forth in Section 2.02 of the Loan Agreement are incorporated herein mutatis mutandis .

Section 2. Effectiveness of this Supplement and Joinder . The parties hereto agree that this Supplement and Joinder shall be effective as of the Effective Date (subject to the satisfaction of the conditions precedent set forth in Section 8 hereof) and shall terminate and be of no further force and effect (other than the provisions hereof which, by their terms or operation of law, survive termination) upon the Facility Termination Date with respect to the Tranche B Amount and the payment in full of the Obligations with respect to the Tranche B Amount (other than contingent indemnification obligations that have not yet been asserted). The parties hereto further agree that this Supplement and Joinder shall, for all intents and purposes, be a “Joinder Agreement” as defined in the Loan Agreement.

Section 3. Addition of Parties to Initial Borrower Agreements; Borrowing Base Properties .

(a) As of the Effective Date, each of the Initial Borrower Agreements is hereby amended to add each Joining Borrower as a Borrower thereunder and thereafter, all references to “Borrower” and “Borrowers” in this Supplement and Joinder, the Loan Agreement, any of the other Initial Borrower Agreements and any other Loan Document shall include each of Initial Borrowers and each of the Joining Borrowers, as the context shall require.

(b) The Eligible Properties identified on Schedule 6 hereto shall, on the Effective Date, be included as Borrowing Base Properties. The Initial Property Value attributable to such Borrowing Base Properties shall be as set forth on Schedule 6 to this Supplement and Joinder on the Effective Date.

Section 4. Addition of Parties to Pledge and Guaranty . As of the Effective Date, the Pledge and Guaranty is hereby amended to add each Joining Pledgor/Guarantor as a Pledgor/Guarantor thereunder and thereafter, all references to “Pledgor/Guarantor” and “Pledgors/Guarantors” in this Supplement and Joinder, the Loan Agreement, the Pledge and Guaranty and any other Loan Document shall include each of the Initial Pledgor/Guarantor and each of the Joining Pledgors/Guarantors, as the context shall require.

Section 5. Amendments to Loan Agreement . Effective as of the Effective Date, the Loan Agreement is hereby further amended as follows:

(a) The definitions of “ Account Control Agreement ”, “ Accounts ”, “ Borrowing Base ”, clause (iii) of “ Change of Control ”, clauses (vii) and (xx) of “ Eligible Property ”, “ Facility Termination Date ”, “ Maturity Date ”, “ Maximum Facility Amount ”, “ Minimum Debt Service Coverage Ratio ”, “ Operating Account ”, “ Pledgor/Guarantor ”, “ Required Adjusted Tangible Net Worth ”, “ Required Liquidity ”, and “ Springing Deed of Trust Trigger Event ” in Article 2 of the Loan Agreement are each hereby amended and restated in their respective entirety to read as follows (with the modified text underlined for review purposes):

“ Account Control Agreement ”: Any bank account control agreement entered into by Lender and Borrowers and the Account Bank, in form and substance reasonably acceptable to Lender, with respect to each of the Operating Accounts and the Tranche B Amortization Period Account , as amended, supplemented or otherwise modified from time to time.

“ Accounts ”: Each Operating Account and the Tranche B Amortization Period Account .

“ Borrowing Base ”: As of any date, the least of (a) the Maximum Facility Amount, (b) the aggregate of (i) with respect Borrowing Base Properties for which a Revaluation Date has not occurred, the product of (x) fifty percent (50.00%), and (y) the Market Value of all such Borrowing Base Properties as of such date and (ii) with respect to Borrowing Base Properties for which the Revaluation Date has occurred, the product of (x) sixty percent (60.00%), and (y) the Market Value for all such Borrowing Base Properties as of such date, (c) at any time following September 30, 2013 and prior to the date on which the Obligations with respect to the Tranche B Amount are paid in full (other than contingent indemnification obligations that have not yet been asserted), the product of (x) forty percent (40.00%) and (y) the AVM Value (determined as of September 30, 2013) of all SF Properties then owned by all Borrowers, ( d ) at any time during the period beginning on the six (6) month anniversary of the Closing Date and ending on the nine (9) month anniversary of the Closing Date, the Debt Yield (calculated utilizing ten percent (10%) per annum as the applicable percent being tested), ( e ) at any time after the nine (9) month anniversary of the Closing Date, the Debt Yield (calculated utilizing eleven percent (11%) per annum as the applicable percent being tested), and ( f ) at any time after the six (6) month anniversary of the Closing Date, the Aggregate Advance that is necessary to maintain the Minimum Debt Service Coverage Ratio.

“ Change of Control ”:

(iii) Parent Guarantor shall cease to Control each Pledgor/Guarantor or be the general partner of American Homes 4 Rent, L.P. ;

“ Eligible Property ”:

(vii) An AVM has been conducted on such Property every calendar quarter that such Property is a Borrowing Base Property (provided that no AVM shall be required for the second calendar quarter of 2013 with respect to the Borrowing Base Properties owned by Borrowers joining this Agreement on June 6, 2013) , which AVM s shall be at Borrowers’ expense;

(xx) If such Property was sold through multiple listing services, such Property is covered by a title insurance policy insuring the fee interest of the related Borrower in such Property from a nationally recognized title insurance company ( provided that, for the first ninety (90) days such Property is a Borrowing Base Property, this criteria may be satisfied by a title commitment) ;

“ Facility Termination Date ”: The earliest of (i) (x) solely with respect to the Tranche B Amount, the Tranche B Maturity Date and (y) for all other purposes, the Tranche A Maturity Date , (ii) any Accelerated Repayment Date, and (iii) any date on which Advances shall otherwise become due and payable in accordance with the Loan Documents or Requirements of Law.

“ Lender ”: The Lead Arranger as agent for the Tranche A Lender and the Tranche B Lenders; provided that (i) with respect to the obligation to make Advances pursuant to Section 3.01 (and all obligations related thereto), the term “Lender” shall refer to the Tranche A Lender and the Tranche B Lenders, as applicable, (ii) the term “Lenders” shall refer to the Tranche A Lender and the Tranche B Lenders collectively and any reference to “each Lender” or “a Lender” shall refer to any of the Tranche A Lender and the Tranche B Lenders, as the context shall require and (iii) with respect to any other provision as Lead Arranger may determine in its reasonable discretion with reference to customary practices for syndicated loans, the term “Lender” shall refer to the Tranche A Lender and the Tranche B Lenders, as applicable.

“ Maximum Facility Amount ”: (x) at all times prior to the Tranche B Maturity Date, $1,000,000,000, consisting of the Tranche A Amount and the Tranche B Amount, and (y) on and after the Tranche B Maturity Date, $500,000,000, as such amount is increased from time to time pursuant to Section 3.11 .

“ Minimum Debt Service Coverage Ratio ”: As of any date of determination, a Debt Service Coverage Ratio equal to not less than 2.00:1.

“ Operating Account ”: With respect to each Borrower, the separate trust account established by such Borrower (or in the case of each Borrower joining this Agreement as of June 6, 2013, by AH4R Properties on behalf of such Joining Borrowers) for the benefit of Lender and maintained pursuant to this Agreement into which all related Net Income collected with respect to SF Properties shall be deposited as provided in this Agreement. Each Operating Account shall be established at the Account Bank with the related account number as identified on Schedule 5 attached hereto and shall be subject to an Account Control Agreement; provided, that as used in the definition of “Required Amount” and in Sections 3.08(a), 5.01(d)(ii), 5.04, 8.26 and 10.01(q) (and for all purposes of determining whether the Borrowers have maintained the “Required Amount”), the term “Operating Account” shall be deemed to include the Tranche B Amortization Period Account .

“ Pledgor/Guarantor ”: collectively, American Homes 4 Rent, L.P., and each other Person that joins the Pledge and Guaranty Agreement through a joinder or otherwise, jointly and severally, together with their respective permitted successors and assigns.

“ Required Adjusted Tangible Net Worth ”: (i) In the case of the Sponsor, as of any date of determination prior to the Asset Manager Conversion, Adjusted Tangible Net Worth of at least $100,000,000 and (ii) the Parent Guarantor, as of any date of determination, Adjusted Tangible Net Worth of at least $ 1,000,000,000 .

“ Required Liquidity ”: As of any date of determination, (i) with respect to the Sponsor and its Subsidiaries, on a consolidated basis, cash, cashiers’ checks and Cash Equivalents in an aggregate amount of at least $2,500,000 until the Asset Manager Conversion and (ii) with respect to Parent Guarantor and its Subsidiaries, on a consolidated basis, cash, cashiers’ checks and Cash Equivalents in an aggregate amount of at least (x) least $5,000,000 prior to the Asset Manager Conversion and (y) $ 15,000,000 following the Asset Manager Conversion.

“ Springing Deed of Trust Trigger Event ”: The occurrence any of the following events: (i) if by the date that is three (3) months prior to the Facility Termination Date (excluding the date in respect of the Tranche B Amount set forth in clause (i)(x) of the definition of Facility Termination Date) , there are Advances outstanding on such date and any Borrower is unable to procure a written commitment for the refinance of the Secured Obligations either from Lender or another financial institution that (x) is signed by Lender or such financial institution providing such refinance facility, (y) sets forth a closing date for such refinance that is on or prior to the Facility Termination Date (excluding the date in respect of the Tranche B Amount set forth in clause (i)(x) of the definition of Facility Termination Date) , and (z) sets forth a facility amount that is at least equal to the amount of all Secured Obligations then outstanding, or (ii) the occurrence of an Event of Default under Section 10.01(a) or (f) .

(b) Article 2 of the Loan Agreement is hereby amended to add the following new defined terms in appropriate alphabetical order:

“ AH4R Properties ”: AH4R Properties, LLC.

“ Commitment ”: Shall mean, with respect to each Lender, the funding commitment of such Lender that is set forth on Schedule 13 attached hereto.

“ Facility Administrator Fee ”: An amount equal to twenty-five basis points (0.25%) multiplied by the Tranche B Amount.

“ Lead Arranger ”: Wells Fargo Bank, National Association.

“ OP Borrower ” American Homes 4 Rent, L.P. in its capacity as a Borrower.

“ OP Borrower Permitted Liens ”: All Liens imposed against the OP Borrower except for Liens on any asset or Property of the OP Borrower constituting a Borrowing Base Property to the extent such Lien would not otherwise be permitted under clauses (a), (b), (c), (d), (f), (g), (i), (j), or (k) in the definition of “Permitted Liens”.

“ Party ”: each Borrower, the Tranche A Lender, each Tranche B Lender and the Lead Arranger.

“ Tranche B Amortization Period ”: With respect to the Tranche B Amount, the period beginning on the date immediately following the last day of the Tranche B Revolving Period and ending on the Tranche B Maturity Date.

“ Tranche B Amortization Period Account ”: The account established by Lead Arranger and maintained pursuant to this Agreement, and into which all Net Income collected during the Tranche B Amortization Period with respect to SF Properties shall be deposited as provided in this Agreement. The Tranche B Amortization Period Account shall be established at the Account Bank with the related account number as identified on Schedule 5 attached hereto.

“ Tranche A Amount ”: $500,000,000.

“ Tranche B Amount ”: $500,000,000.

“ Tranche A Lender ”: As set forth on Schedule 13 .

“ Tranche B Lender ”: As set forth on Schedule 13 .

“ Tranche A Maturity Date ”: With respect to the Tranche A Amount, the last Business Day of the Repayment Period.

“ Tranche B Maturity Date ”: With respect to the Tranche B Amount, March 6, 2014.

“ Tranche B Revolving Period ”: With respect to the Tranche B Amount, the period beginning on June 6, 2013 and ending on December 6, 2013.

(c) The definition of “Permitted Liens” in Section 2.01 of the Loan Agreement is hereby amended by adding the following clause (r) after clause (q) thereof and before the word “provided”:

“and (r) OP Borrower Permitted Liens;”

(d) Section 3.01(b) of the Loan Agreement is hereby amended and restated in their entirety to read as follows (with the modified text underlined for review purposes):

(b) Requests for Advances . Not later than 3:00 p.m. at least three (3 ) Business Days prior to a borrowing under Section 3.01(a), Borrowers shall deliver to Lender an advance request substantially in the form of Exhibit H (“ Advance Request ”) executed by the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of each Borrower or such other officer of such Borrower designated by the chief executive officer or chief financial officer of such Borrower at any time in his or her discretion (provided that such chief executive officer or chief financial officer, as applicable, has provided Lender with written evidence of such designation). Each Advance Request shall specify the aggregate principal amount of the requested Advance and the proposed Advance Date.

(e) Section 3.01(c) of the Loan Agreement is hereby amended and restated in their entirety to read as follows (with the modified text underlined for review purposes):

(c) Funding of Advances . On each Advance Date, subject to the satisfaction of the applicable conditions precedent specified in this Agreement, Lender shall remit its proportionate share of the aggregate amount of the Advance requested by the Borrowers to the account designated in writing by Lead Arranger by 2:00 p.m. (New York City time) by wire transfer of same day funds. Upon receipt of such funds, Lead Arranger shall, n ot later than 3:00 p.m. New York time on each Advance Date, subject to the fulfillment of the conditions precedent set forth in Section 6.02 and, with respect to the Initial Advance, Section 6.01, deposit the amount of the Advance to be made on such Advance Date in immediately available funds in the account specified by Borrowers in the Advance Request. Lender shall not be required to make any Advance if (i) the Repayment Period has commenced or (ii) any Cease Funding Event, Springing Deed of Trust Trigger Event, Borrowing Base Deficiency, Default or Event of Default then has occurred or would occur as a result of such Advance. Notwithstanding anything contained to the contrary herein, Lender shall have no obligation to fund Advances more than one (1) time per week. Notwithstanding the foregoing, it is hereby understood that the Tranche B Lenders shall have no obligation to fund any Advances hereunder unless and until the Tranche A Amount is fully drawn. Further, the Tranche B Lenders shall fund Advances with respect to the Tranche B Amount on a pro rata basis based on their respective Commitments; provided that in no event shall the Tranche B Lenders have any obligation to fund any Advances with respect to the Tranche B Amount after the end of the Tranche B Revolving Period .

(f) Section 3.01 of the Loan Agreement is hereby amended by adding the following new section (d) to the end thereof:

(d) Defaulting Lender . Notwithstanding any provision of this Agreement to the contrary, if any Lender fails to remit to Lead Arranger its proportionate share of any requested Advance in accordance with Section 3.01(c), such Lender will be a “Defaulting Lender”, and the following provisions shall apply for so long as such Lender is a Defaulting Lender:

1. Unused Fees shall cease to accrue in respect of the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 3.07(d). Any amount paid by the Borrowers for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Lead Arranger in a segregated, non-interest bearing account until the occurrence of the Tranche B Maturity Date, after which such amount shall be used to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct;

2. The unused portion of the Commitment of such Defaulting Lender may be reduced to zero without any contemporaneous ratable reduction of the Commitments of the other Lenders;

3. Neither the Commitment nor the Advances of such Defaulting Lender shall be included in determining whether all Lenders have taken or may take any action hereunder and the Defaulting Lender shall not be included in determining whether all Lenders have taken or may have taken any action hereunder (including, in each case, any consent to any amendment or waiver pursuant to Section 18.26(j)); provided, that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender differently than other affected Lenders or Lenders shall require the consent of such Defaulting Lender, as applicable; and

4. Borrowers may replace such Defaulting Lender by requiring such Lender to assign and delegate all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment).

In the event that the Lead Arranger determines that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (x) each Lender’s share of the Advances shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Advances of the other Lenders as the Lead Arranger and the Lenders shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Commitment whereupon such Lender will cease to be a Defaulting Lender and (y) the provisions of clauses (1) through (4) above shall, from and after such determination, cease to be of further force or effect with respect to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no cessation hereunder of a Lender as a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

(g) Section 3.04(a) of the Loan Agreement is hereby amended and restated in their entirety to read as follows (with the modified text underlined for review purposes):

(h) Section 3.04(b)(i) of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

(b) Mandatory Repayment: Borrowing Base Deficiency .

(i) If a Borrowing Base Deficiency exists on any date, Lender may provide a Notice of Borrowing Base Deficiency to Borrowers notifying Borrowers of such Borrowing Base Deficiency and requiring Borrowers to cure such Borrowing Base Deficiency by either (i) repay ing a portion of the Aggregate Advance in an amount equal to such Borrowing Base Deficiency , or (ii) adding new Eligible Properties to the Borrowing Base Property Pool in accordance with Section 4.1(b) .

(i) Section 5.02 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

(a) Provided no Accelerated Repayment Date or Event of Default pursuant to Section 10.01(a) or (e)(i) has occurred, Lender shall instruct the Account Bank to apply all Net Income deposited in each Operating Account during each Collection and Reporting Period (other than during the Tranche B Amortization Period) on the next following Remittance Date in the following order of priority on an aggregate basis:

Second , to Lender, an amount sufficient to eliminate any Borrowing Base Deficiency outstanding as of such date (without limiting Borrowers’ obligation to make a repayment to cure a Borrowing Base Deficiency as required by Section 3.04(b) ); and

Third , to remain in the Operating Accounts, all remaining amounts, which the Borrowers may withdraw in accordance with Section 5.01(d) .

For the avoidance of doubt, during the Tranche B Revolving Period, all amounts paid pursuant to clause First and Second above shall be applied to the Tranche A Lender and the Tranche B Lenders on a pari passu and pro rata basis in accordance with each Lender’s respective Commitment.

(b) Provided no Accelerated Repayment Date or Event of Default pursuant to Section 10.01(a) or (e)(i) has occurred, Lender shall instruct the Account Bank to remit all Net Income deposited in each Operating Account during each Collection and Reporting Period occurring during the Tranche B Amortization Period on the next following Remittance Date to the Tranche B Amortization Period Account.

All amounts on deposit in the Tranche B Amortization Period Account shall be remitted to the Borrowers upon the repayment in full of the Tranche B Amount and all other Obligations owed to the Tranche B Lenders .

(j) Section 5.02 of the Loan Agreement is hereby amended to add the following new subsection (c) immediately following the end of subsection (b) thereof:

(c) Provided no Accelerated Repayment Date or Event of Default pursuant to Section 10.01(a) or (e)(i) has occurred, all amounts received by any Borrower or any

Affiliates from the initial public offering of common or preferred stock, or a subsequent private offering of common stock, of Parent Guarantor shall promptly be remitted to Lead Arranger without set-off (other than for underwriting discounts, fees and other expenses incurred in connection with such offering) and thereafter applied by Lead Arranger in the following order of priority:

First , to Lenders (on a pari passu and pro rata basis in accordance with each Lender’s respective Commitment), an amount equal to the Accrued Interest calculated with respect to the related Collection and Reporting Period and all fees, expenses and Indemnified Amounts then due and payable from Borrowers and other applicable Persons to Lender under the Loan Documents;

Second , to Lenders (on a pari passu and pro rata basis in accordance with each Lender’s respective Commitment), an amount sufficient to eliminate any Borrowing Base Deficiency outstanding as of such date (without limiting Borrowers’ obligation to make a repayment to cure a Borrowing Base Deficiency as required by Section 3.04(b) );

Third , to the Tranche B Lenders (on a pari passu and pro rata basis in accordance with each Lender’s respective Commitment), to reduce the Tranche B Amount and all other Obligations owed to the Tranche B Lenders to zero; and

Fourth , any remaining amounts to Borrowers.

(k) The third to last sentence of Section 7.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

No Borrower, other than AH4R Properties and American Homes 4 Rent, L.P., has any Subsidiaries.

(l) Section 7.15 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

Section 7.15 Separateness . Borrower (other than the OP Borrower) is in compliance with the requirements of Article 9 .

(m) The lead-in paragraph to Article 8 is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

From the date hereof until the Secured Obligations (other than contingent indemnification obligations that have not yet been asserted) are paid in full and the Loan Documents are terminated, each Borrower (unless otherwise specified herein) shall perform and observe the following covenants, which shall (a) be given independent effect (so that if a particular action or condition is prohibited by any covenant, the fact that it would be permitted by an exception to or be otherwise within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists), (b) shall also apply to all Subsidiaries of such Borrower , other than Subsidiaries of AH4R Properties or the OP Borrower that are not otherwise Borrowers hereunder and (c) for the sake of clarity, apply to all Borrowers hereunder ; except for the following covenants, which shall not apply to the OP Borrower: (i) the second and third sentences of Section 8.03, (ii) Section 8.05 and (iii) Section 8.17 .

(n) Section 8.01(b)(i) of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

(i) not engage in any lines of business other than the business of acquiring, owning, renovating, leasing and disposing of residential real properties and all activities incidental thereto, as conducted by it as of the Closing Date ; provided that (a) this clause (i) shall not apply to the OP Borrower, and (b) in the case of AH4R Properties, such Borrower shall be entitled to engage in activities related to its ownership of each other Borrower joining this Agreement on June 6, 2013 .

(o) The first sentence of Section 8.03 of the Loan Agreement is hereby amended and restated in their entirety to read as follows (with the modified text underlined for review purposes):

Except as expressly permitted by the terms of this Agreement, Borrower shall not enter into a merger or consolidation (except that AH4R Properties and the OP Borrower may enter into mergers or consolidations so long as AH4R properties or the OP Borrower (as applicable) is the surviving party) , or liquidate, wind up or dissolve, or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets (including, without limitation, receivables and leasehold interests) or properties whether now owned or hereafter acquired (other than the lease or sublease of its assets or properties in the ordinary course of business), without the consent of Lender ; provided, however, that nothing herein shall prohibit the OP Borrower from (i) conveying, transferring or otherwise disposing of any of its assets to its Subsidiaries or (ii) making or paying any dividend or distribution to the Parent Guarantor or any limited partner of the OP Borrower .

(p) Section 8.07 of the Loan Agreement is hereby amended and restated in their entirety to read as follows (with the modified text underlined for review purposes):

8.07 Financial Covenants

The financial covenants set forth in this Section 8.07 shall apply at all times but shall be tested as of the end of each fiscal quarter commencing with the fiscal quarter ending on June 30 , 2013.

(q) Section 9.01 of the Loan Agreement is hereby amended by adding the following sentence at the end thereof:

Notwithstanding the foregoing, it is understood and agreed that AH4R Properties shall be entitled to establish an Operating Account for use by itself and the other Borrowers and deposits and withdrawals of funds to and from such Operating Account by such other Borrowers shall not be a breach or violation of this Section 9.01. For clarity, unless a Borrower has an Operating Account of its own, the Operating Account of AH4R Properties shall be deemed to be such Borrower’s “related Operating Account”.

(r) Section 10.01 of the Loan Agreement is hereby amended by adding the following clause to the end of the last paragraph thereof:

For clarity, Section 10.01(d), Section 10.01(h) and 10.01(j) shall apply to the OP Borrower solely as a Relevant Party or Pledgor/Guarantor, as applicable, and not as a Borrower.

(s) Section 11.05 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

11.05 Account Name and Characteristics. Each Borrower acknowledges and agrees that, subject to the terms hereof, neither such Borrower nor any other party claiming on behalf of, or through, such Borrower shall have any right, title or interest, whether express or implied, in any Operating Account or the Tranche B Amortization Period Account . Each Borrower acknowledges and agrees that each Operating Account and the Tranche B Amortization Period Account is subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Account Bank, subject to the terms hereof. Each Borrower and Lender acknowledge and agree that each Operating Account and the Tranche B Amortization Period Account constitutes, and shall be treated as, a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The parties agree that for purposes of Article 9 of the UCC as used in and applied to this Agreement, the State of New York is the “bank’s jurisdiction” (within the meaning of Section 9-304(b) of the UCC) with respect to each Operating Account and the Tranche B Amortization Period Account .

(t) Section 18.08(e) of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

(e) For clarity, the restrictions on assignments and participations set forth with respect to the Lead Arranger in this Section 18.08 shall apply equally to the Tranche A Lender and each Tranche B Lender.

(u) Section 18.10 of the Loan Agreement is hereby amended by adding the following sentence to the end thereof:

For the avoidance of doubt, any information related to the Collateral or Borrowing Base Properties that is provided by Lead Arranger to any Lender shall be subject to the confidentiality provisions of this Section 18.10.

(v) Article 18 of the Loan Agreement is hereby amended to add the following new Section 18.26 immediately following the end of Section 18.25 thereof:

Section 18.26 Lead Arranger Provisions .

(a) Appointment and Authority . Each of the Lenders hereby irrevocably appoints Wells Fargo Bank, N.A. to act on its behalf as Lead Arranger hereunder and under the other Loan Documents and authorizes Lead Arranger to take such actions on its behalf and to exercise such powers as are delegated to Lead Arranger by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 18.26 are solely for the benefit of Lead Arranger and Lenders, and Borrowers shall not have rights as a third party beneficiary of any of such provisions.

(b) Rights as a Lender . The Lead Arranger shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Lead Arranger and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Lead Arranger hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrowers or other Affiliate thereof as if such Person were not Lead Arranger hereunder and without any duty to account therefor to Lenders.

(c) Exculpatory Provisions . Lead Arranger shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Lead Arranger:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default or Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Lead Arranger is required to exercise as directed in writing by the Lenders, provided that Lead Arranger shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Lead Arranger to liability or that is contrary to any Loan Document or applicable law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by Lead Arranger.

Lead Arranger shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Lenders, or as otherwise permitted hereunder, or (ii) in the absence of its own gross negligence or willful misconduct. Lead Arranger shall be deemed not to have knowledge of any Event of Default or Default unless and until notice describing such Event of Default or Default is given to Lead Arranger by a Borrower or Affiliate thereof or a Lender.

Lead Arranger shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default or Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Lead Arranger.

(d) Reliance by Lead Arranger . Lead Arranger shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Lead Arranger also may rely

upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, Lead Arranger may presume that such condition is satisfactory to such Lender unless Lead Arranger shall have received notice to the contrary from such Lender prior to the making of such Advance. Lead Arranger may consult with legal counsel (who may be counsel for Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(e) Delegation of Duties. Lead Arranger may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Lead Arranger. Lead Arranger and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through its respective Affiliates. The exculpatory provisions of this Section 18.26 shall apply to any such sub-agent and to the Affiliates of Lead Arranger and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for herein as well as activities as Lead Arranger.

(f) Resignation of Lead Arranger . Lead Arranger may at any time give notice of its resignation to Lenders and Borrowers. Upon receipt of any such notice of resignation, the Lenders shall have the right, in consultation with Borrower, to appoint a successor. If no such successor shall have been so appointed by the Lenders and shall have accepted such appointment within thirty (30) days after the retiring Lead Arranger gives notice of its resignation, then the retiring Lead Arranger may on behalf of Lenders appoint a successor Lead Arranger meeting the qualifications set forth above; provided that if Lead Arranger shall notify Borrowers and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Lead Arranger shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by Lead Arranger on behalf of Lenders under any of the Loan Documents, the retiring Lead Arranger shall continue to hold such collateral security until such time as a successor Lead Arranger is appointed) and (b) all payments, communications and determinations provided to be made by, to or through Lead Arranger shall instead be made by or to each Lender directly, until such time as the Lenders appoint a successor Lead Arranger as provided for in this Section 18.26(f) . Upon the acceptance of a successor’s appointment as Lead Arranger hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Lead Arranger, and the retiring Lead Arranger shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 18.26(f) ). The fees payable by Borrowers to a successor Lead Arranger shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Lead Arranger’s resignation hereunder and under the other Loan Documents, the provisions of this Section 18.26 and Section 13.01 shall continue in effect for the benefit of such retiring Lead Arranger, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Lead Arranger was acting as Lead Arranger.

(g) Non-Reliance on Lead Arranger and Other Lenders . Each Lender acknowledges that it has, independently and without reliance upon Lead Arranger or any other Lender or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

Each Lender also acknowledges that it will, independently and without reliance upon Lead Arranger or any other Lender or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(h) Lead Arranger May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Relevant Party, Lead Arranger (irrespective of whether the principal of any Advance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Lead Arranger shall have made any demand on such Relevant Party) shall be entitled and empowered, by intervention in such proceeding or otherwise

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and Lead Arranger (including any claim for reimbursement under Section 13.01 or 13.02 ) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Lead Arranger and, in the event that Lead Arranger shall consent to the making of such payments directly to Lenders, to pay to Lead Arranger any amount due for the reasonable compensation, expenses, disbursements and advances of Lead Arranger and its agents and counsel, and any other amounts due Lead Arranger under the Loan Documents.

Nothing contained herein shall be deemed to authorize Lead Arranger to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Lead Arranger to vote in respect of the claim of any Lender in any such proceeding.

(i) Reimbursement by Lenders . To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under Section 13.01 to be paid by it to Lead Arranger (or any sub-agent thereof), or any Affiliate of any of the foregoing, each Lender severally agrees to pay to Lead Arranger (or any such sub-agent) or such Affiliate, as the case may be, such Lender’s proportionate share (determined with respect to the outstanding principal balance of the Advances made by such Lender as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Lead Arranger (or any such sub-agent) or against any Affiliate of any of the foregoing acting for Lead Arranger (or any such sub-agent) in connection with such capacity.

(j) Voting Rights . Notwithstanding anything to the contrary herein or in any other Loan Document, Lead Arranger shall have the sole right to approve, on behalf of all Lenders, (x) all amendments and modifications to this Loan Agreement or any other Loan Document (other than amendments or modifications with respect to the following: (i) the definition of “Borrowing Base”, “Cease Funding Event”, “Debt Yield”, “Effective Collection Rate”, “Minimum Debt Service Coverage Ratio” or “Net Operating Income”, (ii)

Termination Date extensions, (iii) extensions with respect to the timing of any Borrower payment obligations, (iv) the release of any security interest granted to Lenders (other than in accordance with the terms of this Agreement), (v) modification of the principal amounts of Advances, the index used in the calculation of Applicable Interest Rate or the Applicable Spread, (vi) increase any Lender’s Commitment, (vii) amendments to the payment priorities set forth in Section 5.02 , or (viii) amendments to this Section 18.26(j) , with respect to each of which unanimous Lender approval is required), (y) waivers (other than waivers of an Event of Default occurring under Section 10.01(a) of this Agreement or breaches of any covenants which, if not waived, would cause an Event of Default to occur under Section 10.01(a) , with respect to each of which unanimous Lender approval is required), and (z) the addition of any new Lenders.

(k) Exclusive Right to Enforce Rights and Remedies . Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Relevant Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Lead Arranger in accordance with the Loan Documents for the benefit of all the Lenders; provided that the foregoing shall not prohibit (i) the Lead Arranger from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Lead Arranger) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance with Section 18.18 or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any bankruptcy or other debtor relief law; and provided further that if at any time there is no Person acting as the Lead Arranger hereunder and under the other Loan Documents, then (A) the Lenders shall have the rights otherwise ascribed to the Lead Arranger pursuant to Section 10.02 and (B) any Lender may, with the consent of the other Lenders, enforce any rights and remedies available to it and as authorized by each other Lender.

(w) The Loan Agreement is hereby amended to add Schedule 2, Schedule 3 and Schedule 6 attached to this Supplement and Joinder as Schedule 12 , Schedule 13 and Schedule 14 to the Loan Agreement, respectively.

Section 6. Amendments to Pledge and Guaranty . Effective as of the Effective Date, the Pledge and Guaranty is hereby amended as follows:

(a) For so long as the Pledgor/Guarantors are each a Borrower under the Loan Agreement, Section 2 and Section 10 of the Pledge and Guaranty are hereby deleted in their respective entirety, it being understood and agreed that such Sections shall be restored in full without any further action needed upon the removal of any Pledgor/Guarantor as a Borrower.

(b) Pledge and Guaranty is hereby amended to add Schedule 4 attached to this Supplement and Joinder as Schedule 1 to the Pledge and Guaranty.

Section 7. Amendments to Account Control Agreement . Effective as of the Effective Date, the Account Control Agreement described on Schedule 1 hereto (the “ Account Control Agreement ”) is hereby amended as follows:

(a) The Account Control Agreement is hereby amended to delete Schedule 1 attached thereto in its entirety, and replace such Schedule 1 with Schedule 5 attached to this Supplement and Joinder.

Section 8. Conditions Precedent . Notwithstanding the foregoing or anything contained herein to the contrary, as a condition precedent to the effectiveness of the Facility Upsize and this Supplement and Joinder, Lender shall have received the following, each in form and substance acceptable to Lender:

(i)

this Joinder and Supplement duly executed by each Borrower and each Pledgor/Guarantor and acknowledged by Parent Guarantor and Asset Manager;

(ii)

a Management Agreement duly executed by the Asset Manager and each Joining Borrower;

(iii)

five (5) new Notes in accordance with Section 9 hereof, duly executed by each Borrower;

(iv)

the Amended and Restated Parent Guaranty duly executed by Parent Guarantor, pursuant to which Parent Guarantor pledges a first priority security interest to Lender in all of its rights, title and interest in and to 100% of the Capital Stock of the Initial Pledgor/Guarantor, together with evidence that such pledge has been approved by Parent Guarantor’s board of directors;

(v)

evidence that an Operating Account shall have been established for the Joining Borrowers with the Account Bank;

(vi)

Certificate of Merger reflecting the merger of AH4R Properties Holdings, LLC with and into AH4R Properties, LLC;

(vii)

Amended and Restated Second Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. duly executed by the Parent Guarantor;

(viii)

a Power of Attorney duly executed by each Joining Borrower;

(ix)

the original limited liability company certificates evidencing 100% of the Capital Stock of each Joining Borrower together with appropriate transfer and assignment documents in blank duly executed or endorsed by the applicable Pledgor/Guarantor;

(x)

the Facility Administrator Fee to the Lead Arranger which, for the avoidance of doubt, shall be a one-time fee, fully earned, due and payable and non-refundable on the Effective Date;

(xi)

for Parent Guarantor, a security interest and perfection opinion and a corporate and enforceability opinion with respect to the Pledge;

(xii)

for Initial Borrowers and Initial Pledgor/Guarantor, a corporate and enforceability opinion with respect to the Joinder/Supplement;

(xiii)

for each Joining Borrower, insurance certificates evidencing that each such Joining Borrower is listed as an additional insured under each of the insurance policies currently insuring the Initial Borrowers; and

(xiv)

for each Joining Borrower and each Joining Pledgor/Guarantor, each of the items set forth in Section 6.01(a)(ii) (good standing certificate), Section 6.01(a)(iii) (Governing Documents and incumbency), Section 6.01(a)(iv) (Closing Certificate), Section 6.01(a)(vii) (opinions of counsel), and Section 6.01(a)(viii) (amendments to Governing Documents);

and each Lender shall have completed to its satisfaction such due diligence of such Joining Borrower and each Joining Pledgor/Guarantor (including, Lender’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as each such Lender may require in its discretion.

Section 9. Increase in Commitments . Subject to the terms and conditions hereof, each Lender severally agrees that (i) its Commitment shall be increased to, or in the case of a Lender not party to the Loan Agreement as of the Closing Date, shall be, the amount set forth opposite its name on Schedule 3 hereof. After giving effect to the increase contemplated hereby, the Maximum Facility Amount shall be increased and Borrower shall execute and deliver two (2) new original Notes, one in an amount equal to the Tranche A Amount and the other in an amount equal to the Tranche B Amount. Upon receipt of both new Notes, Lender shall return the original Note to the Initial Borrowers in accordance with the procedures set forth in Section 3.02(a) of the Loan Agreement. Notwithstanding anything to the contrary herein, it is understood and agreed that following payment in full of the Obligations with respect to the Tranche B Amount Borrowers shall have the right to increase the Maximum Facility Amount in accordance with the terms of Section 3.11 of the Loan Agreement.

Section 10. New Lenders . Each New Lender (i) confirms that it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered under Section 8.09 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement and Joinder; (ii) agrees that it will, independently and without reliance upon any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; and (iii) agrees that it is a “Lender” for all purposes under the Loan Documents and will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

Section 11. Agreements of Each Joining Borrower as a Borrower . Except as otherwise provided herein, each Joining Borrower hereby agrees to be bound by, and comply with, the terms and conditions of each of the Initial Borrower Agreements, as a Borrower under the Loan Agreement, including, without limitation, (i) any terms relating to the repayment of any Advance, (ii) the grant of a first priority security interest in the Collateral owned by such Joining Borrower, (iii) the applicable conditions precedent prior to any Advance made by Buyer under the Loan Agreement, (iv)the special purpose entity provisions of Section 9.01 of the Loan Agreement, (v) all representations and warranties with respect to itself and its Collateral as set forth in the Loan Agreement, (vi) all covenants as set forth in the Loan Agreement and each other Initial Borrower Agreement and (vii) all indemnification obligations applicable to a Borrower under any Initial Borrower Agreement. Each Event of Default set forth in Section 10.01 of the Loan Agreement shall apply to each Joining Borrower. Notwithstanding the foregoing, it is understood and agreed that the Initial Pledgor/Guarantor shall not be bound by or obligated to comply with the provisions of Section 9.01 of the Loan Agreement in any way.

Section 12. Agreements of Each Joining Pledgor/Guarantor as a Pledgor/Guarantor . Each Joining Pledgor/Guarantor hereby agrees to be bound by, and comply with, the terms and conditions of each of the Pledge and Guaranty, as a Pledgor/Guarantor under the Pledge and Guaranty, including, without limitation, (i) [reserved], (ii) the grant of a first priority security interest in the Pledged Collateral owned by such Joining Pledgor/Guarantor, (iii) all representations and warranties with respect to itself and its Pledged Collateral as set forth in the Pledge and Guaranty, (iv) all covenants as set forth in the Pledge and Guaranty and (v) all indemnification obligations applicable to a Pledgor/Guarantor under the Pledge and Guaranty.

Section 13. Joining Borrower Representations . Each Joining Borrower has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its incorporation, organization or formation. Each Joining Borrower (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly

qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, including the pledge of the Collateral, except, in the cases of clauses (a), (b), (c)(w) and (c)(x), where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Joining Borrower’s exact legal name is set forth on the signature pages of this Supplement and Joinder. Each Joining Borrower’s location (within the meaning of Article 9 of the UCC) is set forth on Schedule 2 attached hereto, and the offices where such Joining Borrower keeps all records (within the meaning of Article 9 of the UCC) relating to the Collateral (other than property management offices maintained pursuant to the Management Agreements) and such Joining Borrower’s chief executive office are as of the Effective Date at the address of such Joining Borrower referred to in Schedule 2 . No Joining Borrower has changed its name or location (within the meaning of Article 9 of the UCC) within the twelve (12) months preceding the Effective Date. As of the Effective Date, each Joining Borrower’s organizational identification number and its tax identification number are set forth on Schedule 2 attached hereto. The fiscal year of each Joining Borrower is the calendar year. As of the Effective Date, each Joining Borrower has no Indebtedness, Contractual Obligations or Investments other than (a) the Loan Documents, (b) the Indebtedness, Contractual Obligations and Investments described on Schedule 2 attached hereto and (c) Indebtedness, Contractual Obligations and Investments permitted under Section 8.05 of the Loan Agreement. As of the Effective Date, no Joining Borrower has any trade names other than as described on Schedule 2 attached hereto.

Section 14. Joining Pledgor/Guarantor Representations . Each Joining Pledgor/Guarantor has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its incorporation, organization or formation. Each Joining Pledgor/Guarantor (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, including the pledge of the Pledged Collateral, except, in the cases of clauses (a), (b), (c)(w) and (c)(x), where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Joining Pledgor/Guarantor’s exact legal name is set forth on the signature pages of this Supplement and Joinder. Each Joining Pledgor/Guarantor’s location (within the meaning of Article 9 of the UCC) is set forth on Schedule 4 attached hereto, and the offices where such Joining Pledgor/Guarantor keeps all records (within the meaning of Article 9 of the UCC) relating to the Pledged Collateral and such Joining Pledgor/Guarantor’s chief executive office are as of the Effective Date at the address of such Joining Pledgor/Guarantor referred to in Schedule 4 . The Pledged Interests owned by each Joining Pledgor/Guarantor are set forth on Schedule 4 hereto. No Joining Pledgor/Guarantor has changed its name or location (within the meaning of Article 9 of the UCC) within the twelve (12) months preceding the Effective Date. As of the Effective Date, each Joining Pledgor/Guarantor’s organizational identification number and its tax identification number are set forth on Schedule 4 attached hereto. As of the Effective Date, no Joining Pledgor/Guarantor has any trade names other than as described on Schedule 4 attached hereto.

Section 15. Joint and Several Liability . Notwithstanding anything in the Initial Borrower Agreements to the contrary, each Borrower hereby acknowledges and agrees that all Borrowers are and shall be jointly and severally liable to Lender and the New Lenders pursuant to Section 18.23 of the Loan Agreement. Notwithstanding anything in the Pledge and Guaranty to the contrary, each Pledgor/Guarantor hereby acknowledges and agrees that the guarantee made by each Pledgor/Guarantor under the Pledge and Guaranty shall be a guarantee of the Obligations on a joint and several basis and that all Pledgors/Guarantors are and shall be jointly and severally liable to Lender and the New Lenders for all obligations of each Pledgor/Guarantor under the Guarantor.

Section 16. Representations and Warranties . In order to induce Lender and the New Lenders to enter into this Supplement and Joinder and to supplement the Initial Borrower Agreements in the manner

provided herein, each Borrower hereby represents and warrants that (a) this Supplement and Joinder and the Notes executed pursuant hereto are Loan Documents as defined in the Loan Agreement; (b) before and after giving effect to the increase in the Commitments contemplated hereby, (i) the representations and warranties contained in the Loan Agreement and contained in the other Loan Documents are true and correct in all material respects as to each Borrower and each Pledgor/Guarantor as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing on the date hereof nor will occur after giving effect to such requested increase as a result of such requested increase.

Section 17. Further Assurances . Borrowers and Pledgors/Guarantors shall each take any and all further actions and execute and deliver any and all such further documents and undertakings as are necessary or reasonably requested by Lender to effectuate the purposes of this Supplement and Joinder in accordance with Section 8.04(a) of the Loan Agreement and Section 6(j) of the Pledge and Guaranty. The undertakings set forth in this Section 17 shall survive the execution and delivery of this Supplement and Joinder.

Section 18. Effect of Supplement and Joinder . The terms and provisions set forth in this Supplement and Joinder shall modify and supersede all inconsistent terms and provisions set forth in the Initial Borrower Agreements and the Pledge and Guaranty, as applicable, and except as expressly modified and superseded by this Supplement and Joinder, the terms and provisions of the Initial Borrower Agreements and the Pledge and Guaranty, as applicable, are ratified and confirmed and shall continue in full force and effect. Borrowers and Lender(s) agree that the Initial Borrower Agreements and the Pledge and Guaranty, as applicable, as amended hereby shall continue to be in full force and effect, and the legal, valid and binding obligations of Borrowers or the Pledgors/Guarantors, as applicable, enforceable against each of them in accordance with their respective terms. Reference to this Supplement and Joinder need not be made in any Loan Document or any other instrument or document executed in connection therewith or herewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, any Loan Document, any reference in any of such items to any Loan Document being sufficient to refer to such Loan Document as amended hereby.

Section 19. Collateral Release . Each Lender and the Lead Arranger agree that, upon Borrowers’ request (a) any Lien granted to or held by such Lender or the Lead Arranger solely as a result of this Supplement and Joinder shall be released upon the termination of this Supplement and Joinder in accordance with Section 2 hereof; (b) each Joining Borrower and Joining Pledgor/Guarantor shall be automatically released from its obligations under this Supplement and Joinder and the other Loan Documents to which it is a party (other than the provisions hereof or thereof which, by their terms or operation of law, survive termination) upon the termination of this Supplement and Joinder in accordance with Section 2 hereof. In connection with any release pursuant to this Section 19, each Lender and Lead Arranger (as applicable) shall promptly (i) execute and deliver to any Relevant Party, at such Relevant Party’s expense, all documents that such Relevant Party shall reasonably request to evidence such release and (ii) deliver to the applicable Relevant Parties any portion of the Collateral so released in possession of any Lender or the Lead Arranger (as applicable).

Section 20. Successors and Assigns . This Supplement and Joinder shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 21. Governing Law . This Supplement and Joinder and any claim, dispute or controversy arising under or related to or in connection with this Supplement and Joinder, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws principles other than Section 5-1401 of the New York General Obligations law which shall govern.

Section 22. Counterparts, Effectiveness . This Supplement and Joinder may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Supplement and Joinder and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

Section 23. Notices . The address of each Joining Borrower for receiving notices and for all other purposes of the Initial Borrower Agreements shall be as set forth on Schedule 2 attached hereto. The address of Lender and each New Lender for receiving notices and for all other purposes of the Initial Borrower Agreements shall be as set forth on Schedule 3 attached hereto. The address of each Joining Pledgor/Guarantor for receiving notices and for all other purposes of the Pledge and Guaranty shall be as set forth on Schedule 4 attached hereto.

Section 24. Entire Agreement . This Supplement and Joinder and all other instruments, documents and agreements executed and delivered in connection with this Supplement and Joinder embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to this Supplement and Joinder, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.

Section 25. Survival . All representations and warranties made in this Supplement and Joinder or any other Loan Document including any Loan Document furnished in connection with this Supplement and Joinder shall survive the execution and delivery of this Supplement and Joinder and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplement and Joinder to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

INITIAL BORROWERS


AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]


AMERICAN HOMES 4 RENT PROPERTIES
SIX, LLC , a Delaware limited liability company

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Manager

JOINING BORROWERS

EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO:

By:	AH4R Properties, LLC, a Delaware limited
	liability company, its sole member

	By:	/s/ Sara Vogt-Lowell
	Name:	Sara Vogt-Lowell
	Title:	Manager

AMERICAN HOMES 4 RENT, L.P. , a Delaware limited partnership

By:	AMERICAN HOMES 4 RENT, a Maryland
	real estate investment trust, its General
	Partner

	By:	/s/ Sara Vogt-Lowell
	Name:	Sara Vogt-Lowell
	Title:	Senior Vice-President

AH4R Properties, LLC , a Delware limited liability company

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Manager

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]


INITIAL PLEDGOR/GUARANTOR

AMERICAN HOMES 4 RENT, L.P. , a Delaware limited partnership

By:	AMERICAN HOMES 4 RENT, a Maryland real estate investment trust, its General Partner
	By:	/s/ Sara Vogt-Lowell
	Name:	Sara Vogt-Lowell
	Title:	Senior Vice-President

JOINING PLEDGORS/GUARANTORS

AH4R Properties, LLC , a Delaware limited liability company

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Manager

AMERICAN HOMES 4 RENT , a Maryland real estate investment trust

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Senior Vice-President

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page


ACKNOWLEDGED AND AGREED TO:

PARENT GUARANTOR

AMERICAN HOMES 4 RENT, a Maryland real estate investment trust

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Senior Vice-President

ASSETT MANAGER

AMERICAN HOMES 4 RENT MANAGEMENT
HOLDINGS, LLC , a Delaware limited liability company, as Asset Manager

By:	AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company, its Member

	By:	/s/ Sara Vogt-Lowell
	Name:	Sara Vogt-Lowell
	Title:	Senior Vice-President

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]


ACKNOWLEDGED AND AGREED TO:

WELLS FARGO BANK, NATIONAL
ASSOCIATION , as Lead Arranger

By:		/s/ Scott Evans
Name:		Scott Evans
Title:		Managing Director

WELLS FARGO BANK, NATIONAL
ASSOCIATION , as Lender

By:		/s/ Scott Evans
Name:		Scott Evans
Title:		Managing Director

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page

Acknowledged and Agreed as of the Effective Date:


GOLDMAN SACHS BANK USA, as a Tranche B Lender

By:		/s/ Robert Ehudin
Name:		Robert Ehudin
Title:		Authorized Signatory

[SIGNATURES CONTINUE FROM PREVIOUS PAGE]


J.P. MORGAN CHASE BANK, N.A. , as a Tranche B Lender

By:		/s/ Chiara Carter
Name:		Chiara Carter
Title:		Vice President

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page

[SIGNATURES CONTINUE FROM PREVIOUS PAGE]


BANK OF AMERICA, NATIONAL
ASSOCIATION , as a Tranche B Lender

By:		/s/ Michael W. Edwards
Name:		Michael W. Edwards
Title:		Senior Vice President

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page

[SIGNATURES CONTINUE FROM PREVIOUS PAGE]


ACKNOWLEDGED AND AGREED AS OF THE
EFFECTIVE DATE WITH RESPECT TO THE
ACCOUNT CONTROL AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Account Bank

By:		/s/ Perry J. Monroe
Name:		Perry J. Monroe
Title:		Vice President

Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement — Signature Page

Exhibit 10.14

SECOND OMNIBUS JOINDER AND AMENDMENT AGREEMENT

This SECOND OMNIBUS JOINDER AND AMENDMENT AGREEMENT (this “ Joinder and Amendment ”) is dated as of June 21, 2013 (the “ Effective Date ”) and entered into by and among each entity set forth on the signature pages hereto and identified therein as the existing borrowers (each, an “ Existing Borrower ” and collectively, the “ Existing Borrowers ”), and each entity set forth on the signature pages hereto joining as a borrower (each, a “ Joining Borrower ”, and collectively, the “ Joining Borrowers ”, and together with the Existing Borrowers, the “ Borrowers ”), AMERICAN HOMES 4 RENT, L.P., a Delaware partnership and AH4R PROPERTIES, LLC , a Delaware limited liability company (each as the “ Existing Pledgors/Guarantors ”), and such other entity set forth on the signature pages hereto joining as a pledgor/guarantor (the “ Joining Pledgor/Guarantor ”, and together with the Existing Pledgors/Guarantors, the “ Pledgors/Guarantors ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Lender ”).

RECITALS

WHEREAS, Existing Borrowers and Lead Arranger entered into (i) that certain Master Loan and Security Agreement, dated as of March 7, 2013, as supplemented and amended by that certain Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement, dated as of June 6, 2013 (the “ June 6 Supplement and Joinder ”) (collectively, and as may have been further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Loan Agreement ”), and (ii) each other Loan Document listed on Schedule 1 to the June 6 Supplement and Joinder (together with the Loan Agreement, the “ Borrower Agreements ”);

WHEREAS, the Existing Pledgor/Guarantors and Lead Arranger entered into that certain Pledge and Guaranty Agreement, dated as of March 7, 2013, as supplemented and amended by the June 6 Supplement and Joinder (collectively, and as may have been be further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Pledge and Guaranty ”);

WHEREAS, Existing Borrowers and Existing Pledgors/Guarantors desire to add the Joining Borrowers as borrowers under the Borrower Agreements, and the Joining Pledgor/Guarantor as pledgor and guarantor under the Pledge and Guaranty, all as more fully set forth in this Joinder and Amendment;

WHEREAS, Lead Arranger and Lenders wish to add the Joining Borrowers as borrowers under the Borrower Agreements, and the Joining Pledgor/Guarantor as pledgor and guarantor under the Pledge and Guaranty, and to make such other amendments as are described herein; and

WHEREAS, the parties hereto agree to amend and supplement each Borrower Agreement and the Pledge and Guaranty in the manner provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 2. Effectiveness of this Joinder and Amendment . The parties hereto agree that this Joinder and Amendment shall be effective as of the Effective Date (subject to the satisfaction of the conditions precedent set forth in Section 8 hereof) and shall terminate and be of no further force and effect (other than the provisions hereof which, by their terms or operation of law, survive termination) upon the Facility Termination Date with respect to the Tranche B Amount and the payment in full of the Obligations with respect to the Tranche B Amount (other than contingent indemnification obligations that have not yet been asserted). The parties hereto further agree that this Joinder and Amendment shall, for all intents and purposes, be a “Joinder Agreement” as defined in the Loan Agreement.

Section 3. Addition of Parties to Borrower Agreements; Borrowing Base Properties . As of the Effective Date, each of the Borrower Agreements is hereby amended to add each Joining Borrower as a Borrower thereunder and thereafter, all references to “Borrower” and “Borrowers” in this Joinder and Amendment, the Loan Agreement, any of the other Borrower Agreements and any other Loan Document shall include each of Existing Borrowers and each of the Joining Borrowers, as the context shall require.

Section 4. Addition of Parties to Pledge and Guaranty . As of the Effective Date, the Pledge and Guaranty is hereby amended to add the Joining Pledgor/Guarantor as a Pledgor/Guarantor thereunder and thereafter, all references to “Pledgor/Guarantor” and “Pledgors/Guarantors” in this Joinder and Amendment, the Loan Agreement, the Pledge and Guaranty and any other Loan Document shall include each of the Existing Pledgors/Guarantors and the Joining Pledgor/Guarantor, as the context shall require.

Section 5. Amendments to Loan Agreement . Effective as of the Effective Date, the Loan Agreement is hereby further amended as follows:

(a) The definition of “ Operating Account ” in Article 2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

“ Operating Account ”: With respect to each Borrower, the separate trust account established by such Borrower (or in the case of each Borrower joining this Agreement as of June 6, 2013, by AH4R Properties on behalf of such joining Borrowers, and in the case of each Borrower joining this Agreement as of June 21, 2013, by AH4R I on behalf of such joining Borrowers) for the benefit of Lender and maintained pursuant to this Agreement into which all related Net Income collected with respect to SF Properties shall be deposited as provided in this Agreement. Each Operating Account shall be established at the Account Bank with the related account number as identified on Schedule 6 attached hereto and shall be subject to an Account Control Agreement; provided, that as used in the definition of “Required Amount” and in Sections 3.08(a), 5.01(d)(ii), 5.04, 8.26 and 10.01(q) (and for all purposes of determining whether the Borrowers have maintained the “Required Amount”), the term “Operating Account” shall be deemed to include the Tranche B Amortization Period Account.

(b) Article 2 of the Loan Agreement is hereby amended to add the following new defined term in appropriate alphabetical order:

“ AH4R I ”: American Homes 4 Rent I, LLC.

(c) The third to last sentence of Section 7.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

No Borrower, other than AH4R Properties , AH4R I and American Homes 4 Rent, L.P., has any Subsidiaries.

(d) The lead-in paragraph to Article 8 is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

From the date hereof until the Secured Obligations (other than contingent indemnification obligations that have not yet been asserted) are paid in full and the Loan Documents are terminated, each Borrower (unless otherwise specified herein) shall perform and observe the following covenants, which shall (a) be given independent effect (so that if a particular action or condition is prohibited by any covenant, the fact that it would be permitted by an exception to or be otherwise within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists), (b) shall also apply to all Subsidiaries of such Borrower, other than Subsidiaries of AH4R Properties , AH4R I or the OP Borrower that are not otherwise Borrowers hereunder and (c) for the sake of clarity, apply to all Borrowers hereunder; except for the following covenants, which shall not apply to the OP Borrower: (i) the second and third sentences of Section 8.03, (ii) Section 8.05 and (iii) Section 8.17.

(e) Section 8.01(b)(i) of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

(i) not engage in any lines of business other than the business of acquiring, owning, renovating, leasing and disposing of residential real properties and all activities incidental thereto, as conducted by it as of the Closing Date; provided that (a) this clause (i) shall not apply to the OP Borrower, (b) in the case of AH4R Properties, such Borrower shall be entitled to engage in activities related to its ownership of each other Borrower joining this Agreement on June 6, 2013 , (c) in the case of AH4R I, such Borrower shall be entitled to engage in activities related to its ownership of each other Borrower joining this Agreement on June 21, 2013 and AH4R I CA, LLC .

(f) The first sentence of Section 8.03 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

Except as expressly permitted by the terms of this Agreement, Borrower shall not enter into a merger or consolidation (except that AH4R Properties , AH4R I and the OP Borrower may enter into mergers or consolidations so long as AH4R Properties , AH4R I or the OP Borrower (as applicable) is the surviving party), or liquidate, wind up or dissolve, or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets (including, without limitation, receivables and leasehold interests) or properties whether now owned or hereafter acquired (other than the lease or sublease of its assets or properties in the ordinary course of business), without the consent of Lender; provided, however, that nothing herein shall prohibit the OP Borrower from (i) conveying, transferring or otherwise disposing of any of its assets to its Subsidiaries or (ii) making or paying any dividend or distribution to the Parent Guarantor or any limited partner of the OP Borrower.

(g) The lead-in language to Section 9.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

Each Borrower (other than any Borrower that is also a Pledgor/Guarantor) shall . . .

(h) The last sentence of Section 9.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):

Notwithstanding the foregoing, it is understood and agreed that each of AH4R Properties and AH4R1 shall be entitled to establish an Operating Account for use by itself and those of its

Subsidiaries that are Borrowers hereunder and deposits and withdrawals of funds to and from such Operating Account by such Borrowers shall not be a breach or violation of this Section 9.01. For clarity, unless a Borrower has an Operating Account of its own, the Operating Account of AH4R Properties or AH4R I, as applicable, shall be deemed to be such Borrower’s “related Operating Account”.

(i) The Loan Agreement is hereby amended by deleting Schedule 5 attached thereto in its entirety and replacing such Schedule 5 with Schedule 1 attached to this Joinder and Amendment.

(j) The Loan Agreement is hereby amended by deleting Schedule 8.03 attached thereto in its entirety and replacing such Schedule 8.03 with Schedule 2 attached to this Joinder and Amendment.

(k) Schedule 10 to the Loan Agreement is hereby amended to add the additional information set forth on Schedule 3 attached to this Joinder and Amendment.

(l) Schedule 12 to the Loan Agreement is hereby amended to add the additional information set forth on Schedule 4 attached to this Joinder and Amendment.

Section 6. Amendments to Pledge and Guaranty . Effective as of the Effective Date, the Pledge and Guaranty is hereby amended as follows:

(a) For so long as a Pledgor/Guarantor is also a Borrower under the Loan Agreement, Section 2 and Section 10 of the Pledge and Guaranty are hereby deleted in their respective entirety with respect to such Pledgor/Guarantor, it being understood and agreed that such Sections shall be restored in full with respect to such Pledgor/Guarantor without any further action needed upon the removal of such Pledgor/Guarantor as a Borrower.

(b) Schedule 1 to the Pledge and Guaranty is hereby amended to add the additional information set forth Schedule 5 attached to this Joinder and Amendment .

Section 7. Amendments to Account Control Agreement . Effective as of the Effective Date, the Account Control Agreement described on Schedule 6 hereto (the “ Account Control Agreement ”) is hereby amended to delete Schedule 1 attached thereto in its entirety, and replace such Schedule 1 with Schedule 6 attached to this Joinder and Amendment.

Section 8. Conditions Precedent . Notwithstanding the foregoing or anything contained herein to the contrary, as a condition precedent to the effectiveness of this Joinder and Amendment, Lead Arranger shall have received the following, each in form and substance acceptable to Lead Arranger:

(i)

this Joinder and Amendment duly executed by each Borrower and each Pledgor/Guarantor and acknowledged by Parent Guarantor, Asset Manager and Account Bank;

(ii)

a Management Agreement duly executed by the Asset Manager and each Joining Borrower;

(iii)

five (5) new Notes duly executed by each Borrower; provided that upon receipt of each applicable new Note, each Lender shall return its respective original Note to the Existing Borrowers in accordance with the procedures set forth in Section 3.02(a) of the Loan Agreement;

(iv)

evidence that an Operating Account shall have been established for AH4R I, on behalf of the Joining Borrowers, with the Account Bank;

(v)

a Power of Attorney duly executed by each Joining Borrower;

(vi)

(vii)

(viii)

Section 9. Agreements of Each Joining Borrower as a Borrower . Except as otherwise provided herein, each Joining Borrower hereby agrees to be bound by, and comply with, the terms and conditions of each of the Borrower Agreements, as a Borrower under the Loan Agreement, including, without limitation, (i) any terms relating to the repayment of any Advance, (ii) the grant of a first priority security interest in the Collateral owned by such Joining Borrower, (iii) the applicable conditions precedent prior to any Advance made by Buyer under the Loan Agreement, (iv) the special purpose entity provisions of Section 9.01 of the Loan Agreement (subject to the exceptions set forth therein), (v) all representations and warranties with respect to itself and its Collateral as set forth in the Loan Agreement, (vi) all covenants as set forth in the Loan Agreement and each other Borrower Agreement and (vii) all indemnification obligations applicable to a Borrower under any Borrower Agreement. Each Event of Default set forth in Section 10.01 of the Loan Agreement shall apply to each Joining Borrower.

Section 10. Agreements of Each Joining Pledgor/Guarantor as a Pledgor/Guarantor . Each Joining Pledgor/Guarantor hereby agrees to be bound by, and comply with, the terms and conditions of each of the Pledge and Guaranty, as a Pledgor/Guarantor under the Pledge and Guaranty, including, without limitation, (i) the grant of a first priority security interest in the Pledged Collateral owned by such Joining Pledgor/Guarantor, (ii) all representations and warranties with respect to itself and its Pledged Collateral as set forth in the Pledge and Guaranty, (iii) all covenants as set forth in the Pledge and Guaranty and (iv) all indemnification obligations applicable to a Pledgor/Guarantor under the Pledge and Guaranty.

Section 11. Joining Borrower Representations . Each Joining Borrower has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its incorporation, organization or formation. Each Joining Borrower (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, including the pledge of the Collateral, except, in the cases of clauses (a), (b), (c)(w) and (c)(x), where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Joining Borrower’s exact legal name is set forth on the signature pages of this Joinder and Amendment. Each Joining Borrower’s location (within the meaning of Article 9 of the UCC) is set forth on Schedule 4 attached hereto, and the offices where such Joining Borrower keeps all records (within the meaning of Article 9 of the UCC) relating to the Collateral (other than property management offices maintained pursuant to the Management Agreements) and

such Joining Borrower’s chief executive office are as of the Effective Date at the address of such Joining Borrower referred to in Schedule 4. No Joining Borrower has changed its name or location (within the meaning of Article 9 of the UCC) within the twelve (12) months preceding the Effective Date. As of the Effective Date, each Joining Borrower’s organizational identification number and its tax identification number are set forth on Schedule 4 attached hereto. The fiscal year of each Joining Borrower is the calendar year. As of the Effective Date, no Joining Borrower has any Indebtedness, Contractual Obligations or Investments other than (a) the Loan Documents, (b) the Indebtedness, Contractual Obligations and Investments described on Schedule 4 attached hereto and (c) the Indebtedness, Contractual Obligations and Investments permitted under Section 8.05 of the Loan Agreement. As of the Effective Date, no Joining Borrower has any trade names other than as described on Schedule 4 attached hereto.

Section 12. Joining Pledgor/Guarantor Representations . Each Joining Pledgor/Guarantor has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its incorporation, organization or formation. Each Joining Pledgor/Guarantor (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, including the pledge of the Pledged Collateral, except, in the cases of clauses (a), (b), (c)(w) and (c)(x), where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Joining Pledgor/Guarantor’s exact legal name is set forth on the signature pages of this Joinder and Amendment. Each Joining Pledgor/Guarantor’s location (within the meaning of Article 9 of the UCC) is set forth on Schedule 5 attached hereto, and the offices where such Joining Pledgor/Guarantor keeps all records (within the meaning of Article 9 of the UCC) relating to the Pledged Collateral and such Joining Pledgor/Guarantor’s chief executive office are as of the Effective Date at the address of such Joining Pledgor/Guarantor referred to in Schedule 5. The Pledged Interests owned by each Joining Pledgor/Guarantor are set forth on Schedule 5 hereto. No Joining Pledgor/Guarantor has changed its name or location (within the meaning of Article 9 of the UCC) within the twelve (12) months preceding the Effective Date. As of the Effective Date, each Joining Pledgor/Guarantor’s organizational identification number and its tax identification number are set forth on Schedule 5 attached hereto. As of the Effective Date, no Joining Pledgor/Guarantor has any trade names other than as described on Schedule 5 attached hereto.

Section 13. Joint and Several Liability . Notwithstanding anything in the Borrower Agreements to the contrary, each Joining Borrower hereby acknowledges and agrees with the Existing Borrowers that all Borrowers are and shall be jointly and severally liable to the Lenders pursuant to Section 18.23 of the Loan Agreement. Notwithstanding anything in the Pledge and Guaranty to the contrary, the Joining Pledgor/Guarantor hereby acknowledges and agrees with the Existing Pledgors/Guarantors that the guarantee made by each Pledgor/Guarantor under the Pledge and Guaranty shall be a guarantee of the Obligations on a joint and several basis and that all Pledgors/Guarantors are and shall be jointly and severally liable to the Lenders for all obligations of each Pledgor/Guarantor under the Pledge and Guaranty.

Section 14. Representations and Warranties . In order to induce Lender and the New Lenders to enter into this Joinder and Amendment and to supplement the Borrower Agreements in the manner provided herein, each Borrower hereby represents and warrants that (a) this Joinder and Amendment and the Notes executed pursuant hereto are Loan Documents as defined in the Loan Agreement, (b) the representations and warranties contained in the Loan Agreement and contained in the other Loan Documents are true and correct in all material respects as to each Borrower and each Pledgor/Guarantor as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date), and (c) no Default or Event of Default has occurred and is continuing on the date hereof nor will occur after giving effect to this Joinder and Amendment.

Section 15. Further Assurances . Borrowers and Pledgors/Guarantors shall each take any and all further actions and execute and deliver any and all such further documents and undertakings as are necessary or reasonably requested by Lender to effectuate the purposes of this Joinder and Amendment in accordance with Section 8.04(a) of the Loan Agreement and Section 6(j) of the Pledge and Guaranty. The undertakings set forth in this Section 15 shall survive the execution and delivery of this Joinder and Amendment.

Section 16. Effect of Joinder and Amendment . The terms and provisions set forth in this Joinder and Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Borrower Agreements, the Pledge and Guaranty and the Account Control Agreement, as applicable, and except as expressly modified and superseded by this Joinder and Amendment, the terms and provisions of the Borrower Agreements, the Pledge and Guaranty and the Account Control Agreement, as applicable, are ratified and confirmed and shall continue in full force and effect. Borrowers and Lender(s) agree that the Borrower Agreements, the Pledge and Guaranty and the Account Control Agreement, as applicable, as amended hereby shall continue to be in full force and effect, and the legal, valid and binding obligations of Borrowers or the Pledgors/Guarantors, as applicable, enforceable against each of them in accordance with their respective terms. Reference to this Joinder and Amendment need not be made in any Loan Document or any other instrument or document executed in connection therewith or herewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, any Loan Document, any reference in any of such items to any Loan Document being sufficient to refer to such Loan Document as amended hereby.

Section 17. Collateral Release . Each Lender and the Lead Arranger agree that, upon Borrowers’ request (a) any Lien granted to or held by such Lender or the Lead Arranger solely as a result of this Joinder and Amendment shall be released upon the termination of this Joinder and Amendment in accordance with Section 2 hereof; (b) each Joining Borrower and Joining Pledgor/Guarantor shall be automatically released from its obligations under this Joinder and Amendment and the other Loan Documents to which it is a party (other than the provisions hereof or thereof which, by their terms or operation of law, survive termination) upon the termination of this Joinder and Amendment in accordance with Section 2 hereof. In connection with any release pursuant to this Section 17, each Lender and Lead Arranger (as applicable) shall promptly (i) execute and deliver to any Relevant Party, at such Relevant Party’s expense, all documents that such Relevant Party shall reasonably request to evidence such release and (ii) deliver to the applicable Relevant Parties any portion of the Collateral so released in possession of any Lender or the Lead Arranger (as applicable).

Section 18. Successors and Assigns . This Joinder and Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 19. Governing Law . This Joinder and Amendment and any claim, dispute or controversy arising under or related to or in connection with this Joinder and Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws principles other than Section 5-1401 of the New York General Obligations law which shall govern.

Section 20. Counterparts, Effectiveness . This Joinder and Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Joinder and Amendment and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

Section 21. Notices . The address of each Joining Borrower for receiving notices and for all other purposes of the Borrower Agreements shall be as set forth on Schedule 4 attached hereto. The address of each Joining Pledgor/Guarantor for receiving notices and for all other purposes of the Pledge and Guaranty shall be as set forth on Schedule 5 attached hereto.

Section 22. Entire Agreement . This Joinder and Amendment and all other instruments, documents and agreements executed and delivered in connection with this Joinder and Amendment embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to this Joinder and Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.

Section 23. Survival . All representations and warranties made in this Joinder and Amendment or any other Loan Document including any Loan Document furnished in connection with this Joinder and Amendment shall survive the execution and delivery of this Joinder and Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Joinder and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


EXISTING BORROWERS:

AMERICAN HOMES 4 RENT PROPERTIES
ONE, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

Second Omnibus Joinder and Amendment Agreement – Wells AH4R


AMERICAN HOMES 4 RENT, L.P. , a Delaware limited partnership

By:		AMERICAN HOMES 4 RENT, a Maryland real estate investment trust, its General Partner

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Senior Vice President

AH4R PROPERTIES, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO AS EXISTING BORROWERS:

By:		AH4R PROPERTIES, LLC, a Delaware limited liability company, its sole member

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

Second Omnibus Joinder and Amendment Agreement – Wells AH4R

SIGNATURE PAGES CONTINUED


JOINING BORROWERS:

EACH OF THE ENTITIES LISTED ON
ANNEX I ATTACHED HERETO AS JOINING
BORROWERS:

By:		AMERICAN HOMES 4 RENT I, LLC, a
		Delaware limited liability company, its sole
		member

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

AMERICAN HOMES 4 RENT I, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

Second Omnibus Joinder and Amendment Agreement – Wells AH4R

SIGNATURE PAGES CONTINUED


EXISTING PLEDGORS/GUARANTORS:

AMERICAN HOMES 4 RENT, L.P. , a Delaware limited partnership

By:		AMERICAN HOMES 4 RENT, a Maryland
		real estate investment trust, its General
		Partner

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Senior Vice President

AH4R PROPERTIES, LLC , a Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

JOINING PLEDGOR/GUARANTOR:

AMERICAN HOMES 4 RENT I, LLC , a
Delaware limited liability company

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Manager

Second Omnibus Joinder and Amendment Agreement – Wells AH4R

SIGNATURE PAGES CONTINUED


LEAD ARRANGER:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Scott Evans
Name:		Scott Evans
Title:		Managing Director

[Signatures continue on following page]

Second Omnibus Joinder and Amendment Agreement – Wells AH4R


LENDERS:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Tranche A Lender and a Tranche B Lender

By:		/s/ Scott Evans
Name:		Scott Evans
Title:		Managing Director

[Signatures continue on following page]

Second Omnibus Joinder and Amendment Agreement – Wells AH4R


J.P. MORGAN CHASE BANK, N.A. , as a Tranche B Lender

By:		/s/ Chiara Carter
Name:		Chiara Carter
Title:		Vice President

[Signatures continue on following page]

Second Omnibus Joinder and Amendment Agreement – Wells AH4R


BANK OF AMERICA, NATIONAL ASSOCIATION , as a Tranche B Lender

By:		/s/ Michael W. Edwards
Name:		Michael W. Edwards
Title:		Senior Vice President

[Signatures continue on following page]

Second Omnibus Joinder and Amendment Agreement – Wells AH4R


GOLDMAN SACHS BANK USA, as a Tranche B Lender

By:		/s/ Mark Walton
Name:		Mark Walton
Title:		Authorized Signatory

[Signatures continue on following page]

Second Omnibus Joinder and Amendment Agreement – Wells AH4R

SIGNATURE PAGES CONTINUED

ACKNOWLEDGED AND AGREED TO AS OF THE EFFECTIVE DATE:

PARENT GUARANTOR:


AMERICAN HOMES 4 RENT , a Maryland real estate investment trust

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Senior Vice President

Second Omnibus Joinder and Amendment Agreement – Wells AH4R

SIGNATURE PAGES CONTINUED

ASSET MANAGER:


AMERICAN HOMES 4 RENT MANAGEMENT HOLDINGS, LLC , a Delaware limited liability company, as Asset Manager

By:		/s/ Sara Vogt-Lowell
Name:		Sara Vogt-Lowell
Title:		Senior Vice President

Second Omnibus Joinder and Amendment Agreement – Wells AH4R

ACCOUNT BANK:


WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Perry J. Monroe
Name:		Perry J. Monroe
Title:		Vice President

Second Omnibus Joinder and Amendment Agreement – Wells AH4R

ANNEX I

TO OMNIBUS JOINDER AND AMENDMENT AGREEMENT

EXISTING BORROWERS


AH4R - AZ, LLC		AH4R - IN, LLC
AH4R - AZ 2, LLC		AH4R - IN 11, LLC
AH4R - AZ 3, LLC		AH4R - NC, LLC
AH4R - AZ 4, LLC		AH4R - NC 2, LLC
AH4R - AZ 7, LLC		AH4R - NC 3, LLC
AH4R - AZ 11, LLC		AH4R - NC 11, LLC
SSI - AZ, LLC		AH4R - NV, LLC
AH4R - CO, LLC		AH4R - NV 2, LLC
AH4R - CO 3, LLC		AH4R - NV 3, LLC
AH4R - FL, LLC		AH4R - NV 4, LLC
AH4R - FL 2, LLC		AH4R - NV 11, LLC
AH4R - FL 3, LLC		SSI - NV, LLC
AH4R - FL 4, LLC		AH4R - OH, LLC
AH4R - FL 11, LLC		AH4R - OH 3, LLC
AH4R - GA, LLC		AH4R - OH 11, LLC
AH4R - GA 2, LLC		AH4R - TN 3, LLC
AH4R - GA 3, LLC		AH4R - TN 11, LLC
AH4R - GA 4, LLC		AH4R - TX, LLC
AH4R - GA 5, LLC		AH4R - TX 2, LLC
AH4R - GA 11, LLC		AH4R - TX 3, LLC
AH4R - IL, LLC		AH4R - TX 11, LLC
AH4R - IL 2, LLC		AH4R - UT, LLC
AH4R - IL 4, LLC		AH4R - WA, LLC
AH4R - IL 11, LLC

JOINING BORROWERS


AH4R I AZ, LLC		AH4R I NV, LLC
AH4R I CO, LLC		AH4R I OH, LLC
AH4R I FL, LLC		AH4R I OK, LLC
AH4R I FL Orlando, LLC		AH4R I TN, LLC
AH4R I GA, LLC		AH4R I TX DFW, LLC
AH4R I IL, LLC		AH4R I TX, LLC
AH4R I IN, LLC		AH4R I UT, LLC
AH4R I NC, LLC		AH4R I WA, LLC

Exhibit 10.15

EMPLOYEE ADMINISTRATION AGREEMENT

This EMPLOYEE ADMINISTRATION AGREEMENT (“ Agreement ”), by and among AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“ AH LLC ”), AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “ Company ”), American Homes 4 Rent, L.P. (the “ Operating Partnership ”), American Homes 4 Rent Advisor, LLC (the “ Advisor ”), American Homes 4 Rent Management Holdings, LLC (the “ Property Manager ”), and MALIBU MANAGEMENT, INC., a California corporation (“ MMI ”), is effective on the date of the closing of the transactions contemplated by that certain Contribution Agreement, executed as of May 28, 2013, by and among AH LLC, the Company and the Operating Partnership (the “ Contribution Agreement ” and the date of such closing, the “ Effective Date ”). AH LLC, the Company, the Operating Partnership, the Advisor, the Property Manager and MMI are sometimes referred to in this Agreement as a “ Party ” or collectively as the “ Parties .”

WHEREAS, pursuant to that certain Management Services Agreement, dated as of January 3, 2012, by and between AH LLC and MMI (the “ Management Services Agreement ”), MMI provides certain management services to AH LLC and its Affiliates (as defined in the Management Services Agreement) in exchange for payment for such services; and

WHEREAS, pursuant to the Contribution Agreement, AH LLC has agreed to enter into this Agreement (i) to cause the Employees (as defined below) to become dedicated to providing services to the Advisor or the Property Manager on a direct, pass-through basis; and (ii) to provide that MMI will continue to employ the Employees on or after the Effective Date for the benefit of the Advisor and the Property Manager under the direction of the Company, the Operating Partnership, the Advisor and/or the Property Manager, for the term of this Agreement, and to have MMI continue to provide employee benefit plans, programs and arrangements as described in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Management Services Agreement . The Parties hereby agree to waive Section 6.3 of the Management Services Agreement as next described in this section. From and after the effective date of the Management Services Agreement, insofar as the Employees (as defined below), have provided or are providing services to AH LLC and the Company pursuant to the Management Services Agreement or this Agreement, those Employees who are designated as officers of AH LLC or the Company will (i) be considered as employees, representatives or agents of AH LLC or the Company, as applicable; (ii) have the authority to make any agreement or commitment for AH LLC or the Company, as applicable, or to incur liability or obligation in AH LLC’s or the Company’s name, as applicable, on its behalf; or (iii) be able to represent to third parties that they have the right to bind AH LLC or the Company, as applicable. Each of the Parties further agrees, on behalf of itself and its successors, assigns, subsidiaries and affiliates and all of its respective directors, members, trustees, officers, partners, employees and/or agents to release and discharge the other Parties, including without limitation on behalf of itself and its successors, assigns, subsidiaries and affiliates and all of its respective directors, members, trustees, officers, partners, employees, and/or agents, from any and all claims, demands, damages, actions or causes of action, known or unknown, at law or in equity, which the Parties may have had, may now have, or may hereafter have related to, arising from or as a result of Section 6.3, provided that the Employees, have provided or are providing services to AH LLC and the Company pursuant to the Management Services Agreement or this Agreement. References to AH LLC and the Company in this section include references to such entities’ affiliates.

2. Employee Services .

2.1 On the terms and conditions set forth in this Agreement, MMI agrees to cause those individuals who, immediately prior to the Effective Date, provide services to the Advisor or the Property Manager (the “ Employees ”) to become fully dedicated to the Company, the Operating Partnership, the Advisor or the Property Manager, as applicable, and to perform, on a full time basis, such duties and services as the Company, the Operating Partnership, the Advisor or the Property Manager will assign to the Employees from time to time. MMI may not cause or direct any Employee to provide services to any entity other than the Company, the Operating Partnership, the Advisor or the Property Manager.

2.2 Each Employee will remain an employee of MMI for purposes of benefits and payroll taxes at all times during the period of his or her assignment with the Company, the Operating Partnership, the Advisor or the Property Manager under this Agreement; provided that the Company will have the right and responsibility to direct and control the day-to-day activities of each Employee during the period of such Employee’s assignment with the Company, the Operating Partnership, the Advisor or the Property Manager under this Agreement. MMI may not reprimand or discipline any Employee, unless such action is undertaken at the direction of the Company, and, if so directed, MMI shall deliver the reprimand or disciplinary action determined by the Company.

2.3 The Company shall have the exclusive right to determine (i) the level and amount of cash wages payable to the Employees, and (ii) the paid-time-off and other workplace policies. For purposes of Section 2.3(ii), the paid-time-off and workplace policies shall be those as described in the employee handbook in effect as of the date of signing of the Contribution Agreement (and provided to the Company in connection therewith).

2.4 MMI will make hiring decisions with respect to the Employees; provided that MMI will not hire new persons who would be Employees without the prior consent of the Company and will make all reasonable efforts to accommodate those Parties reasonable requests in this regard. The Company will direct MMI as to the hiring needs of the Company, the Operating Partnership, the Advisor and the Property Manager, and MMI will follow through with hiring pursuant to such direction. New personnel hired as described in this section become “Employees” under this Agreement.

3. Term and Termination .

3.1 Term . Unless earlier terminated pursuant to Section 3.3, the term of this Agreement will begin on the Effective Date and will end on December 31, 2013, unless the Parties agree in writing to extend the termination date of this Agreement (the “ Term ”).

3.2 Termination of an Employee’s Assignment . MMI may not terminate the assignment of any Employee to the Company, the Operating Partnership, the Advisor or the Property Manager without the Company’s prior consent. The Company will have the right to terminate the assignment of any Employee for any reason or no reason by delivery of notice of such termination to MMI as soon as practicable prior to the desired termination date. Upon receipt of such request, MMI will either (i) terminate such Employee’s employment with MMI as soon as practicable after receipt of such request, or (ii) terminate this Agreement promptly with regard to such Employee and continue to employ such Employee as it chooses in another MMI entity. If an Employee dies or becomes incapacitated or disabled as defined in MMI’s employment policies or benefit plans, then such Employee’s assignment with the Advisor or the Property Manager will terminate.

3.3 Termination of this Agreement .

3.3.1 The Company may terminate this Agreement upon the failure of MMI, and MMI may terminate this Agreement upon the failure of the Company, to perform any material obligation under this Agreement where such failure continues for a period of 30 days after receipt of written notice given by the complaining party of the failure. The termination will be effective 30 days after written notice of termination is provided.

3.3.2 MMI agrees to permit the Employees to become common law employees of the Company or an affiliate of the Company immediately following the last day of the Term. Upon termination, the Parties will work together to coordinate a transition of the MMI Services (as defined below) under this Agreement.

4. Payment for MMI Services . For the performance of the MMI Services and only with respect to the Employees, the Company will pay or reimburse MMI as follows:

4.1 The Company will reimburse MMI for all payments that MMI makes to the Employees, including wages, salaries, other compensation (including employer contributions to any retirement plan), payments for leave balances, severance and/or non-competition expenses, and expense reimbursements.

4.2 The Company will reimburse MMI for all payments that MMI makes on behalf of the Employees, including all federal, state and local payroll taxes withheld from compensation paid to the Employees and all unemployment compensation taxes, Federal Social Security taxes (FICA) and other employment taxes (both employer and employee taxes), provided, that nothing in this Section 4.2 shall result in the duplication of a reimbursement made under Section 4.1.

4.3 The Company will reimburse MMI for all insurance premiums and related payments that MMI makes in connection with the Employees, including premiums to secure workers’ compensation insurance and liability/loss insurance and premiums related to the benefit plans offered.

4.4 The Company will reimburse MMI for all reasonable expenses that MMI incurs and pays in connection with its performance of the MMI Services.

4.5 Unless the Parties agree otherwise, MMI will bill the Company on a monthly basis, and the Company will pay MMI in full within 15 days of receiving such invoice.

5. MMI Services . MMI will provide the following services during the Term with respect to the Employees (the “ MMI Services ”):

5.1 Payroll Services .

5.1.1 MMI will process and pay wages, salary, and compensation to the Employees. MMI will also pay severance and non-competition payments, if any, due the Employees after termination of employment. Payment will be made from MMI’s own accounts and will be based on hours worked, attendance, wage/salary rates, and other information provided by the Company.

5.1.2 MMI will serve as the W-2 employer of the Employees, and it will collect, report, and pay all applicable federal, state, and local payroll taxes from its own accounts, including income taxes, unemployment compensation taxes, FICA and other employment taxes, and including both employer and employee taxes. MMI will prepare, file and deliver all necessary reports and forms associated with such taxes.

5.1.3 MMI will track and calculate any paid leave balances of the Employees and will pay out (from its own accounts) any paid leave balances that are required to be paid.

5.1.4 MMI will administer and process the business expenses submitted by the Employees, and it will reimburse the Employees out of its own accounts for business expenses properly incurred.

5.1.5 MMI will complete, report, and maintain payroll records and information, including actual hours worked, in a form consistent with applicable legal requirements, which will be based on information provided by the Company.

5.2 Services at the Time of Hire .

5.2.1 MMI will conduct a background check on each Employee at the time of hire and at any other time upon agreement of the Parties.

5.2.2 MMI will collect from each Employee at the time of hire the standard personal information collected by employers. MMI will ensure that each Employee at the time of hire completes an I-9 form, a W-4 form, and other forms that a new hire must complete. With respect to each Employee hired, MMI will prepare and make any reports required by applicable law, such as reports to applicable federal and state new hire reporting centers.

5.2.3 MMI will ensure that each Employee at the time of hire: (i) receives, signs, and executes any and all applicable offer letters, employment agreements, and other agreements; and (ii) receives and acknowledges the employee handbook and all other applicable Company policies.

5.3 Insurance Coverage . MMI will obtain and carry workers’ compensation insurance and liability/loss insurance for any acts or activities of the Employees, and MMI will participate in unemployment insurance programs. Coverage will meet the standards required by applicable law. The Company will be named as an “alternate employer” solely for the purposes of insurance coverage.

5.4 Benefit Plans . MMI will continue to sponsor, administer, and make available to the Employees those employee benefit plans, programs and arrangements that are in effect as of the Effective Date. No amendments may be made to such plans, programs or arrangements without the written consent of the Company. MMI will administer COBRA and any other insurance or benefit continuation programs for which any Employee may become eligible.

5.5 Additional Services . MMI will provide such additional human resources services relating to the Employees as may be necessary or standard, such as ensuring their receipt and completion of forms and agreements, maintaining up-to-date information regarding them, and preparing and filing necessary forms regarding them (such as EEO-1 forms). In addition, MMI will maintain personnel files regarding each Employee for the benefit and use of both MMI and the Company.

5.6 List of Services Not Exhaustive . The list of services in this section is not an exhaustive list of the MMI Services to be provided by MMI. The MMI Services will also include those responsibilities that MMI may have as a matter of law, any services identified elsewhere in this Agreement, and any additional responsibilities and services agreed to by the Parties or that MMI performs as a matter of course.

6. Responsibilities of the Company . During the Term, the Company will assist MMI as described in this section so that it may perform the MMI Services.

6.1 The Company will provide all necessary compensation information to MMI, including wage and salary rates, hours worked, attendance, and other information. Nothing in this Agreement precludes the Company from paying compensation directly to the Employees, but if it does so, it will coordinate such payments with MMI.

6.2 The Company will provide any additional information regarding the Employees, as needed, to MMI, and it will provide such other cooperation to MMI as is necessary so that MMI can perform the MMI Services.

6.3 The Company, the Operating Partnership, the Advisor or the Property Manager will immediately notify MMI of any accident, injury, or illness suffered by an Employee in the workplace or during working hours.

7. No Contract of Employment . The provision of the Employees to the Company will not be deemed or construed to be an express or implied contract of employment by the Company or MMI with any Employee, nor will such arrangement alter in any way the terms and conditions of the Employees’ employment by MMI, including MMI’s employment-at-will policy. Nothing in this Agreement will prohibit any of the Company, MMI, or an Employee, for any reason, at any time, from terminating employment of such Employee.

8. Confidentiality . The Company will treat all personnel information provided by MMI, its employees and agents to the Company in connection with providing the MMI Services under this Agreement as confidential and will take all reasonable action to maintain such confidentiality. MMI will treat all personnel information provided by the Company and its employees and agents to MMI in connection with the Employees under this Agreement as confidential and will take all reasonable action to maintain such confidentiality.

9. Indemnification and Liability .

9.1 Indemnification .

9.1.1 MMI will indemnify and hold the Company, the Operating Partnership, the Advisor and the Property Manager harmless from any liabilities, claims or demands (including costs, expenses, court costs and reasonable attorneys’ fees on account thereof) made against the Company, the Operating Partnership, the Advisor or the Property Manager by any Employee, governmental agency, or other person or entity relating to MMI’s provision of or failure to provide the MMI Services, including, without limitation, any claims relating to: (i) wages, salary, overtime, leave, benefits, or compensation due; (ii) payroll payments required under this Agreement; (iii) payment, withholding, or reporting of federal, state or local employment taxes; (iv) compliance with any applicable federal, state and local laws regarding employment taxes, workers’ compensation, unemployment compensation; (v) the benefit plans made available by MMI; (vi) the failure of MMI to comply with any terms of this Agreement.

9.1.2 The Company will indemnify and hold MMI harmless from any liabilities, claims or demands (including costs, expenses, court costs and reasonable attorneys’ fees on account thereof) made against MMI by any Employee, governmental agency, or other person or entity relating to: (i) any act or omission by an Employee taken at the direction of the Company, the Operating Partnership, the Advisor or the Property Manager and in accordance with his or her duties on behalf of the Company, the Operating Partnership, the Advisor or the Property Manager; or (ii) the failure of the Company to comply with any terms of this Agreement.

9.1.3 In the event a claim is filed against the Company for which MMI may be liable for indemnification or against MMI for which the Company may be liable for indemnification under the terms of Section 9.1, the Party receiving the claim will promptly notify the other Party of such claim.

9.2 Liability as Between AH LLC and the Company .

9.2.1 AH LLC will remain solely responsible for any and all liabilities in respect of the Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or termination of employment of any Employee by AH LLC, the Advisor or the Property Manager prior to the Effective Date (including in connection with the consummation of the transactions contemplated by the Contribution Agreement); (ii) the participation in, or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of AH LLC, the Advisor or the Property Manager relating to periods prior to the Effective Date; or (iii) accrued but unpaid salaries, wages, bonuses, severance payments, incentive compensation, vacation or sick pay, or other compensation or payroll items (including deferred compensation) relating to periods prior to the Effective Date.

9.2.2 After the Effective Date, AH LLC will continue to be responsible for any and all liabilities to or in respect of the Employees, relating to or arising in connection with any and all claims for workers’ compensation benefits arising in connection with any occupational injury or disease occurring prior to the Effective Date to the extent AH LLC on the Effective Date was responsible for claims in accordance with the plans in effect on the Effective Date. After the Effective Date, AH LLC will continue to be responsible for any and all liabilities to or in respect of the Employees relating to or arising in connection with any and all claims for short-term or long-term disability benefits arising in connection with any injury or disease occurring or existing on or prior to the Effective Date whether reporting before or after the Effective Date to the extent AH LLC on the Effective Date was responsible for claims in accordance with the plans as in effect on the Effective Date.

10. Audit . The Company will have the right, at its expense, to have an auditor examine MMI’s books and records relating to the determination of the expenses subject to reimbursement under this Agreement; provided that such auditor will report to the Company only as to whether the expenses to be reimbursed under this Agreement are with respect to a valid claim and are determined in a manner consistent with this Agreement. Notwithstanding the foregoing, the auditor may determine the proper amount of any expense to be reimbursed under this Agreement.

11. Survival . The Parties’ respective obligations in Sections 4 (to the extent that payments that became due during the Term or for MMI Services rendered during the Term), 8 and 9 survive the end of the Term.

12. Miscellaneous .

12.1 Notices . All notices, communications and deliveries under this Agreement will be made in writing signed by or on behalf of the Party making the same, will specify the Section under this Agreement pursuant to which it is given or being made, and will be delivered personally or sent by registered or certified mail (return receipt requested) or by overnight delivery (with evidence of delivery and postage and other fees prepaid) as follows:


If to MMI:		Malibu Management, Inc. 22917 Pacific Coast Highway, Suite 300 Malibu, CA 90265 Attention: President

If to AH LLC:		American Homes 4 Rent, LLC 22917 Pacific Coast Highway, Suite 300 Malibu, CA 90265 Attention: President

If to the Company, the Operating Partnership, the Advisor or the Property Manager:		American Homes 4 Rent 22917 Pacific Coast Highway, Suite 300 Malibu, CA 90265 Attention: Chief Legal Officer

With a copy to:		Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 Attention: James E. Showen

12.2 Assignment; Successors in Interest . No assignment or transfer by any Party of its rights or obligations under this Agreement will be made except with the prior written consent of the other Party. This Agreement will be binding upon and will inure to the benefit of the Parties and their successors and permitted assigns, and any reference to a Party will also be a reference to a successor or permitted assign.

12.3 Construction . As used in this Agreement, any reference to the masculine, feminine or neuter gender will include all genders, the plural will include the singular, and singular will include the plural. Unless the context otherwise requires, the term “party” when used in this Agreement means a party to this Agreement. The words “include,” “includes” and “including” when used in this Agreement will be deemed to be followed by the phrase “without limitation” unless such phrase otherwise appears. Unless the context otherwise requires, references in this Agreement to Sections will be deemed references to Sections of this Agreement. Except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or.” Any deadline or time period set forth in this Agreement that by its terms ends on a day that is not a business day will be automatically extended to the next succeeding business day. With regard to each and every term and condition of this Agreement, the Parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration will be given to the issue of which party actually prepared, drafted or requested any term or condition of this Agreement.

12.4 Captions . The titles and captions contained in this Agreement are inserted in this Agreement only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision of this Agreement.

12.5 Controlling Law . This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of California without reference to its choice of law rules.

12.6 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the Parties waive any provision of law that renders any such provision prohibited or unenforceable in any respect.

12.7 Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, with the same force and effect as if the signatures to this Agreement were upon the same instrument.

12.8 Third Party Beneficiaries . Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such person being deemed a third party beneficiary of this Agreement, including any Employee.

12.9 Integration . This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all negotiations, agreements and understandings of the Parties with respect to the subject matter of this Agreement (including, without limitation, the Management Services Agreement).

12.10 Transaction Costs . Except to the extent otherwise specifically contemplated in this Agreement, each Party will pay its own fees, costs and expenses incurred in connection with this Agreement, including the fees, costs and expenses of its financial advisors, accountants, and counsel.

12.11 Amendments; Waivers .

12.11.1 Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (i) in the case of an amendment, by each Party; and (ii) in the case of a waiver, by the Party against whom the waiver is to be effective.

12.11.2 No failure or delay by either Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege nor will any single or partial exercise o preclude any other or further exercise of such right power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and not exclusive of any rights or remedies provided by applicable law.

12.11.3 Independent Contractor . The relationship between the Parties under this Agreement will be solely that MMI is an independent contractor for the Company, and nothing in this Agreement will be deemed to create any relationship of agency, employment, partnership or joint venture between the Company and MMI.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed, as of the Effective Date.


AMERICAN HOMES 4 RENT

By:	/s/ Matthew J. Hart
Name:	Matthew J. Hart
Title:	Chairman of the Special Committee of the Board of Trustees

AMERICAN HOMES 4 RENT, L.P. By: AMERICAN HOMES 4 RENT, its General Partner

	By:	/s/ Matthew J. Hart
	Name:	Matthew J. Hart
	Title:	Chairman of the Special Committee of the Board of Trustees

AMERICAN HOMES 4 RENT ADVISOR, LLC

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Senior Vice President

AMERICAN HOMES 4 RENT MANAGEMENT HOLDINGS, LLC

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Senior Vice President

MALIBU MANAGEMENT, INC.

By:	/s/ Marvin Lotz
Name:	Marvin Lotz
Title:	Vice President

AMERICAN HOMES 4 RENT, LLC

By:	/s/ Sara Vogt-Lowell
Name:	Sara Vogt-Lowell
Title:	Senior Vice President

[Signature Page to Employee Administration Agreement]

Exhibit 10.16

AMENDED AND RESTATED AGREEMENT ON INVESTMENT OPPORTUNITIES

This AMENDED AND RESTATED AGREEMENT ON INVESTMENT OPPORTUNITIES, dated as of June 10, 2013, is made and entered into by and between AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“ AH LLC ”), American Homes 4 Rent Acquisitions and Renovations, LLC, a Delaware limited liability company (“ AH4R Acquisitions and Renovations ”), and AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “ Company ”). AH LLC, AH4R Acquisitions and Renovations and the Company are sometimes individually referred to herein as a “ Party ” and collectively as the “ Parties .”

WHEREAS, AH LLC and the Company entered into that certain Agreement on Investment Opportunities dated as of November 21, 2012 (the “ Original Agreement ”);

WHEREAS, AH LLC and the Company first amended the Original Agreement on March 18, 2013;

WHEREAS, in connection with the closing of the transactions contemplated by the Contribution Agreement between AH LLC, the Company and American Homes 4 Rent, L.P., a Delaware limited partnership and a Subsidiary of the Company (the “ Operating Partnership ”) dated May 28, 2013 (the “ Contribution Agreement ”), AH LLC and the Company desire to amend and restate the Original Agreement as set forth herein;

WHEREAS, AH4R Acquisitions and Renovations is a subsidiary of AH LLC, and the Parties desire that AH4R Acquisitions and Renovations join the Agreement;

WHEREAS, AH LLC is the sole managing member of American Homes 4 Rent Advisor, LLC, a Delaware limited liability company (the “ Manager ”);

WHEREAS, concurrently with the execution of the Original Agreement, the Manager executed an Advisory Management Agreement with the Company, pursuant to which the Manager provides for the day-to-day management of the operations of the Company and its subsidiaries, and is responsible for the selection, purchase and management of the Company’s portfolio investments and the Company’s financing activities, and providing the Company with advisory services;

WHEREAS, AH LLC is in the business of investing in single-family homes; and

WHEREAS, the Company and AH LLC desire that the Company, subject to the terms and conditions of this Agreement, be a vehicle for investment in single-family homes from and after the date of this Agreement.

NOW, THEREFORE, for the mutual promises made herein and in the other agreements executed by the parties concurrently herewith or contemplated hereby, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Section 1. Definitions . The following terms have the following meanings assigned to them:

(a) “ Affiliate ” means, with respect to any Person, (i) any other Person directly or indirectly controlling, controlled by, or under common control with such other Person, including, without limitation, in the case of AH LLC, the Hughes Members, (ii) any executive officer, general partner or employee of such Person, (iii) any member of the board of directors or board of managers (or bodies performing similar functions) of such Person, and (iv) any legal entity for which such Person acts as an executive officer or general partner.

(b) “ Acquisition Costs ” shall mean all costs and expenses incurred by the Company in connection with the acquisition and initial repair and renovation (prior to first leasing, or to subsequent leasing in the case of any home leased to an existing occupant where the repair and renovation occur after the existing occupant vacates) of single-family homes that it purchases after the date hereof.

(c) “ Agreement ” means this Amended and Restated Agreement on Investment Opportunities, as amended, restated or supplemented from time to time.

(d) “ Alaska Joint Venture ” means the joint venture entered into by AH LLC and the Alaska Permanent Fund Corporation in July 2012 to acquire, renovate, lease and operate single-family homes, including any expansion of such joint venture hereafter in accordance with the terms of its governing documents and permitted pursuant to Section 2(c) of this Agreement.

(e) “ Bankruptcy ” means, with respect to any Person, (i) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency law, or such Person’s filing an answer consenting to or acquiescing in any such petition, (ii) the making by such Person of any assignment for the benefit of its creditors, (iii) the expiration of 90 days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver for a material portion of the assets of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state or foreign insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 90-day period or (iv) the entry against it of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter in effect.

(f) “ Board of Trustees ” means the Board of Trustees of the Company.

(g) “ Business Day ” means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.

(h) “ Common Shares ” means the Class A common shares, par value $0.01, of the Company.

(i) “ Existing Portfolio ” means (i) the single-family homes owned by AH LLC as of the date of the Original Agreement, and (ii) any additional single-family homes acquired by AH LLC within 180 days after the date of the Original Agreement, and (iii) any additional single-family homes acquired in short sales, and, in the case of (ii) and (iii), pursuant to offers made or agreement entered into by AH LLC prior to the effective date of Section 2(a) of this Agreement.

(j) “ Hughes Members ” means B. Wayne Hughes, B.W. Hughes Living Trust, B. Wayne Hughes 5-04 Annuity Trust, B. Wayne Hughes 6-04 Annuity Trust, B. Wayne Hughes 9-05 Annuity Trust, American Commercial Equities, LLC, and American Commercial Equities Two, LLC, or any entity or trust for which B. Wayne Hughes serves as manager or trustee.

(k) “ Independent Trustees ” means the members of the Board of Trustees of the Company who are not officers or employees of AH LLC or any Person directly or indirectly controlling or controlled by the AH LLC, and who are otherwise “independent” in accordance with the NYSE’s corporate governance listing standards (or the rules of any other national securities exchange on which the Common Shares becomes listed).

(l) “ Investment Company Act ” means the Investment Company Act of 1940, as amended.

(m) “ Investment Vehicle ” means any partnership, limited liability company, or other entity formed for the purpose of raising capital from investors other than the Company and its Subsidiaries and investing such capital in the acquisition of single-family homes, other than those in the Existing Portfolio.

(n) “ Joint Venture ” means any partnership, limited liability company, or other entity formed or sponsored, as permitted by this Agreement, by AH LLC or any of its Affiliates for the purpose of raising capital from investors other than the Company and its Subsidiaries and investing such capital in the acquisition of homes in the Existing Portfolio.

(o) “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

(p) “ Promoted Interest ” means any interest held by the AH LLC or its Affiliates in the profits of a Joint Venture or Investment Vehicle which is in addition to or greater than AH LLC’s or its Affiliates’ pro rata interest in such Joint Venture or Investment Vehicle based on invested capital.

(q) “ RJ Joint Ventures ” means two joint ventures entered into by AH LLC with retail investors and marketed by Raymond James & Associates, Inc. in August and October 2012 to own, lease and operate single-family homes.

(r) “ Subsidiary ” means a corporation, limited liability company, partnership, joint venture or other entity or organization of which: (i) the Company or any other subsidiary of the Company is a general partner or managing member or possesses voting power, directly or indirectly, to elect a majority of the board of directors, trustees or others performing similar functions with respect to such entity or organization, and (ii) the accounts of which would be consolidated with those of the Company in its consolidated financial statements in accordance with GAAP as of the relevant date of determination.

(s) “ Units ” mean common units of limited partnership in the Operating Partnership.

(t) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

(u) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words include, includes and including shall be deemed to be followed by the phrase “without limitation.”

Section 2. Acquisition Rights .

(a) Subject to the limitations, terms and conditions of this Agreement, neither AH LLC nor any of its Affiliates will purchase, ground lease or otherwise acquire for investment, or offer to others the opportunity to purchase, ground lease or otherwise acquire for investment, directly or indirectly, any single-family home, other than those in the Existing Portfolio, unless such opportunity has been presented to the Board of Trustees and the Board of Trustees, including a majority of the Independent Trustees, has consented to such purchase, ground lease, investment or other transaction by AH LLC or its Affiliate. It is understood and agreed that this Agreement does not restrict or affect in any way any Person’s acquisition or ownership of single-family homes for personal or family use.

(b) The parties acknowledge and agree that Existing Portfolio is not owned by the Company or its Subsidiaries as of the date of this Agreement. Notwithstanding the foregoing provisions of this Section 2, AH LLC may, at any time from the date of this Agreement until the second anniversary of the date of the Original Agreement, contribute any or all of the properties in the Existing Portfolio to one or more Joint Ventures. In the event AH LLC establishes any such Joint Venture, it shall offer the Company any and all interests (including any Promoted Interest) it acquires in such Joint Venture, at a price equal to the fair value of the capital interest of AH LLC based on the valuation on the Joint Venture established by third-party investors in the entity. Any such acquisition by the Company of an interest in a Joint Venture shall require the approval of a majority of the Independent Trustees and, if so approved, shall close within sixty (60) days of original funding of the Joint Venture. The purchase price for any such interest shall be paid to AH LLC in Units, or at the option of AH LLC, in Common Shares. Any Common Shares or Units paid in consideration for a Joint Venture interest pursuant to this provision shall be valued at $15 per Common Share or Unit. AH LLC agrees to use commercially reasonable efforts to minimize the period of time during which the Company does not hold an ownership interest in any such Joint Venture, including by offering the Company the opportunity to acquire its interest in any such Joint Venture prior to the closing of the Joint Venture and facilitating the closing of the Joint Venture in a manner such that the Company acquires its interest in the Joint Venture from inception of the Joint Venture. In the event the Company elects not to purchase the ownership interests of AH LLC in any Joint Venture in accordance with the foregoing, AH LLC will be permitted to retain or transfer to others all of such interests, including any Promoted Interest.

(c) Notwithstanding the foregoing provisions of this Section 2, the parties acknowledge and agree that neither AH LLC nor its Affiliates are obligated to provide the Company with the right to purchase any ownership interests of AH LLC or its Affiliates in the RJ Joint Ventures or the Alaska Joint Venture. Further, it is acknowledged and agreed that the Alaska Joint Venture may continue to purchase single-family homes in accordance with its investment objectives until its capital commitments existing as of the date of the Original

Agreement (a total of $750 million) have been fully invested or committed. Any increase in committed capital to the Alaska Joint Venture by either the Alaska Permanent Fund Corporation or AH LLC or its Affiliates will require the approval of the Board of Trustees of the Company, including a majority of the Independent Trustees. AH LLC hereby represents and warrants that the Alaska Joint Venture will have investment priority over the Company and its Subsidiaries in all markets, except Arizona, southern and northern California, Georgia and Texas, in each of which the Company and its Subsidiaries shall have investment priority over the Alaska Joint Venture.

(d) Upon the second anniversary of the date of the Original Agreement, to the extent that AH LLC or its Affiliates continue to own, other than through a Joint Venture, the RJ Joint Ventures or the Alaska Joint Venture, any single-family homes in the Existing Portfolio, all of such homes shall be offered to the Company for a price equal to the then aggregate Fair Market Value of such homes as determined pursuant to the procedures set forth below, and the Company may purchase all, but not less than all, of such homes. An acquisition by the Company of such homes shall require the approval of a majority of the Independent Trustees and, if so approved, shall close within sixty (60) days of the final determination of the Fair Market Value of such homes. The purchase price for such homes shall be paid to AH LLC in Units or, at the option of AH LLC, in Common Shares. Any Common Shares or Units paid in consideration for a home pursuant to this Section 2(d) shall be valued at $15 per Common Share or Unit. In the event the Company elects not to purchase the homes in the Existing Portfolio in accordance with the foregoing, AH LLC will be permitted to retain or sell to others any or all of such homes.

(e) For the purposes of Section 2(d), the term “ Fair Market Value ” shall mean the gross sales price that the remaining homes in the Existing Portfolio (other than those held by a Joint Venture, the RJ Joint Ventures or the Alaska Joint Venture) would bring in a competitive and open market as of the second anniversary of the date of the Original Agreement with a buyer and seller each acting prudently and knowledgeably. The determination of “Fair Market Value” shall assume that: (i) buyer and seller are equally motivated; (ii) both buyer and seller are well informed or well advised and are acting in what it considers to be in its own best interest; (iii) a reasonable time is allowed for the exposure of the property portfolio on the open market; and (iv) payment of the purchase price is made in cash by buyer on the closing date.

(f) AH LLC shall determine the Fair Market Value by using its good faith judgment. AH LLC shall provide written notice of such amount on (or within sixty (60) days prior to) the second anniversary of the date of the Original Agreement. The Company shall have thirty (30) days (“ Company’s FMV Review Period ”) after receipt of AH LLC’s notice of Fair Market Value within which to accept such Fair Market Value in writing. In the event the Company fails to accept the Fair Market Value proposed by AH LLC, AH LLC and the Company shall attempt to agree upon such Fair Market Value, using good faith efforts. If AH LLC and the Company fail to reach agreement within fifteen (15) days following the Company’s FMV Review Period (“ Outside FMV Agreement Date ”), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Value and such determination shall be submitted to arbitration in accordance with subsections (i) through (v) below. Failure of the Company to so elect in writing within the Company’s FMV Review Period shall conclusively be deemed its disapproval of the Fair Market Value determined by AH LLC.

(i) AH LLC and the Company shall meet with each other within five (5) Business Days of the Outside FMV Agreement Date and exchange the sealed envelopes and then open such envelopes in each other’s presence. If AH LLC and the Company do not mutually agree upon the Fair Market Value within three (3) Business Days of the exchange and opening of envelopes, then, within ten (10) Business Days of the exchange and opening of envelopes AH LLC and the Company shall agree upon and jointly appoint a single arbitrator who shall (i) by profession be a commercial real estate appraiser, (ii) be a Member of the Appraisal Institute (or any successor organization thereto) and (iii) have been active over the five (5) year period ending on the date of such appointment in the appraisal of comparable properties. Neither AH LLC nor the Company shall consult with such arbitrator directly or indirectly as to his or her opinion as to Fair Market Value prior to the appointment. The determination of the arbitrator shall be limited solely to the issue of whether AH LLC’s or the Company’s submitted Fair Market Value for the Project is the closer to the actual Fair Market Value as determined by the arbitrator, taking into account the definition of Fair Market Value. Such arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. In addition, AH LLC or the Company may submit to the arbitrator with a copy to the other party within five (5) Business Days after the appointment of the arbitrator any market data and additional information that such party deems relevant to the determination of Fair Market Value (“ FMV Data ”) and the other party may submit a reply in writing within five (5) business days after receipt of such FMV Data.

(ii) The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to whether the parties shall use AH LLC’s or the Company’s submitted Fair Market Value, and shall notify AH LLC and the Company of such determination.

(iii) The decision of the arbitrator shall be binding upon AH LLC and the Company.

(iv) If AH LLC and the Company fail to agree upon and appoint an arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles, California, or, if he or she refuses to act, by any judge having jurisdiction over the parties.

(v) The cost of arbitration shall be paid by AH LLC and the Company equally.

Section 3. Acquisition Fees and Personnel .

(a) Subject to Section 3(b) below, during the term of this Agreement, in consideration for AH LLC’s services in identifying, evaluating, acquiring, renovating and maintaining single-family homes for acquisition by the Company directly or indirectly, the Company shall cause the Operating Partnership to pay to AH LLC an acquisition fee equal to five percent (5%) of the Acquisition Costs of each single-family home that the Company or a Subsidiary of the Company acquires directly, and shall cause any Investment Vehicle that it controls to pay to AH LLC an acquisition fee equal to five percent (5%) of the Acquisition Costs of each single-family home that any such Investment Vehicle acquires. The portion of any acquisition fee, net of any participating brokers fees received by AH LLC or its Affiliates in connection with any such acquisition relating to the purchase price of a home shall be paid promptly upon acquisition of the home by the Operating Partnership or Investment Vehicle, as the case may be, and the balance of such acquisition fee shall be paid in full promptly following certification by AH LLC that repair and renovation of the property has been completed so that the property is suitable for leasing to future tenants without further repair or renovation. Notwithstanding the foregoing, there shall be no acquisition fee paid to AH LLC by any party in connection with an acquisition by the Operating Partnership of any interest in the Alaska Joint Venture.

(b) Upon the eighteenth (18 ^th ) month anniversary of the date of this Agreement (the “ Effective Date ”), Section 3(a) of this Agreement shall be of no further force or effect, and from and after the fifteenth (15 ^th ) month anniversary of the date of this Agreement, the Company shall have the right to offer employment, with such employment to commence as of the Effective Date, to any or all of the acquisition and renovation personnel then employed by AH LLC or its Affiliates, on such terms as the Company may determine in its sole discretion, and AH LLC shall cooperate fully with the transfer and transition of any such personnel hired by the Company. Any such transition of employees shall be completed and effective as of the Effective Date.

Section 4. Alternative Arrangements .

The Parties acknowledge that, if, as of the Effective Date, the transition of employees contemplated by Section 3(b) of this Agreement has not occurred, or the Parties desire for other reasons to establish a further and continuing relationships relative to acquisition and renovation services, they may at such time (but shall not be obligated to) enter into a new agreement on mutually acceptable terms.

Section 5. Intellectual Property Use, Services and Fee .

Upon closing under the Contribution Agreement, the Operating Partnership will have all rights to certain Transferred Intellectual Property (as defined in the Contribution Agreement). From the date of this Agreement, until the Effective Date, (i) the Company, through the Operating Partnership’s wholly owned subsidiary American Homes 4 Rent Management Holdings, LLC (the “ Property Manager ”), shall permit AH LLC to utilize the Transferred Intellectual Property, subject to (a) with respect to trademarks, trade names, and domain names included

among the Transferred Intellectual Property, the monitoring of quality of goods and services offered by AH LLC thereunder, and (b) with respect to licensed intellectual property owned by third parties and included among the Transferred Intellectual Property, obtaining any and all consents that may be required to sublicense such third party intellectual property to AH LLC, and (ii) Property Manager shall provide to AH LLC services related to the Transferred intellectual Property’s maintenance and use, and AH LLC shall pay the Property Manager, in consideration for such use and services, a monthly fee of $100,000, payable on the last business day of each calendar month, with the first payment calculated on a pro rata basis determined by the number of days in the month elapsed from the date of this Agreement through the last day of such month.

Section 6. Promoted Interests in Investment Vehicles .

Notwithstanding the provisions of Section 4 of the Original Agreement, the Company shall receive 100% of the Promoted Interests (if any) in any Investment Vehicle sponsored or formed by the Company on or after the date of this Agreement, and the documentation for any such Investment Vehicle shall reflect this Agreement.

Section 7. Additional Activities .

Except as set forth in this Section 7 , nothing in this Agreement shall prevent AH LLC or any of its Affiliates, officers, directors, employees or personnel, from engaging in businesses other than the business of acquiring, renovating, leasing and operating single-family homes as rental properties without the approval of the Board of Directors of the Company. In addition, nothing in this Agreement shall prevent AH LLC or any of its Affiliates, officers, directors, employees or personnel, from rendering services of any kind to any Person other than the Company and its Subsidiaries; provided, however, neither AH LLC nor its Affilitates shall render advisory or property management services for others investing in any type of business relating to investment in, ownership of or rental of single-family homes.

Section 8. Term .

This Agreement shall remain in effect unless and until it is terminated pursuant to Section 9 or Section 10 of this Agreement.

Section 9. Termination by AH LLC .

(a) AH LLC may terminate this Agreement effective upon 60 days’ prior written notice of termination to the Company in the event that the Company shall breach this Agreement in any material respect or otherwise be unable to perform its obligations hereunder and such breach shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period.

(b) AH LLC may terminate this Agreement in the event the Company becomes regulated as an “investment company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event.

Section 10. Termination by the Company .

The Company may terminate this Agreement effective upon 60 days’ prior written notice of termination to AH LLC in the event that AH LLC shall breach this Agreement in any material respect or otherwise be unable to perform its obligations hereunder and such breach shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period.

Section 11. Survival; Action Upon Termination .

From and after the effective date of termination of this Agreement pursuant to Section 9 or Section 10 of this Agreement, neither the Company nor AH LLC shall have any further obligations under this Agreement, provided, however, that Sections 11 and 18 shall survive the termination of this Agreement.

Section 12. Representations and Warranties .

(a) The Company hereby makes the following representations and warranties to AH LLC, all of which shall survive the execution and delivery of this Agreement:

(i) The Company is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland and is, or shall be prior to the commencement of services hereunder, qualified to do business and in good standing in Maryland. The Company has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations hereunder.

(ii) The execution, delivery, and performance of this Agreement by the Company has been duly authorized by all necessary action on the part of the Company.

(iii) This Agreement constitutes a legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as limited by Bankruptcy, insolvency, receivership and similar laws from time to time in effect and general principles of equity, including, without limitation, those relating to the availability of specific performance.

(b) AH LLC hereby makes the following representations and warranties to the Company, all of which shall survive the execution and delivery of this Agreement:

(i) AH LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is, or shall be prior to the commencement of services hereunder, qualified to do business and in good standing in Delaware. AH LLC has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations hereunder.

(ii) The execution, delivery, and performance of this Agreement by AH LLC have been duly authorized by all necessary action on the part of AH LLC.

(iii) This Agreement constitutes a legal, valid, and binding agreement of AH LLC enforceable against AH LLC in accordance with its terms, except as limited by Bankruptcy, insolvency, receivership and similar laws from time to time in effect and general principles of equity, including, without limitation, those relating to the availability of specific performance.

(c) AH LLC and AH4R Acquisitions and Renovations hereby make the following representations and warranties to the Company, all of which shall survive the execution and delivery of this Agreement:

(i) AH4R Acquisitions and Renovations is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is, or shall be prior to the commencement of services hereunder, qualified to do business and in good standing in Delaware. AH4R Acquisitions and Renovations has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations hereunder.

(ii) The execution, delivery, and performance of this Agreement by AH4R Acquisitions and Renovations have been duly authorized by all necessary action on the part of AH4R Acquisitions and Renovations.

(iii) This Agreement constitutes a legal, valid, and binding agreement of AH4R Acquisitions and Renovations enforceable against AH4R Acquisitions and Renovations in accordance with its terms, except as limited by Bankruptcy, insolvency, receivership and similar laws from time to time in effect and general principles of equity, including, without limitation, those relating to the availability of specific performance.

Section 13. Notice

(a) All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing, to the following addresses:

If to the Company, to:

American Homes 4 Rent

22917 Pacific Coast Highway, Suite 300

Malibu, California 90265

Attention: Chief Financial Officer

cc: General Counsel

Fax No.: 301-774-5333

If to AH LLC, to:

American Homes 4 Rent, LLC

22917 Pacific Coast Highway, Suite 300

Malibu, California 90265

Attention: General Counsel

Fax No.: 301-774-5333

If to AH4R Acquisitions and Renovations, to:

American Homes 4 Rent, LLC

22917 Pacific Coast Highway, Suite 300

Malibu, California 90265

Attention: General Counsel

Fax No.: 301-774-5333

(b) All notices, demands and requests to be sent to a party hereto pursuant to this Agreement shall be deemed to have been properly given or served if: (i) personally delivered, (ii) deposited for next day delivery by Federal Express, or other similar overnight courier services, addressed to such party, (iii) deposited in the United States mail, addressed to such party, prepaid and registered or certified with return receipt requested or (iv) transmitted via facsimile or other similar device to the attention of such party.

(c) All notices, demands and requests so given shall be deemed received: (i) when personally delivered, (ii) twenty-four hours after being deposited for next day delivery with an overnight courier, (iii) forty-eight hours after being deposited in the United States mail, or (iv) three hours after being transmitted via facsimile or otherwise transmitted and receipt has been confirmed.

Section 14. Binding Nature of Agreement; Successors and Assigns .

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement; provided, however, AH LLC may not assign its rights and obligations under this Agreement (whether by merger, consolidation, operation of law or otherwise) other than to a controlled Affiliate without the consent of the Board of Trustees of the Company, including a majority of the Independent Trustees.

Section 15. Entire Agreement .

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement.

Section 16. Amendments . This Agreement may be amended or modified only by an agreement in writing signed by all parties hereto.

Section 17. No Implied Waivers; Remedies .

No failure or delay on the part of any party in exercising any right, privilege, power, or remedy under this Agreement, and no course of dealing shall operate as a waiver of any such right, privilege, power or remedy; nor shall any single or partial exercise of any right, privilege, power or remedy under this Agreement preclude any other or further exercise of any such right, privilege, power or remedy or the exercise of any other right, privilege, power or remedy. No waiver shall be asserted against any party unless signed in writing by such party. The rights, privileges, powers and remedies available to the parties are cumulative and not exclusive of any other rights, privileges, powers or remedies provided by statute, at law, in equity or otherwise. Except as provided in this Agreement, no notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in any similar or other circumstances or constitute a waiver of the right of the party giving such notice or making such demand to take any other or further action in any circumstances without notice or demand.

Section 18. Specific Performance .

Each of the parties to this Agreement acknowledges and agrees that the other parties to this Agreement would be irreparably damaged in the event that any of the terms or provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Therefore, notwithstanding anything to the contrary set forth in this Agreement, each of the parties to this Agreement hereby agrees that the other party to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of any of the terms or provisions of this Agreement, and to enforce specifically the performance by such first party under this Agreement, and each party to this Agreement hereby agrees to waive the defense in any such suit that the other party to this Agreement have an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of injunction or specific performance as a remedy, and hereby agrees to waive any requirement to post any bond in connection with obtaining such relief. The equitable remedies described in this Section 18 shall be in addition to, and not in lieu of, any other remedies at law or in equity that the parties to this Agreement may elect to pursue.

Section 19. Governing Law .

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF MARYLAND. EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT THE COURTS OF THE STATE OF MARYLAND SHALL HAVE EXCLUSIVE JURISDICTION IN CONNECTION WITH ANY ACTIONS OR PROCEEDINGS ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF SAID COURTS FOR ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SAID COURTS.

Section 20. Headings .

The headings contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.

Section 21. Severability .

If any provision of the Agreement shall be held to be invalid, the remainder of the Agreement shall not be affected thereby.

Section 22. Counterparts .

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their representatives on the date first written above.


	COMPANY

Address:	AMERICAN HOMES 4 RENT a Maryland real estate investment trust
22917 Pacific Coast Highway Suite 300 Malibu, California 90265	By:	/s/ Matthew J. Hart
	Name:	Matthew J. Hart
	Title:	Chairman of the Special Committee of the Board of Trustees

	AH LLC

Address:	AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company
22917 Pacific Coast Highway Suite 300 Malibu, California 90265	By:	/s/ Sara Vogt-Lowell
	Name:	Sara Vogt-Lowell
	Title:	Senior Vice President

	AH4R ACQUISITIONS AND RENOVATIONS

Address:	AMERICAN HOMES 4 RENT ACQUISITIONS AND RENOVATIONS, LLC, a Delaware limited liability company
22917 Pacific Coast Highway Suite 300 Malibu, California 90265	By:	/s/ Sara Vogt-Lowell
	Name:	Sara Vogt-Lowell
	Title:	Senior Vice President

[Signature Page to Amended and Restated Agreement on Investment Opportunities]

Exhibit 10.17

AMERICAN HOMES 4 RENT

2012 EQUITY INCENTIVE PLAN

(AS AMENDED AND RESTATED JUNE 6, 2013)

Table of Contents


		Page
1.	PURPOSE		1
2.	DEFINITIONS		1
3.	ADMINISTRATION OF THE PLAN		6
	3.1 Committee		6
	3.1.1 Powers and Authorities		6
	3.1.2 Composition of Committee		7
	3.1.3 Other Committees		7
	3.1.4 Delegation by Committee		7
	3.2 Board		8
	3.3 Terms of Awards		8
	3.3.1 Committee Authority		8
	3.3.2 Forfeiture; Recoupment		8
	3.4 Repricing		9
	3.5 Deferral Arrangement		9
	3.6 No Liability		9
	3.7 Registration; Share Certificates		9
4.	COMMON SHARES SUBJECT TO THE PLAN		10
	4.1 Number of Common Shares Available for Awards		10
	4.2 Adjustments in Authorized Common Shares		10
	4.3 Share Usage		10
5.	EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION		11
	5.1 Effective Date		11
	5.2 Term		11
	5.3 Amendment and Termination		11
6.	AWARD ELIGIBILITY AND LIMITATIONS		11
	6.1 Eligible Grantees		11
	6.2 Limitation on Common Shares Subject to Awards and Cash Awards		11
	6.3 Stand-Alone, Additional, Tandem and Substitute Awards		12
7.	AWARD AGREEMENT		12
8.	TERMS AND CONDITIONS OF OPTIONS		12
	8.1 Option Price		12
	8.2 Vesting		13
	8.3 Term		13
	8.4 Termination of Service		13
	8.5 Limitations on Exercise of Option		13
	8.6 Method of Exercise		13
	8.7 Rights of Holders of Options		14
	8.8 Delivery of Common Shares		14
	8.9 Transferability of Options		14
	8.10 Family Transfers		14
	8.11 Limitations on Incentive Share Options		14
	8.12 Notice of Disqualifying Disposition		15
9.	TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS		15
	9.1 Right to Payment and Grant Price		15
	9.2 Other Terms		15
	9.3 Term		15
	9.4 Transferability of SARS		16
	9.5 Family Transfers		16


10.	TERMS AND CONDITIONS OF RESTRICTED SHARES, RESTRICTED SHARE UNITS AND DEFERRED SHARE UNITS	16
	10.1 Grant of Restricted Shares, Restricted Share Units and Deferred Share Units	16
	10.2 Restrictions	16
	10.3 Registration; Restricted Share Certificates	16
	10.4 Rights of Holders of Restricted Shares	17
	10.5 Rights of Holders of Restricted Share Units and Deferred Share Units	17
	10.5.1 Voting and Dividend Rights	17
	10.5.2 Creditor’s Rights	17
	10.6 Termination of Service	18
	10.7 Purchase of Restricted Shares and Common Shares Subject to Restricted Share Units and Deferred Share Units	18
	10.8 Delivery of Common Shares	18
11.	TERMS AND CONDITIONS OF UNRESTRICTED SHARE AWARDS AND OTHER AWARDS	18
	11.1 Unrestricted Share Awards	18
	11.2 Other Awards	19
	11.2.1 Other Equity-Based Awards	19
	11.2.2 LTIP Units	19
12.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES	19
	12.1 General Rule	19
	12.2 Surrender of Common Shares	19
	12.3 Cashless Exercise	20
	12.4 Other Forms of Payment	20
13.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	20
	13.1 Dividend Equivalent Rights	20
	13.2 Termination of Service	21
14.	TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS	21
	14.1 Grant of Performance-Based Awards	21
	14.2 Value of Performance-Based Awards	21
	14.3 Earning of Performance-Based Awards	21
	14.4 Form and Timing of Payment of Performance-Based Awards	21
	14.5 Performance Conditions	21
	14.6 Performance-Based Awards Granted to Designated Covered Employees	22
	14.6.1 Performance Goals Generally	22
	14.6.2 Timing For Establishing Performance Goals	22
	14.6.3 Payment of Awards; Other Terms	22
	14.6.4 Performance Measures	22
	14.6.5 Evaluation of Performance	24
	14.6.6 Adjustment of Performance-Based Compensation	24
	14.6.7 Committee Discretion	24
	14.7 Status of Awards Under Code Section 162(m)	25
15.	PARACHUTE LIMITATIONS	25
16.	REQUIREMENTS OF LAW	25
	16.1 General	25
	16.2 Rule 16b-3	26


17.	EFFECT OF CHANGES IN CAPITALIZATION	26
	17.1 Changes in Common Shares	26
	17.2 Reorganization in Which the Company Is the Surviving Entity That Does not Constitute a Change in Control	27
	17.3 Change in Control in which Awards are not Assumed	27
	17.4 Change in Control in which Awards are Assumed	28
	17.5 Adjustments	29
	17.6 No Limitations on Company	29
18.	GENERAL PROVISIONS	29
	18.1 Disclaimer of Rights	29
	18.2 Nonexclusivity of the Plan	29
	18.3 Withholding Taxes	30
	18.4 Captions	30
	18.5 Construction	30
	18.6 Other Provisions	31
	18.7 Number and Gender	31
	18.8 Severability	31
	18.9 Governing Law	31
	18.10 Code Section 409A	31

iii

AMERICAN HOMES 4 RENT

2012 EQUITY INCENTIVE PLAN

(AS AMENDED AND RESTATED JUNE 6, 2013)

1. PURPOSE

The Plan is intended to (a) provide eligible persons with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability to benefit its shareholders and other important stakeholders, including its employees and customers, and (b) provide a means of obtaining, rewarding and retaining key personnel. To this end, the Plan provides for the grant of awards of share options, share appreciation rights, restricted shares, restricted share units, deferred share units, unrestricted shares, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, LTIP units and cash bonus awards. Any of these awards may, but need not, be made as performance incentives to reward the holders of such awards for the achievement of performance goals in accordance with the terms of the Plan. Share options granted under the Plan may be nonqualified share options or incentive share options, as provided in the Plan.

2. DEFINITIONS

For purposes of interpreting the Plan documents (including the Plan and Award Agreements), the following definitions will apply:

2.1 “ Affiliate ” means any company or other entity that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.

2.2 “ Applicable Laws ” means the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders of any jurisdiction applicable to Awards granted to residents therein and (b) the rules of any Stock Exchange on which the Common Shares are listed.

2.3 “ Award ” means a grant under the Plan of an Option, a Share Appreciation Right, Restricted Shares, a Restricted Share Unit, a Deferred Share Unit, Unrestricted Shares, a Dividend Equivalent Right, a Performance Share or other Performance-Based Award, an LTIP Unit, an Other Equity-Based Award or cash.

2.4 “ Award Agreement ” means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.5 “ Award Shares ” will have the meaning set forth in Section 17.3(a)(ii) .

2.6 “ Benefit Arrangement ” will have the meaning set forth in Section 15 .

2.7 “ Board ” means the Board of Trustees of the Company.

2.8 “ Cause ” means, with respect to any Grantee, as determined by the Committee and unless otherwise provided in an applicable agreement between such Grantee and the Company or an Affiliate, (a) gross negligence or willful misconduct in connection with the performance of duties; (b) conviction of

a criminal offense (other than minor traffic offenses); or (c) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreement, if any, between such Grantee and the Company or an Affiliate. Any determination by the Committee whether an event constituting Cause has occurred will be final, binding and conclusive.

2.9 “ Change in Control ” means, with respect to an Award, unless otherwise provided in the Award Agreement between such Grantee and the Company or an Affiliate, the occurrence, in a single transaction or in a series of related transactions, of any of the following: (a) the dissolution or liquidation of the Company or upon a merger, consolidation or reorganization of the Company with one or more entities in which the Company is not the surviving entity; (b) a consummated sale of substantially all of the assets of the Company to another entity; (c) a consummated merger in which the Company is the surviving entity but after which the Company’s shareholders immediately prior to such merger cease to own their shares or other equity interest in the Company; (d) a consummated acquisition, sale or transfer of more than 50% of the Company’s outstanding equity shares by tender offer or similar transaction; or (e) any other transaction that the Board specifies constitutes a change in control, in its sole discretion. If required for compliance with Code Section 409A, in no event will a Change in Control be deemed to have occurred if the transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

2.10 “ Code ” means the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References in the Plan to any Code Section will be deemed to include, as applicable, regulations promulgated under such Code Section.

2.11 “ Committee ” means a committee of, and designated from time to time by resolution of, the Board, which will be constituted as provided in Section 3.1.2 and Section 3.1.3 (or, if no Committee has been so designated, the Board).

2.12 “ Common Shares ” means the Class A common shares of beneficial interest, par value $0.01 per share, of the Company, or any security that Common Shares may be changed into or for which Common Shares may be exchanged as provided in Section 17.1 .

2.13 “ Company ” means American Homes 4 Rent, a Maryland real estate investment trust.

2.14 “ Covered Employee ” means a Grantee who is a “covered employee” within the meaning of Code Section 162(m)(3).

2.15 “ Deferred Share Unit ” means a Restricted Share Unit, the terms of which provide for delivery of the underlying Common Shares subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section 409A.

2.16 “ Determination Date ” means the Grant Date or such other date as of which the Fair Market Value of a Common Share is required to be established for purposes of the Plan.

2.17 “ Disability ” means the inability of a Grantee to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment that is potentially permanent in character or that can be expected to last for a continuous period of not less than 12 months; provided that, with respect to rules regarding expiration of an Incentive Share Option following termination of a Grantee’s Service, Disability will mean the inability of such Grantee to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months.

2.18 “ Dividend Equivalent Right ” means a right, granted to a Grantee pursuant to Section 13 , to receive cash, Common Shares, other Awards or other property equal in value to dividends or other periodic payments paid or made with respect to a specified number of Common Shares.

2.19 Effective Date ” means November 19, 2012, the date on which the Plan was approved by the Board and the Company’s shareholder. With respect to the amended and restatement of the Plan, the Effective Date will mean June 6, 2013, the date this amended and restatement of the Plan was approved by the Board.

2.20 “ Employee ” means, as of any date of determination, an employee (including an officer) of the Company or an Affiliate.

2.21 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended.

2.22 “ Fair Market Value ” means the fair market value of a Common Share for purposes of the Plan, which will be determined as of any Determination Date as follows:

(a) If on such Determination Date the Common Shares are listed on a Stock Exchange, or are publicly traded on another established securities market (a “ Securities Market ”), the Fair Market Value of a Common Share will be the closing price of the Common Share on such Determination Date as reported on such Stock Exchange or such Securities Market ( provided that, if there is more than one such Stock Exchange or Securities Market, the Committee will designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such Determination Date, the Fair Market Value of a Common Share will be the closing price of the Common Share on the immediately preceding day on which any sale of Common Share will have been reported on such Stock Exchange or such Securities Market.

(b) If on such Determination Date the Common Shares are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a Common Share will be the value of the Common Share on such Determination Date as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

Notwithstanding this Section 2.22 or Section 18.3 , for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to Section 18.3 , the Fair Market Value will be determined by the Company using any reasonable method; provided, however , that for any Common Shares subject to an Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such shares will be the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date).

2.23 “ Family Member ” means, with respect to any Grantee as of any date of determination, (a) a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of such Grantee, (b) any person sharing such Grantee’s household (other than a tenant or employee), (c) a trust in which any one or more of the persons specified in clauses (a) and (b) above (and such Grantee) own more than 50% of the beneficial interest, (d) a

foundation in which any one or more of the persons specified in clauses (a) and (b) above (and such Grantee) control the management of assets, and (e) any other entity in which one or more of the persons specified in clauses (a) and (b) above (and such Grantee) own more than 50% of the voting interests.

2.24 “ Grant Date ” means, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves the Award, (b) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 (e.g., in the case of a new hire, the first date on which such new hire performs any Service), or (c) such subsequent date specified by the Committee in the corporate action approving the Award.

2.25 “ Grantee ” means a person who receives or holds an Award under the Plan.

2.26 “ Incentive Share Option ” means an “incentive share option” within the meaning of Code Section 422, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.27 “ LTIP Units ” means, to the extent authorized by the Partnership Agreement (as an “LTIP Unit”), a unit of the Partnership that is granted pursuant to Section 11.2.2 and is intended to constitute a “profits interest” within the meaning of the Code.

2.28 “ Nonqualified Share Option ” means an Option that is not an Incentive Share Option.

2.29 “ Option ” means an option to purchase one or more Common Shares pursuant to the Plan.

2.30 “ Option Price ” means the exercise price for each Common Share subject to an Option.

2.31 “ Other Agreement ” will have the meaning set forth in Section 15 .

2.32 “ Other Equity-Based Award ” means an Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares, other than an Option, a Share Appreciation Right, Restricted Shares, a Restricted Share Unit, a Deferred Share Unit, Unrestricted Shares, a Dividend Equivalent Right, a Performance Share or an LTIP Unit.

2.33 “ Outside Trustee ” means a member of the Board who is not an Employee.

2.34 “ Parachute Payment ” will have the meaning set forth in Section 15(a) .

2.35 “ Partnership ” means American Homes 4 Rent, L.P., a Delaware limited partnership.

2.36 “ Partnership Agreement ” means the Agreement of Limited Partnership of American Homes 4 Rent, L.P., as amended from time to time.

2.37 “ Performance-Based Award ” means an Award of an Option, a Share Appreciation Right, Restricted Shares, Restricted Share Units, Deferred Share Units, Performance Shares, an Other Equity-Based Award or cash made subject to the achievement of performance goals (as provided in Section 14 ) over a Performance Period specified by the Committee.

2.38 “ Performance-Based Compensation ” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for “qualified performance-based compensation” paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan will be construed to mean that an Award that does not satisfy the requirements for “qualified performance-based compensation” within the meaning of and pursuant to Code Section 162(m) does not constitute performance-based compensation for other purposes, including the purposes of Code Section 409A.

2.39 “ Performance Measures ” means measures as specified in Section 14.6.4 on which the performance goals under Performance-Based Awards are based and that are approved by the Company’s shareholders pursuant to, and to the extent required by, the Plan to qualify such Performance-Based Awards as Performance-Based Compensation.

2.40 “ Performance Period ” means the period of time during which the performance goals under Performance-Based Awards must be met to determine the degree of payout and/or vesting with respect to any such Performance-Based Awards.

2.41 “ Performance Shares ” means a Performance-Based Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares, made subject to the achievement of performance goals (as provided in Section 14 ) over a Performance Period of up to ten years.

2.42 “ Plan ” means this American Homes 4 Rent 2012 Equity Incentive Plan, as amended and restated June 6, 2013, as amended from time to time.

2.43 “ Restricted Period ” will have the meaning set forth in Section 10.2 .

2.44 “ Restricted Shares ” means Common Shares awarded to a Grantee pursuant to Section 10 .

2.45 “ Restricted Share Unit ” means a bookkeeping entry representing the equivalent of one Common Share awarded to a Grantee pursuant to Section 10 .

2.46 “ SAR Price ” will have the meaning set forth in Section 9.1 .

2.47 “ Securities Act ” means the Securities Act of 1933, as amended, as now in effect or as hereafter amended.

2.48 “ Service ” means service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties will not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service will have occurred for purposes of the Plan will be final, binding and conclusive. If a Service Provider’s employment or other service relationship is with an Affiliate and the applicable entity ceases to be an Affiliate, a termination of Service will be deemed to have occurred when such entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other service relationship to the Company or any other Affiliate.

2.49 “ Service Provider ” means an Employee, officer, trustee, director of the Company or an Affiliate, or any other service provider to the Company or an Affiliate (including a consultant or advisor) who is a natural person, provided such person is currently providing direct services to the Company or an Affiliate.

2.50 “ Share Appreciation Right ” or “ SAR ” means a right granted to a Grantee pursuant to Section 9 .

2.51 “ Stock Exchange ” means the New York Stock Exchange or another established national or regional stock exchange.

2.52 “ Subsidiary ” means any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of shares, membership interests or other ownership interests of any class or kind ordinarily having the power to vote for the trustees, directors, managers or other voting members of the governing body of such corporation or non-corporate entity. In addition, any other entity may be designated by the Committee as a Subsidiary, provided that (a) such entity could be considered as a subsidiary according to U.S. generally accepted accounting principles, and (b) in the case of an Award of an Option or a Share Appreciation Right, such Award would be considered to be granted in respect of “service recipient stock” under Code Section 409A.

2.53 “ Substitute Award ” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan by a business entity acquired or to be acquired by the Company or an Affiliate or with which the Company or an Affiliate has combined or will combine.

2.54 “ Ten Percent Shareholder ” means a natural person who owns more than ten percent of the total combined voting power of all classes of outstanding voting securities of the Company, the Company’s parent (if any) or any of the Company’s Subsidiaries. In determining share ownership, the attribution rules of Code Section 424(d) will be applied.

2.55 “ Unrestricted Shares ” will have the meaning set forth in Section 11 .

3. ADMINISTRATION OF THE PLAN

3.1 Committee.

3.1.1 Powers and Authorities.

The Committee will administer the Plan and will have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee will have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and will have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Committee deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations will be made by (a) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present, or (b) the unanimous consent of the members of the Committee executed in writing in accordance with the Company’s certificate of incorporation and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee will have the authority to interpret and construe all provisions of the Plan, any Award and any Award Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee will be final, binding and conclusive whether or not expressly provided for in any provision of the Plan, such Award or such Award Agreement.

In the event that the Plan, any Award or any Award Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be taken or such determination may be made by the Committee constituted in accordance with this Section 3.1 if the Board has delegated the power and authority to do so to such Committee.

Notwithstanding any provision of the Plan to the contrary, the Committee will not take any action or grant any Awards under the Plan that could cause the Company to fail to qualify as a real estate investment trust for federal income tax purposes.

3.1.2 Composition of Committee.

The Committee will be a committee composed of not fewer than two trustees of the Company designated by the Board to administer the Plan. During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, each member of the Committee will be a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, an “outside director” within the meaning of Code Section 162(m)(4)(C)(i) and, for so long as the Common Shares are listed on the New York Stock Exchange, an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual, as applicable; provided that any action taken by the Committee will be valid and effective whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 3.1.2 or otherwise provided in any charter of the Committee. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.

3.1.3 Other Committees.

The Board also may appoint one or more committees of the Board, each composed of one or more trustees of the Company who need not be Outside Trustees, which committee may administer the Plan with respect to Grantees who are not “officers” as defined in Rule 16a-1(f) under the Exchange Act or trustees of the Company, may grant Awards under the Plan to such Grantees, and may determine all terms of such Awards, subject to the requirements of Rule 16b-3 under the Exchange Act, Code Section 162(m) and, for so long as the Common Shares are listed on the New York Stock Exchange, the rules of such Stock Exchange.

3.1.4 Delegation by Committee.

To the extent permitted by Applicable Laws, the Committee may by resolution delegate some or all of its authority with respect to the Plan and Awards to the Chief Executive Officer of the Company and/or any other officer of the Company designated by the Committee, provided that the Committee may not delegate its authority hereunder (a) to make Awards to trustees of the Company, (b) to make Awards to Employees who are (i) “officers” as defined in Rule 16a-1(f) under the Exchange Act, (ii) Covered Employees or (iii) officers of the Company who are delegated authority by the Committee pursuant to this Section 3.1.4 , or (c) to interpret the Plan or any Award. Any delegation hereunder will be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan will be construed as obligating the Committee to delegate authority to any officer of the Company, and the Committee may at any time rescind the authority delegated to an officer of the Company appointed hereunder and delegate authority to one or more other officers of the Company. At all times, an officer of the Company delegated authority pursuant to this Section 3.1.4 will serve in such capacity at the pleasure of the Committee. Any action undertaken by any such officer of the Company in accordance with the Committee’s delegation of authority will have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the “Committee” will, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to each such officer.

3.2 Board.

The Board from time to time may exercise any or all of the powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 and other applicable provisions of the Plan, as the Board will determine, consistent with the Company’s certificate of incorporation and bylaws and Applicable Laws.

3.3 Terms of Awards.

3.3.1 Committee Authority.

Subject to the other terms and conditions of the Plan, the Committee will have full and final authority to:

(a) designate Grantees;

(b) determine the type or types of Awards to be made to a Grantee;

(d) establish the terms and conditions of each Award (including the Option Price of any Option or the purchase price for Restricted Shares), the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the Common Shares subject thereto, the treatment of an Award in the event of a Change in Control (subject to applicable agreements), and any terms or conditions that may be necessary to qualify Options as Incentive Share Options;

(e) prescribe the form of each Award Agreement evidencing an Award; and

(f) subject to the limitation on repricing in Section 3.4 , amend, modify or supplement the terms of any outstanding Award, which authority will include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding Awards made to eligible natural persons who are foreign nationals or are natural persons who are employed outside the United States to reflect differences in local law, tax policy, or custom, provided that, notwithstanding the foregoing, no amendment, modification or supplement of the terms of any outstanding Award will, without the consent of the Grantee thereof, impair such Grantee’s rights under such Award.

3.3.2 Forfeiture; Recoupment.

The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of Employees or clients of the Company or an Affiliate, (d) confidentiality obligation with respect to the Company or an Affiliate, (e) Company policy or procedure, (f) other agreement, or (g) any other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. The Committee may annul an outstanding Award if the Grantee is an Employee of the Company or an Affiliate and is terminated for Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between the Company or such Affiliate and the Grantee, as applicable.

Any Award granted pursuant to the Plan will be subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is, or in the future becomes, subject to (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Law, rule or regulation, or otherwise, or (b) any law, rule or regulation that imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

3.4 Repricing.

(a) During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, except in connection with a corporate transaction involving the Company (including, without limitation, any share dividend, distribution (whether in the form of cash, Common Shares, other securities or other property), share split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities or similar transaction), the Company may not, without obtaining shareholder approval: (a) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or the strike price of such outstanding SARs; (b) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an exercise price or strike price, as applicable, that is less than the exercise price or strike price, as applicable, of the original Options or SARs; (c) cancel outstanding Options or SARs with an exercise price or strike price, as applicable, above the current share price in exchange for cash or other securities; or (d) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.

(b) During any time when the Company does not have a class of equity security registered under Section 12 of the Exchange Act, the Company may, with the consent of any adversely affected Grantee: (a) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or the strike price of such outstanding SARs; (b) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an exercise price or strike price, as applicable, that is less than the exercise price or strike price, as applicable, of the original Options or SARs; (c) cancel outstanding Options or SARs with an exercise price or strike price, as applicable, above the current share price in exchange for cash or other securities; or (d) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.

3.5 Deferral Arrangement.

The Committee may permit or require the deferral of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions for converting such credits into Deferred Share Units and for restricting deferrals to comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV), provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals will be made in a manner that complies with Code Section 409A, including, if applicable, with respect to when a “separation from service” (as defined for purposes of Code Section 409A) occurs.

3.6 No Liability.

No member of the Board or the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

3.7 Registration; Share Certificates.

Notwithstanding any provision of the Plan to the contrary, the ownership of the Common Shares issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates.

4. COMMON SHARES SUBJECT TO THE PLAN

4.1 Number of Common Shares Available for Awards.

Subject to such additional Common Shares as will be available for issuance under the Plan pursuant to Section 4.2 , and subject to adjustment pursuant to Section 16 , the maximum number of Common Shares available for issuance under the Plan will be equal to 6,000,000 Common Shares; provided, however, that the total number of Common Shares available for issuance under the Plan from inception of the Plan shall decrease to 1,500,000 Common Shares unless on or prior to December 31, 2013 the Company shall have outstanding a total of at least 200,000,000 Common Shares. Such Common Shares may be authorized and unissued Common Shares or treasury Common Shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the Common Shares available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the Common Shares available for issuance under the Plan will be available for issuance pursuant to Incentive Share Options.

4.2 Adjustments in Authorized Common Shares.

In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee will have the right to cause the Company to assume awards previously granted under a compensatory plan by another business entity that is a party to such transaction and to substitute Awards under the Plan for such awards. The number of Common Shares available for issuance under the Plan pursuant to Section 4.1 will be increased by the number of Common Shares subject to any such assumed Awards and substitute Awards. Shares available for issuance under a shareholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and will not reduce the number of Common Shares otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange on which the Common Shares are listed.

4.3 Share Usage.

(a) Common Shares subject to an Award will be counted as used as of the Grant Date.

(b) Any Common Shares that are subject to Awards, including Common Shares acquired through dividend reinvestment pursuant to Section 10.4 , will be counted against the share issuance limit set forth in Section 4.1 as one Common Share for every one Common Share subject to such Award. Any Common Shares that are subject to an Award of a SAR will be counted against the share issuance limit set forth in Section 4.1 as one Common Share for every one Common Share subject to such Award regardless of the number of Common Shares actually issued to settle such SARs upon the exercise thereof. The target number of shares issuable under a Performance Share grant will be counted against the share issuance limit set forth in Section 4.1 as of the Grant Date, but such number will be adjusted to equal the actual number of shares issued upon settlement of the Performance Shares to the extent different from such target number of shares.

(c) Notwithstanding anything to the contrary in Section 4.1 , any Common Shares related to Awards under the Plan that thereafter terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares will be available again for issuance under the Plan in the same amount as such shares were counted against the limit set forth in Section 4.1 . Common Shares tendered or withheld or

subject to an Award other than an Option or SAR surrendered in connection with the purchase of Common Shares or deducted or delivered from payment of an Award other than an Option or SAR in connection with the Company’s tax withholding obligations as provided in Section 18.3 will be available again for issuance under the Plan in the same amount as such shares were counted against the limit set forth in Section 4.1 .

(d) The number of Common Shares available for issuance under the Plan will not be increased by the number of Common Shares (i) tendered or withheld or subject to an Award surrendered in connection with the purchase of Common Shares upon exercise of an Option as provided in Section 12.2 , (ii) deducted or delivered from payment of an Award of an Option or SAR in connection with the Company’s tax withholding obligations as provided in Section 18.3 or (iii) purchased by the Company with proceeds from Option exercises.

5. EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION

5.1 Effective Date.

The Plan will be effective as of the Effective Date.

5.2 Term.

The Plan will terminate automatically ten years after the Effective Date and may be terminated on any earlier date as provided in Section 5.3 .

5.3 Amendment and Termination.

The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any Common Shares as to which Awards have not been made. The effectiveness of any amendment to the Plan will be contingent on approval of such amendment by the Company’s shareholders to the extent provided by the Board or required by Applicable Laws (including the rules of any Stock Exchange on which the Common Shares are then listed), provided that no amendment will be made to the no-repricing provisions of Section 3.4 or the Option pricing provisions of Section 8.1 without the approval of the Company’s shareholders. No amendment, suspension or termination of the Plan will impair rights or obligations under any outstanding Award made under the Plan without the Grantee’s consent.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1 Eligible Grantees.

Subject to this Section 6 , Awards may be made under the Plan to (i) any Service Provider, as the Committee will determine and designate from time to time and (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.

6.2 Limitation on Common Shares Subject to Awards and Cash Awards.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act and provided that the Company is subject to Code Section 162(m):

(a) the maximum number of Common Shares subject to Options or SARs that may be granted under the Plan in a calendar year to any person eligible for an Award under Section 6 is 750,000 Common Shares;

(b) the maximum number of Common Shares that may be granted under the Plan other than pursuant to Options or SARs in a calendar year to any person eligible for an Award under Section 6 is 750,000 Common Shares; and

(c) the maximum amount that may be paid as a cash-settled Performance-Based Award for a Performance Period of 12 months or less to any person eligible for an Award under Section 6 will be $5 million and the maximum amount that may be paid as a cash-settled Performance-Based Award for a Performance Period of greater than 12 months to any person eligible for an Award under Section 6 will be $7.5 million.

The limitations in this Section 6.2 are subject to adjustment as provided in Section 17 .

6.3 Stand-Alone, Additional, Tandem and Substitute Awards.

Subject to Section 3.4 , Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee will require the surrender of such other Award or award under such other plan in consideration for the grant of such substitute or exchange Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1 , but subject to Section 3.4 , the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than 100% of the Fair Market Value of a Common Share on the original Grant Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Share Option and consistent with Code Section 409A for any other Option or SAR.

7. AWARD AGREEMENT

Each Award granted pursuant to the Plan will be evidenced by an Award Agreement, which will be in such form or forms as the Committee will from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions, but will be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of an Option will specify whether the Option is intended to be a Nonqualified Share Option or an Incentive Share Option, and, in the absence of such specification, the Option will be deemed to constitute Nonqualified Share Options.

8. TERMS AND CONDITIONS OF OPTIONS

8.1 Option Price.

The Option Price of each Option will be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option will be at least the Fair Market Value of one Common Share on the Grant Date; provided that in the event that a Grantee is a Ten Percent Shareholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Share Option will be not less than 110% of the Fair Market Value of one Common Share on the Grant Date. In no case will the Option Price of any Option be less than the par value of a Common Share.

8.2 Vesting.

Subject to Sections 8.3 and 17.3 , each Option granted under the Plan will become exercisable at such times and under such conditions as will be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee or otherwise in writing, provided that no Option will be granted to persons who are entitled to overtime under Applicable Laws, that will vest or be exercisable within a six-month period starting on the Grant Date.

8.3 Term.

Each Option granted under the Plan will terminate, and all rights to purchase Common Shares thereunder will cease, upon the expiration of ten years from the Grant Date of such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option; provided that in the event that the Grantee is a Ten Percent Shareholder, an Option granted to such Grantee that is intended to be an Incentive Share Option will not be exercisable after the expiration of five years from its Grant Date; and provided further, that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any Option granted to a Grantee who is a foreign national or is a natural person who is employed outside the United States, such Option may terminate, and all rights to purchase Common Shares thereunder may cease, upon the expiration of such period longer than ten years from the Grant Date of such Option as the Committee will determine. If on the day preceding the date on which a Grantee’s Options would otherwise terminate, the Fair Market Value of Common Shares underlying a Grantee’s Options is greater than the Option Price for such Options, the Company will, prior to the termination of such Options and without any action being taken on the part of the Grantee, consider such Options to have been exercised by the Grantee. The Company will deduct from the Common Shares deliverable to the Grantee upon such exercise the number of Common Shares necessary to satisfy payment of the Option Price and all withholding obligations.

8.4 Termination of Service.

Each Award Agreement with respect to the grant of an Option will set forth the extent to which the Grantee thereof, if at all, will have the right to exercise such Option following termination of such Grantee’s Service. Such provisions will be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

8.5 Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Section 17 that results in the termination of such Option.

8.6 Method of Exercise.

Subject to the terms of Section 12 and Section 18.3 , an Option that is exercisable may be exercised by the Grantee’s delivery to the Company or its designee or agent a notice of exercise on any business day, at the Company’s principal office or the office of such designee or agent, on the form specified by the Company and in accordance with any additional procedures specified by the Committee. The notice of exercise will specify the number of Common Shares with respect to which such Option is being

exercised and will be accompanied by payment in full of the Option Price of the Common Shares for which such Option is being exercised plus the amount (if any) of federal and/or other taxes that the Company may, in its discretion, be required to withhold with respect to the exercise of such Option.

8.7 Rights of Holders of Options.

Unless otherwise stated in the applicable Award Agreement, a Grantee or other person holding or exercising an Option will have none of the rights of a shareholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the Common Shares subject to such Option, to direct the voting of the Common Shares subject to such Option, or to receive notice of any meeting of the Company’s shareholders) until the Common Shares subject thereto are fully paid and issued to such Grantee or other person. Except as provided in Section 17 , no adjustment will be made for dividends, distributions or other rights with respect to any Common Shares subject to an Option for which the record date is prior to the date of issuance of such Common Shares.

8.8 Delivery of Common Shares.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee will be entitled to receive such evidence of such Grantee’s ownership of the Common Shares subject to such Option as will be consistent with Section 3.7 .

8.9 Transferability of Options.

Except as provided in Section 8.10 , during the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such Option. Except as provided in Section 8.10 , no Option will be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

8.10 Family Transfers.

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option that is not an Incentive Share Option to any Family Member. For the purpose of this Section 8.10 , a transfer “not for value” is a transfer that is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 8.10 , any such Option will continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer, and the Common Shares acquired pursuant to such Option will be subject to the same restrictions with respect to transfers of such Common Shares as would have applied to the Grantee thereof. Subsequent transfers of transferred Options will be prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The provisions of Section 8.4 relating to termination of Service will continue to be applied with respect to the original Grantee of the Option, following which such Option will be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4 .

8.11 Limitations on Incentive Share Options.

An Option will constitute an Incentive Share Option only (a) if the Grantee of such Option is an Employee of the Company or any corporate Subsidiary, (b) to the extent specifically provided in the related Award Agreement and (c) to the extent that the aggregate Fair Market Value (determined at the

time such Option is granted) of the Common Shares with respect to which all Incentive Share Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed $100,000. Except to the extent provided in the regulations under Code Section 422, this limitation will be applied by taking Options into account in the order in which they were granted.

8.12 Notice of Disqualifying Disposition.

If any Grantee makes any disposition of Common Shares issued pursuant to the exercise of an Incentive Share Option under the circumstances provided in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee will notify the Company of such disposition within ten days thereof.

9. TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

9.1 Right to Payment and Grant Price.

A SAR will confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the difference between (a) the Fair Market Value of one Common Share on the date of exercise and (b) the per share strike price of such SAR (the “ SAR Price ”) as determined by the Committee. The Award Agreement for a SAR will specify the SAR Price, which will be no less than the Fair Market Value of one Common Share on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one Common Share on the Grant Date of such SAR.

9.2 Other Terms.

The Committee will determine, on the Grant Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future Service requirements), the time or times at which SARs will cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Common Shares will be delivered or deemed to be delivered to Grantees, whether or not a SAR will be granted in tandem or in combination with any other Award, and any and all other terms and conditions of any SAR.

9.3 Term.

Each SAR granted under the Plan will terminate, and all rights thereunder will cease, upon the expiration of ten years from the Grant Date of such SAR or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such SAR. If on the day preceding the date on which a Grantee’s SAR would otherwise terminate, the Fair Market Value of Common Shares underlying a Grantee’s SAR is greater than the SAR Exercise Price, the Company will, prior to the termination of such SAR and without any action being taken on the part of the Grantee, consider such SAR to have been exercised by the Grantee.

9.4 Transferability of SARS.

Except as provided in Section 9.5 , during the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such SAR. Except as provided in Section 9.5 , no SAR will be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

9.5 Family Transfers.

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this Section 9.5 , a transfer “not for value” is a transfer that is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 9.5 , any such SAR will continue to be subject to the same terms and conditions as were in effect immediately prior to such transfer, and Common Shares acquired pursuant to a SAR will be subject to the same restrictions on transfers of such Common Shares as would have applied to the Grantee or such SAR. Subsequent transfers of transferred SARs will be prohibited except to Family Members of the original Grantee in accordance with this Section 9.5 or by will or the laws of descent and distribution.

10. TERMS AND CONDITIONS OF RESTRICTED SHARES, RESTRICTED SHARE UNITS AND DEFERRED SHARE UNITS

10.1 Grant of Restricted Shares, Restricted Share Units and Deferred Share Units.

Awards of Restricted Shares, Restricted Share Units and Deferred Share Units may be made for consideration or for no consideration, other than the par value of the Common Shares, which will be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate.

10.2 Restrictions.

At the time a grant of Restricted Shares, Restricted Share Units or Deferred Share Units is made, the Committee may, in its sole discretion, (a) establish a period of time (a “ Restricted Period ”) applicable to such Restricted Shares, Restricted Share Units or Deferred Share Units and (b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the achievement of corporate or individual performance goals, which may be applicable to all or any portion of such Award of Restricted Shares, Restricted Share Units or Deferred Share Units as provided in Section 14 . Awards of Restricted Shares, Restricted Share Units and Deferred Share Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Awards.

10.3 Registration; Restricted Share Certificates.

Pursuant to Section 3.7 , to the extent that ownership of Restricted Shares is evidenced by a book-entry registration or direct registration (including transaction advices), such registration will be notated to evidence the restrictions imposed on such Award of Restricted Shares under the Plan and the applicable Award Agreement. Subject to Section 3.7 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Shares have been granted, share certificates representing the total number of Restricted Shares granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Shares. The Committee may provide in an Award Agreement with respect to an Award of Restricted Shares that either (a) the Secretary of the Company will hold such share certificates for such Grantee’s benefit until such time as such Restricted Shares are

forfeited to the Company or the restrictions applicable thereto lapse and such Grantee will deliver a share power to the Company with respect to each share certificate, or (b) such share certificates will be delivered to such Grantee, provided that such share certificates will bear legends that comply with applicable securities laws and regulations and make appropriate reference to the restrictions imposed on such Award of Restricted Shares under the Plan and such Award Agreement.

10.4 Rights of Holders of Restricted Shares.

Unless the Committee otherwise provides in an Award Agreement, holders of Restricted Shares will have the right to vote such Restricted Shares and the right to receive any dividends declared or paid with respect to such Restricted Shares. The Committee may provide that any dividends paid on Restricted Shares must be reinvested in Common Shares, which may or may not be subject to the same vesting conditions and restrictions as the vesting conditions and restrictions applicable to such Restricted Shares. Dividends paid on Restricted Shares that vest or are earned based upon the achievement of performance goals will not vest unless such performance goals for such Restricted Shares are achieved, and if such performance goals are not achieved, the Grantee of such Restricted Shares will promptly forfeit and repay to the Company such dividend payments. All share distributions, if any, received by a Grantee with respect to Restricted Shares as a result of any share split, share dividend, combination of shares, or other similar transaction will be subject to the vesting conditions and restrictions applicable to such Restricted Shares.

10.5 Rights of Holders of Restricted Share Units and Deferred Share Units.

10.5.1 Voting and Dividend Rights.

Holders of Restricted Share Units and Deferred Share Units will have no rights as shareholders of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the Common Shares subject to such Restricted Share Units and Deferred Share Units, to direct the voting of the Common Shares subject to such Restricted Share Units and Deferred Share Units, or to receive notice of any meeting of the Company’s shareholders). The Committee may provide in an Award Agreement evidencing a grant of Restricted Share Units or Deferred Share Units that the holder of such Restricted Share Units or Deferred Share Units will be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Common Shares, a cash payment for each such Restricted Share Unit or Deferred Share Unit that is equal to the per-share dividend paid on such Common Shares. Dividends paid on Restricted Share Units and Deferred Share Units that vest or are earned based upon the achievement of performance goals will not vest unless such performance goals for such Restricted Share Units or Deferred Share Units are achieved, and if such performance goals are not achieved, the Grantee of such Restricted Share Units or Deferred Share Units will promptly forfeit and repay to the Company such dividend payments. Such Award Agreement also may provide that such cash payment will be deemed reinvested in additional Restricted Share Units or Deferred Share Units at a price per unit equal to the Fair Market Value of a Common Share on the date on which such cash dividend is paid. Such cash payments paid in connection with Restricted Share Units or Deferred Share Units that vest or are earned based upon the achievement of performance goals will not vest unless such performance goals for such Restricted Share Units or Deferred Share Units are achieved, and if such performance goals are not achieved, the Grantee of such Restricted Share Units or Deferred Share Units will promptly forfeit and repay to the Company such cash payments.

10.5.2 Creditor’s Rights.

A holder of Restricted Share Units or Deferred Share Units will have no rights other than those of a general unsecured creditor of the Company. Restricted Share Units and Deferred Share Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award Agreement.

10.6 Termination of Service.

Unless the Committee otherwise provides in an Award Agreement, in another agreement with the Grantee or otherwise in writing after such Award Agreement is entered into, but prior to termination of Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Shares, Restricted Share Units or Deferred Share Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, will immediately be deemed forfeited. Upon forfeiture of such Restricted Shares, Restricted Share Units or Deferred Share Units, the Grantee thereof will have no further rights with respect thereto, including any right to vote such Restricted Shares or any right to receive dividends with respect to such Restricted Shares, Restricted Share Units or Deferred Share Units.

10.7 Purchase of Restricted Shares and Common Shares Subject to Restricted Share Units and Deferred Share Units.

The Grantee of an Award of Restricted Shares, vested Restricted Share Units or vested Deferred Share Units will be required, to the extent required by Applicable Laws, to purchase such Restricted Share or the Common Shares subject to such vested Restricted Share Units or Deferred Share Units from the Company at a purchase price equal to the greater of (x) the aggregate par value of the Common Shares represented by such Restricted Shares or such vested Restricted Share Units or Deferred Share Units or (y) the purchase price, if any, specified in the Award Agreement relating to such Restricted Shares or such vested Restricted Share Units or Deferred Share Units. Such purchase price will be payable in a form provided in Section 12 or, in the sole discretion of the Committee, in consideration for Service rendered or to be rendered to the Company or an Affiliate.

10.8 Delivery of Common Shares.

Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, including but not limited to any delayed delivery period, the restrictions applicable to Restricted Shares, Restricted Share Units or Deferred Share Units settled in Common Shares will lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or a share certificate evidencing ownership of such Common Shares will, consistent with Section 3.7 , be issued, free of all such restrictions, to the Grantee thereof or such Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, will have any further rights with regard to a Restricted Share Unit or Deferred Share Unit once the Common Shares represented by such Restricted Share Unit or Deferred Share Unit have been delivered in accordance with this Section 10.8 .

11. TERMS AND CONDITIONS OF UNRESTRICTED SHARE AWARDS AND OTHER AWARDS

11.1 Unrestricted Share Awards.

The Committee may, in its sole discretion, grant (or sell at the par value of a Common Share or at such other higher purchase price as will be determined by the Committee) an Award to any Grantee pursuant to which such Grantee may receive Common Shares free of any restrictions (“ Unrestricted Shares ”) under the Plan. Unrestricted Shares may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service, to the Company or an Affiliate or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee.

11.2 Other Awards.

11.2.1 Other Equity-Based Awards.

The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this Section 11.2.1 may be granted with vesting, value and/or payment contingent upon the achievement of one or more performance goals. The Committee will determine the terms and conditions of Other Equity-Based Awards at the Grant Date or thereafter. Unless the Committee otherwise provides in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, upon the termination of a Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, will immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof will have no further rights with respect to such Other Equity-Based Award.

11.2.2 LTIP Units.

The Committee may, in its sole discretion, grant Awards in the form of LTIP Units in such amount and subject to such terms and conditions as determined by the Committee; provided, however , that LTIP Units may be issued only to a Grantee for the performance of Services to or for the benefit of the Partnership (a) in the Grantee’s capacity as a partner of the Partnership, (b) in anticipation of the Grantee becoming a partner of the Partnership, or (c) as otherwise determined by the Committee; provided further , that the LTIP Units are intended to constitute “profits interests” within the meaning of the Code, including, to the extent applicable, Revenue Procedure 93-27, 1993-2 C.B. 343 and Revenue Procedure 2001-43, 2001-2 C.B. 191. The Committee will determine the conditions and dates upon which the LTIP Units will vest and become nonforfeitable. LTIP Units will be subject to the terms and conditions of the Partnership Agreement and such other restrictions, including restrictions on transferability, as the Committee imposes. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Holders of Class A Units (as defined in the Partnership Agreement) acquired from LTIP Units granted under the Plan, to the extent vested and permitted to pursuant to the Partnership Agreement, may elect to convert each such Class A Unit to one Common Share in accordance with the terms of the Partnership Agreement.

12. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES

12.1 General Rule.

Payment of the Option Price for the Common Shares purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Shares will be made in cash or in cash equivalents acceptable to the Company.

12.2 Surrender of Common Shares.

To the extent that the applicable Award Agreement so provides, payment of the Option Price for Common Shares purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Shares may be made all or in part through the tender or attestation to the Company of Common Shares, which will be valued, for purposes of determining the extent to which such Option Price or purchase price has been paid thereby, at their Fair Market Value on the date of such tender or attestation.

12.3 Cashless Exercise.

To the extent permitted by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for Common Shares purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Common Shares and to deliver all or part of the proceeds of such sale to the Company in payment of such Option Price and any withholding taxes described in Section 18.3 , or, with the consent of the Company, by issuing the number of Common Shares equal in value to the difference between such Option Price and the Fair Market Value of the Common Shares subject to the portion of such Option being exercised.

12.4 Other Forms of Payment.

To the extent the Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for Common Shares purchased pursuant to exercise of an Option or the purchase price, if any, for Restricted Shares may be made in any other form that is consistent with Applicable Laws, including (a) Service by the Grantee thereof to the Company or an Affiliate and (b) by withholding Common Shares that would otherwise vest or be issuable in an amount equal to the Option Price or purchase price and the required tax withholding amount.

13. TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

13.1 Dividend Equivalent Rights.

A Dividend Equivalent Right is an Award entitling the Grantee thereof to receive credits based on cash distributions that would have been paid on the Common Shares specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) if such Common Shares had been issued to and held by the recipient of such Dividend Equivalent Right as of the record date. A Dividend Equivalent Right may be granted hereunder to any Grantee, provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of an Option or a SAR. The terms and conditions of Dividend Equivalent Rights will be specified in the Award Agreement therefor. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional Common Shares, which may thereafter accrue additional Dividend Equivalent Rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment will be at the Fair Market Value thereof on the date of such reinvestment. Dividend Equivalent Rights may be settled in cash or Common Shares or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right will be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right will expire or be forfeited or annulled under the same conditions as such other Award. A Dividend Equivalent Right granted as a component of another Award also may contain terms and conditions that are different from the terms and conditions of such other Award, provided that Dividend Equivalent Rights credited pursuant to a Dividend Equivalent Right granted as a component of another Award that vests or is earned based upon the achievement of performance goals will not vest unless such performance goals for such underlying Award are achieved, and if such performance goals are not achieved, the Grantee of such Dividend Equivalent Rights will promptly forfeit and repay to the Company payments made in connection with such Dividend Equivalent Rights.

13.2 Termination of Service.

Unless the Committee otherwise provides in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights will automatically terminate upon such Grantee’s termination of Service for any reason.

14. TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS

14.1 Grant of Performance-Based Awards.

Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards to a Plan participant in such amounts and upon such terms as the Committee will determine.

14.2 Value of Performance-Based Awards.

Each grant of a Performance-Based Award will have an actual or target number of Common Shares or initial value that is established by the Committee at the time of grant. The Committee will set performance goals in its discretion that, depending on the extent to which they are achieved, will determine the value and/or number of Common Shares subject to a Performance-Based Award that will be paid out to the Grantee thereof.

14.3 Earning of Performance-Based Awards.

Subject to the terms of the Plan, in particular Section 14.6.3 , after the applicable Performance Period has ended, the Grantee of Performance-Based Awards will be entitled to receive a payout on the number of Common Shares or cash value earned under the Performance-Based Awards by such Grantee over such Performance Period.

14.4 Form and Timing of Payment of Performance-Based Awards.

Payment of earned Performance-Based Awards will be made in the manner described in the applicable Award Agreement as determined by the Committee. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance-Based Awards in the form of cash or Common Shares (or a combination thereof) equal to the value of such earned Performance-Based Awards and will pay the Awards that have been earned at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that the performance goal or goals relating thereto have been achieved; provided that, unless specifically provided in the Award Agreement for such Awards, such payment will occur no later than the 15th day of the third month following the end of the calendar year in which such Performance Period ends. Any Common Shares paid out under such Performance-Based Awards may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Performance-Based Awards will be set forth in the Award Agreement therefor.

14.5 Performance Conditions.

The right of a Grantee to exercise or receive a grant or settlement of any Performance-Based Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. If and to the extent required under Code Section 162(m), any power or authority relating to an Award intended to qualify under Code Section 162(m) will be exercised by the Committee and not by the Board.

14.6 Performance-Based Awards Granted to Designated Covered Employees.

If and to the extent that the Committee determines that a Performance-Based Award to be granted to a Grantee should constitute “qualified performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Award will be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 14.6 .

14.6.1 Performance Goals Generally.

The performance goals for Performance-Based Awards will consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 14.6 . Performance goals will be objective and will otherwise meet the requirements of Code Section 162(m), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Awards will be granted, exercised and/or settled upon achievement of any single performance goal or of two or more performance goals. Performance goals may differ for Awards granted to any one Grantee or to different Grantees.

14.6.2 Timing For Establishing Performance Goals.

Performance goals for any Performance-Based Award will be established not later than the earlier of (a) 90 days after the beginning of any Performance Period applicable to such Award, and (b) the date on which 25% of any Performance Period applicable to such Award has expired, or at such other date as may be required or permitted for compensation payable to a Covered Employee to constitute Performance-Based Compensation.

14.6.3 Payment of Awards; Other Terms.

Payment of Performance-Based Awards will be in cash, Common Shares, or other Awards, including an Award that is subject to additional Service-based vesting, as determined in the sole discretion of the Committee. The Committee may, in its sole discretion, reduce the amount of a payment otherwise to be made in connection with such Awards. The Committee will specify the circumstances in which such Performance-Based Awards will be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a Performance Period or settlement of such Awards. In the event payment of the Performance-Based Award is made in the form of another Award subject to Service-based vesting, the Committee will specify the circumstances in which the payment Award will be paid or forfeited in the event of a termination of Service.

14.6.4 Performance Measures.

The performance goals upon which the payment or vesting of a Performance-Based Award to a Covered Employee that is intended to qualify as Performance-Based Compensation may be conditioned will be limited to the following Performance Measures, with or without adjustment:

(a) net earnings or net income;

(b) operating earnings or operating income;

(d) earnings per share (basic or diluted);

(e) share price, including growth measures and total shareholder return;

(f) earnings before interest and taxes;

(g) earnings before or after interest, taxes, depreciation, and/or amortization;

(h) earnings before or after interest, taxes, depreciation, and/or amortization as adjusted to exclude any one or more of the following: equity-based compensation expense; income from discontinued operations; gain on cancellation of debt; debt extinguishment and related costs; restructuring, separation and/or integration charges and costs; impairment charges; gain or loss related to investments; sales and use tax settlement; gain on non-monetary transaction; or other extraordinary or special items or book value per share (which may exclude nonrecurring items);

(i) sales or revenue, revenue growth or rate of revenue growth, whether in general, by type of product or service, or by type of customer;

(j) gross or operating profit or margin;

(k) return measures, including return on assets, return on invested capital, return on investment, return on equity, return on sales or return on revenue;

(l) cash flow (before or after dividends), including: operating cash flow; free cash flow (defined as earnings before interest, taxes, depreciation and/or amortization, as adjusted to exclude any one or more of the items that may be excluded pursuant to the Performance Measure specified in Section 14.6.4(h) less capital expenditures); levered free cash flow (defined as free cash flow less interest expense); cash flow return on equity; cash flow return on investment (discounted or otherwise); cash flow in excess of cost of capital; or cash flow per share (before or after dividends);

(m) productivity measures, consisting of one or more objective goals based on meeting specified expense targets, market share, rental income, move-in activity, or occupancy levels;

(n) financial ratios as provided in credit agreements of the Company and its Subsidiaries;

(o) working capital targets;

(p) funds from operation (FFO);

(q) funds available for distribution (FAD);

(r) intrinsic business value;

(s) implementation or completion of critical or strategic projects, acquisitions, divestitures or processes;

(t) economic value created;

(u) operational efficiency measures, including the ratio of earnings to fixed charges or cost targets, reductions or savings;

(v) strategic business criteria, consisting of one or more objective goals based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, litigation supervision and information technology objectives; or

(w) any combination of any of the foregoing performance measures.

Performance under any of the foregoing Performance Measures (a) may be used to measure the performance of (i) the Company and its Subsidiaries and other Affiliates as a whole, (ii) the Company, any Subsidiary, and/or any other Affiliate or any combination thereof, or (iii) any one or more business units of the Company, any Subsidiary, and/or any other Affiliate, as the Committee, in its sole discretion, deems appropriate and (b) may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Committee for such comparison, as the Committee, in its sole discretion, deems appropriate. In addition, the Committee, in its sole discretion, may select performance under the Performance Measure specified in Section 14.6.4(e) above for comparison to performance under one or more stock market indices designated or approved by the Committee. The Committee also will have the authority to provide for accelerated vesting of any Performance-Based Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Section 14 .

14.6.5 Evaluation of Performance.

The Committee may provide in any Performance-Based Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) asset write-downs; (b) litigation or claims, judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) any reorganization or restructuring events or programs; (e) extraordinary, non-core, non-operating or non-recurring items; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees that are intended to qualify as Performance-Based Compensation, such inclusions or exclusions will be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

14.6.6 Adjustment of Performance-Based Compensation.

The Committee will have the sole discretion to adjust Awards that are intended to qualify as Performance-Based Compensation, either on a formula or discretionary basis, or on any combination thereof, as the Committee determines consistent with the requirements of Code Section 162(m) for deductibility.

14.6.7 Committee Discretion.

In the event that Applicable Laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee will have sole discretion to make such changes without obtaining shareholder approval, provided that the exercise of such discretion will not be inconsistent with the requirements of Code Section 162(m). In addition, in the event that the Committee determines that it is advisable to grant Awards that will not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 14.6.4 .

14.7 Status of Awards Under Code Section 162(m).

It is the intent of the Company that Performance-Based Awards under Section 14.6 granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Code Section 162(m) and the regulations promulgated thereunder will, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m). Accordingly, the terms of Section 14.6 , including the definitions of Covered Employee and other terms used therein, will be interpreted in a manner consistent with Code Section 162(m). If any provision of the Plan or any agreement relating to any such Performance-Based Award does not comply or is inconsistent with the requirements of Code Section 162(m), such provision will be construed or deemed amended to the extent necessary to conform to such requirements.

15. PARACHUTE LIMITATIONS

If any Grantee is a “disqualified individual,” as defined in Code Section 280G(c), then, notwithstanding any other provision of the Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by such Grantee with the Company or an Affiliate, except an agreement, contract, or understanding that expressly addresses Code Section 280G or Code Section 4999 (an “ Other Agreement ”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “ Benefit Arrangement ”), any right of the Grantee to any exercise, vesting, payment, or benefit under the Plan will be reduced or eliminated:

(a) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment, or benefit to the Grantee under the Plan to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) as then in effect (a “ Parachute Payment ”); and

(b) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.

The Company will accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance-Based Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Shares, Restricted Share Units or Deferred Share Units, then by reducing or eliminating any other remaining Parachute Payments.

16. REQUIREMENTS OF LAW

16.1 General.

The Company will not be required to offer, sell or issue any Common Shares under any Award, whether pursuant to the exercise of an Option or SAR or otherwise, if the offer, sale or issuance of such Common Shares would constitute a violation by the Grantee, the Company or an Affiliate, or any other person, of any provision of Applicable Laws, including any federal or state securities laws or regulations. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of any Common Shares subject to an Award upon any securities exchange or under any governmental

regulatory body is necessary or desirable as a condition of, or in connection with, the offering, issuance, sale or purchase of Common Shares in connection with any Award, no Common Shares may be offered, issued or sold to the Grantee or any other person under such Award, whether pursuant to the exercise of an Option or SAR or otherwise, unless such listing, registration or qualification will have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby will in no way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in Common Shares or the delivery of any Common Shares underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the Common Shares subject to such Award, the Company will not be required to offer, sell or issue such Common Shares unless the Committee will have received evidence satisfactory to it that the Grantee or any other person exercising such Option or SAR or accepting delivery of such shares may acquire such Common Shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee will be final, binding, and conclusive. The Company may register, but will in no event be obligated to register, any Common Shares or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Company will not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of Common Shares or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in Common Shares will not be exercisable until the Common Shares subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

16.2 Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of such Rule 16b-3, such provision or action will be deemed inoperative with respect to such Awards to the extent permitted by Applicable Laws and deemed advisable by the Committee, and will not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself of the benefits of, the revised exemption or its replacement.

17. EFFECT OF CHANGES IN CAPITALIZATION

17.1 Changes in Common Shares.

If the number of outstanding Common Shares is increased or decreased or the Common Shares are changed into or exchanged for a different number of shares or kind of equity shares or other securities of the Company on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of shares, exchange of shares, share dividend or other distribution payable in equity shares, or other increase or decrease in Common Shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of equity shares for which grants of Options and other Awards may be made under the Plan, including the share limits set forth in Section 6.2 , will be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of equity shares for which Awards are outstanding will be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event will, to the extent practicable, be the same as immediately before such event. Any such adjustment in

outstanding Options or SARs will not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but will include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company will not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to Section 3.1.2 will, in such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind of Common Shares subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding SARs as required to reflect such distribution.

17.2 Reorganization in Which the Company Is the Surviving Entity That Does not Constitute a Change in Control.

Subject to Section 17.3 , if the Company will be the surviving entity in any reorganization, merger or consolidation of the Company with one or more other entities that does not constitute a Change in Control, any Option or SAR theretofore granted pursuant to the Plan will pertain to and apply to the securities to which a holder of the number of Common Shares subject to such Option or SAR would have been entitled immediately following such reorganization, merger or consolidation, with a corresponding proportionate adjustment of the per share Option Price or SAR Price so that the aggregate Option Price or SAR Price thereafter will be the same as the aggregate Option Price or SAR Price of the Common Shares remaining subject to the Option or SAR as in effect immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement or in another agreement with the Grantee, or otherwise set forth in writing, any restrictions applicable to such Award will apply as well to any replacement shares received by the Grantee as a result of such reorganization, merger or consolidation. In the event of any reorganization, merger or consolidation of the Company referred to in this Section 17.2 , Performance-Based Awards will be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the securities that a holder of the number of Common Shares subject to the Performance-Based Awards would have been entitled to receive immediately following such reorganization, merger or consolidation.

17.3 Change in Control in which Awards are not Assumed.

Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units, Dividend Equivalent Rights or Other Equity-Based Awards are not being assumed or continued, the following provisions will apply to such Award, to the extent not assumed or continued:

(a) in each case with the exception of Performance-Based Awards, all outstanding Restricted Shares will be deemed to have vested, all Restricted Share Units and Deferred Share Units will be deemed to have vested and the Common Shares subject thereto will be delivered, and all Dividend Equivalent Rights will be deemed to have vested and the Common Shares subject thereto will be delivered, immediately prior to the occurrence of such Change in Control, and either of the following two actions will be taken:

(i) 15 days prior to the scheduled consummation of such Change in Control, all Options and SARs outstanding hereunder will become immediately exercisable and will remain exercisable for a period of 15 days, which exercise will be effective upon such consummation; or

(ii) the Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Committee acting in good faith), in the case of Restricted Shares, Restricted Share Units, Deferred Share Units and Dividend Equivalent Rights (for Common Shares subject thereto), equal to the formula or fixed price per share paid to holders of Common Shares pursuant to such Change in Control and, in the case of Options or SARs, equal to the product of the number of Common Shares subject to such Options or SARs (the “ Award Shares ”) multiplied by the amount, if any, by which (x) the formula or fixed price per share paid to holders of Common Shares pursuant to such transaction exceeds (y) the Option Price or SAR Price applicable to such Award Shares.

(b) For Performance-Based Awards, if less than half of the Performance Period has lapsed, such Awards will be treated as though target performance has been achieved immediately prior to the occurrence of the Change in Control. If at least half the Performance Period has lapsed, actual performance to date will be determined as of a date reasonably proximal to the date of consummation of the Change in Control as determined by the Committee in its sole discretion, and that level of performance thus determined will be treated as achieved immediately prior to occurrence of the Change in Control. For purposes of the preceding sentence, if, based on the discretion of the Committee, actual performance is not determinable, the Awards will be treated as though target performance has been achieved. After application of this Section 17.3(b) , if any Awards arise from application of this Section 17 , such Awards will be settled under the applicable provision of Section 17.3(a) .

With respect to the Company’s establishment of an exercise window, (A) any exercise of an Option or SAR during the 15-day period referred to above will be conditioned upon the consummation of the applicable Change in Control and will be effective only immediately before the consummation thereof, and (B) upon consummation of any Change in Control, the Plan and all outstanding but unexercised Options and SARs will terminate. The Committee will send notice of an event that will result in such a termination to all natural persons and entities who hold Options and SARs not later than the time at which the Company gives notice thereof to its shareholders.

17.4 Change in Control in which Awards are Assumed.

Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units, Dividend Equivalent Rights or Other Equity-Based Awards are being assumed or continued, the following provisions will apply to such Award, to the extent assumed or continued:

The Plan and the Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units, Dividend Equivalent Rights and Other Equity-Based Awards granted under the Plan will continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of such Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units, Dividend Equivalent Rights and Other Equity-Based Awards, or for the substitution for such Options, SARs, Restricted Shares, Restricted Share Units, Deferred Share Units, Dividend Equivalent Rights and Other Equity-Based Awards of new common share options, share appreciation rights, restricted share, common restricted share units, common deferred share units, dividend equivalent rights and other equity-based awards relating to the equity of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments

as to the number of shares (disregarding any consideration that is not common shares) and option and share appreciation rights exercise prices. In the event an Award is assumed, continued or substituted upon the consummation of any Change in Control and the employment of such Grantee with the Company or an Affiliate is terminated without Cause within two years following the consummation of such Change in Control, such Award will be fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for such longer period as the Committee will determine.

17.5 Adjustments

Adjustments under this Section 17 related to Common Shares or other securities of the Company will be made by the Committee, whose determination in that respect will be final, binding and conclusive. No fractional shares or other securities will be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment will be eliminated in each case by rounding downward to the nearest whole share. The Committee may provide in the applicable Award Agreement at the time of grant, in another agreement with the Grantee, or otherwise in writing at any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those provided in Sections 17.1, 17.2, 17.3 and 17.4 . This Section 17 will not limit the Committee’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of a change in control event involving the Company that is not a Change in Control.

17.6 No Limitations on Company.

The making of Awards pursuant to the Plan will not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or engage in any other transaction or activity.

18. GENERAL PROVISIONS

18.1 Disclaimer of Rights.

No provision in the Plan or in any Award or Award Agreement will be construed to confer upon any individual the right to remain in the employ or Service of the Company or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Company an Affiliate either to increase or decrease the compensation or other payments to any natural person or entity at any time, or to terminate any employment or other relationship between any natural person or entity and the Company or an Affiliate. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan will be affected by any change of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan will be interpreted as a contractual obligation to pay only those amounts provided herein, in the manner and under the conditions prescribed herein. The Plan and Awards will in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

18.2 Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval will be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable.

18.3 Withholding Taxes.

The Company or an Affiliate, as the case may be, will have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any Common Shares upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse, or exercise, the Grantee will pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a same-day sale of Common Shares subject to an Award, the Grantee will pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by causing the Company or an Affiliate to withhold Common Shares otherwise issuable to the Grantee or (b) by delivering to the Company or an Affiliate Common Shares already owned by the Grantee. The Common Shares so withheld or delivered will have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the Common Shares used to satisfy such withholding obligation will be determined by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy such Grantee’s withholding obligation only with Common Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of Common Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, or lapse of restrictions applicable to any Award or payment of Common Shares pursuant to such Award, as applicable, may not exceed such number of Common Shares having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions, or payment of Common Shares. Notwithstanding Section 2.22 or this Section 18.3 , for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to this Section 18.3 , for any Common Shares subject to an Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such shares will be the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date), so long as such Grantee has provided the Company, or its designee or agent, with advance written notice of such sale. In such case, the percentage of Common Shares withheld will equal the applicable minimum withholding rate.

18.4 Captions.

The use of captions in the Plan or any Award Agreement is for convenience of reference only and will not affect the meaning of any provision of the Plan or such Award Agreement.

18.5 Construction.

Unless the context otherwise requires, all references in the Plan to “including” will mean “including without limitation.”

18.6 Other Provisions.

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

18.7 Number and Gender.

With respect to words used in the Plan, the singular form will include the plural form and the masculine gender will include the feminine gender, as the context requires.

18.8 Severability.

If any provision of the Plan or any Award Agreement will be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof will be severable and enforceable in accordance with their terms, and all provisions will remain enforceable in any other jurisdiction.

18.9 Governing Law.

The validity and construction of the Plan and the instruments evidencing the Awards hereunder will be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

18.10 Code Section 409A.

The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be in compliance with Code Section 409A. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Code Section 409A will not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six-month period immediately following the Grantee’s termination of “separation from service” (as defined for purposes of Code Section 409A) will instead be paid on the first payroll date after the six-month anniversary of the Grantee’s separation from service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither the Company, any Affiliate nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under Section 409A of the Code and neither the Company, any Affiliate nor the Committee will have any liability to any Grantee for such tax or penalty.

* * *

To record adoption of the amended and restated Plan by the Board as of June 6, 2013, the Company has caused its authorized officer to execute the Plan.


AMERICAN HOMES 4 RENT

By:		/s/ David P. Singelyn
		David P. Singelyn

Title:		Chief Executive Officer

Exhibit 10.18

AMERICAN HOMES 4 RENT

2012 EQUITY INCENTIVE PLAN

NONQUALIFIED SHARE OPTION AGREEMENT

American Homes 4 Rent, a Maryland real estate investment trust (the “ Company ”), hereby grants a nonqualified share option to purchase the number of Class A common shares of beneficial interest, par value $0.01 per share (the “ Common Shares ”), to the Grantee named below (the “ Option ”). Additional terms and conditions of the grant are set forth on this cover sheet and in the attached Nonqualified Share Option Agreement (together, the “ Agreement ”), and in the Company’s 2012 Equity Incentive Plan (as amended from time to time, the “ Plan ”).

Grantee Name: _______________________________________

Grant Date: __________________________________________

Number of Common Shares: _____________________________

Option Price per Common Share: $ . (Must be at least 100% of Fair Market Value on the Grant Date)

Vesting Start Date: ____________________________________

Vesting Schedule: 25% of the Common Shares (rounded down to the nearest whole share, except for the last vesting installment) underlying the Option vest on each anniversary of the Vesting Start Date over a period of four years beginning on the Vesting Start Date, subject to the Grantee’s continued Service through each vesting date.

Expiration Date: ____________________ (Ten years from the Grant Date)

By your signature below, you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this or Agreement should appear to be inconsistent with the Plan.


Grantee:		Date:
	(Signature)
Company:		Date:
	(Signature)
Title:

Attachment

This is not a share certificate or a negotiable instrument .

AMERICAN HOMES 4 RENT

2012 EQUITY INCENTIVE PLAN

NONQUALIFIED SHARE OPTION AGREEMENT



Nonqualified Share Option		The Agreement evidences the grant of an Option exercisable for the number of Common Shares set forth on the cover sheet of this Agreement and subject to the vesting and other terms and conditions set forth in the Agreement and in the Plan. The Option is not intended to be an incentive share option under Section 422 of the Code and will be interpreted accordingly.

Vesting		The Option will vest in accordance with the Vesting Schedule set forth on the Cover Sheet, subject to your continued Service through each vesting date. Notwithstanding the Vesting Schedule set forth on the Cover Sheet, if your Service is terminated because of your death, your Option will become 100% vested upon your termination of Service.

Change in Control		Notwithstanding the Vesting Schedule set forth on the Cover Sheet, your Option will accelerate as provided in Section 17.3 and 17.4 of the Plan in the event of a Change in Control. For purposes of this Agreement, “Change in Control” will have the same meaning as defined in the Plan; provided, however , that in no event will a Change in Control be deemed to have occurred under Section 17.3 or 17.4 of the Plan if the Company is merged or consolidated with an Applicable Entity, even if the Company’s shareholders hold less than 50% of the combined voting power of the voting securities of the Company in the surviving entity.

Expiration of Option		In all events, the Option will expire on the Expiration Date set forth on the cover sheet of this Agreement. Except as otherwise explicitly provided in Section 17.4 of the Plan with respect to Options that are assumed, continued or substituted upon the consummation of a Change in Control, the Option will expire earlier if your Service terminates, as described below. Termination Other than for Cause or due to Death or Disability . If your Service is terminated for any reason other than Cause, death or Disability, you may exercise the vested portion of the Option, but only within the time period ending on the date that is three months after the termination of your Service. Termination due to Death or Disability . If your Service terminates because of your death or Disability, or if you die during the three-month period after the termination of your Service for any reason (other than Cause), you may exercise the vested portion of your Option, but only within the time period ending on the date that is 12 months after the termination of your Service. Termination for Cause . If your Service is terminated for Cause, the Option (including vested and unvested portions) will immediately terminate and no longer be exercisable.


Leaves of Absence		For purposes of the Option, your Service does not terminate when you go on a bona fide employee leave of absence that the Company approves in writing if the terms of the leave provided for continued Service crediting or when continued Service crediting is required by Applicable Law or contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment. The Company, in its sole discretion, determines which leave counts for this purposes and when your Service terminates for all purposes under the Plan.

Notice of Exercise		The Option may be exercised, in whole or in part, to purchase a whole number of vested Common Shares of not less than 100 shares, unless the number of vested Common Shares purchased is the total number available for purchase under the Option, by following the procedures described in the Plan and in the Agreement. When you wish to exercise the Option, you must exercise in the manner required or permitted by the Company. If someone other than you exercises the Option after your death, then that person must submit documentation reasonably acceptable to the Company verifying that the person has the legal authority to exercise the Option.

Form of Payment		When you exercise the Option, you must include payment of the Option Price indicated on the cover sheet of this Agreement for the Common Shares that you are purchasing. Payment may be made in one (or a combination) of the following forms: (i) Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company. (ii) Common Shares that you already own and that you surrender to the Company. The value of the Common Shares, determined in the date of exercise of the Option, will be applied to the Option Price. (iii) To the extent a public market exists for the Common Shares, as determined by the Company, delivery (on a form prescribed or accepted by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell the Common Shares subject to the Option and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes.

Evidence of Issuance		The issuance of the Common Shares upon exercise of the Option will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, registration or issuance of one or more share certificates.

Withholding		You will not be allowed to exercise the Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Common Shares acquired under exercise of the Option. If the Company determines that any tax or withholding payment is required relating to the exercise or sale of Common Shares purchased upon exercise of the Option under Applicable Laws, the Company will have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Applicable Entity. Subject to the Company’s prior approval, which may be withheld by the Company in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the Company to withhold


		Common Shares otherwise issuable to your or by delivering to the Company Common Shares you already own. The Common Shares so delivered or withheld must have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by Applicable Law and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

Transfer of Option		Except as provided in this section, during your lifetime, only you (or in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option, and the Option may not be assigned or transferred by you, other than by designation of beneficiary, will or the laws of descent and distribution. You may transfer all or part of the Option, “not for value” (as defined below) to any Family Member, provided that you provide prior written notice to the Company, in a form satisfactory to the Company, of such transfer. For purposes of this section, a “not for value” transfer is a transfer that is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights, or (iii) a transfer to an entity in which more than 50% of the voting interests are owned by you or your Family Members in exchange for an interest in such entity. Subsequent transfers of the transferred Option are prohibited except to your Family Members in accordance with this section or by will or the laws of descent and distribution. In the event of your termination of Service, the Agreement will continue to be applied with respect to you, following which the Option will be exercisable by the transferee only to the extent, and for the periods specified in the Agreement.

Market Stand-off Agreement		In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any Common Shares without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters (not to exceed 180 days in length).

Retention Rights		The Agreement and the grant of the Option do not give you the right to be retained by the Company or any Applicable Entity in any capacity. Unless otherwise specified in any employment or other written agreement between you the Company or any Applicable Entity, the Company and the Applicable Entity reserve the right to terminate your Service at any time and for any reason.

Shareholder Rights		You, or your estate or heirs, have no rights as a shareholder of the Company until the Common Shares have been issued upon exercise of the Option and either a certificate evidencing the Common Shares has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued or the appropriate book entry is made, except as described in the Plan. The Option will be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event that the Company is subject to such corporate activity.


Applicable Law		The validity and construction of the Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive laws of any other jurisdiction.

The Plan		The text of the Plan is incorporated into the Agreement. *Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan* . The Agreement and the Plan constitute the entire understanding between you and the company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement or any other written agreement between you and the Company or any Applicable Entity, as applicable, will superseded the Agreement with respect to its subject matter.

Data Privacy		To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in the Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting the Option, you give explicit consent to the Company to process any such personal data.

Tax Consequences		You agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, any Applicable Entity or any of the employees, officers, trustees or directors of the Company or any Applicable Entity related to tax liabilities arising from the Option or your other compensation. In particular, you acknowledge that the Option is exempt from Section 409A of the Code only if the Option Price per Common Share set forth on the cover sheet of this Agreement is at least equal to the “fair market value” per Common Share on the Date of Grant and there is no other impermissible deferral of compensation associated with the Option. Because the Common Shares are not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, any Applicable Entity or any of the employees, officers, trustees or directors of the Company or any Applicable Entity in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service.

By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Exhibit 10.19

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is entered into as of , 2012, by and among American Homes 4 Rent, a Maryland real estate investment trust (the “ Company ” or the “ Indemnitor ”), and [ ] (the “ Indemnitee ”).

WHEREAS , the Indemnitee is a member of the Board of Trustees of the Company and in such capacity is performing a valuable service for the Company;

WHEREAS , Maryland law permits the Company to enter into contracts with its officers or members of its Board of Trustees with respect to indemnification of, and advancement of expenses to, such persons;

WHEREAS, the Articles of Amendment and Restatement of the Declaration of Trust of the Company (the “ Declaration of Trust ”) provide that the Company shall indemnify and advance expenses to its trustees and officers to the maximum extent permitted by Maryland law in effect from time to time;

WHEREAS , the Amended and Restated Bylaws of the Company (the “ Bylaws ”) provide that each trustee and officer of the Company shall be indemnified by the Company to the maximum extent permitted by Maryland law in effect from time to time and shall be entitled to advancement of expenses consistent with Maryland law; and

WHEREAS , to induce the Indemnitee to provide services to the Company as a member of the Board of Trustees, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Declaration of Trust or the Bylaws, or any acquisition transaction relating to the Company, the Indemnitor desires to provide the Indemnitee with protection against personal liability as set forth herein.

NOW, THEREFORE , in consideration of the premises and the covenants contained herein, the Indemnitor and the Indemnitee hereby agree as follows:

1.	DEFINITIONS

For purposes of this Agreement:

(A)

“ Change in Control ” shall have the definition set forth in the American Homes 4 Rent 2012 Equity Incentive Plan.

(B)

“ Corporate Status ” describes the status of a person who is or was a trustee or officer of the Company or is or was serving at the request of the Company as a director, officer, partner (limited or general), member, employee or agent of any other foreign or domestic corporation, partnership, joint venture, limited liability company, trust, other enterprise (whether conducted for profit or not for profit) or employee benefit plan. The Company shall be deemed to have requested the

Indemnitee to serve an employee benefit plan where the performance of the Indemnitee’s duties to the Company also imposes or imposed duties on, or otherwise involves or involved services by, the Indemnitee to the plan or participants or beneficiaries of the plan.

(C)

“ Expenses ” shall include all attorneys’ and paralegals’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(D)

“ Proceeding ” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any formal or informal internal investigation to which the Indemnitee is made a party by reason of the Corporate Status of the Indemnitee), administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to enforce such Indemnitee’s rights under this Agreement.

(E)

“ Special Legal Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

2.	INDEMNIFICATION

The Indemnitee shall be entitled to the rights of indemnification provided in this paragraph 2 and under applicable law, the Declaration of Trust, the Bylaws, any other agreement, a vote of shareholders or resolution of the Board of Trustees or otherwise if, by reason of such Indemnitee’s Corporate Status, such Indemnitee is, or is threatened to be made, a party to any threatened, pending, or contemplated Proceeding, including a Proceeding by or in the right of the Company. Unless prohibited by paragraph 13 hereof and subject to the other provisions of this Agreement, the Indemnitee shall be indemnified hereunder, to the maximum extent permitted by Maryland law in effect from time to time, against judgments, penalties, fines and settlements and reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with such Proceeding or any claim, issue or matter therein; provided, however, that if such Proceeding was initiated by or in the right of the Company, indemnification may not be made in respect of such Proceeding if the Indemnitee shall have been finally adjudged to be liable to the Company. For purposes of this paragraph 2, excise taxes assessed on the Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.

3.	INDEMNIFICATION FOR EXPENSES IN CERTAIN CIRCUMSTANCES

(A)

Without limiting the effect of any other provision of this Agreement (including the Indemnitee’s rights to indemnification under paragraph 2 and advancement of expenses under paragraph 4), without regard to whether the Indemnitee is entitled to indemnification under paragraph 2 and without regard to the provisions of paragraph 6 hereof, to the extent that the Indemnitee is successful, on the merits or otherwise, in any Proceeding to which the Indemnitee is a party by reason of such Indemnitee’s Corporate Status, such Indemnitee shall be indemnified against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection therewith.

(B)

If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Indemnitor shall indemnify the Indemnitee against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter.

(C)

For purposes of this paragraph 3 and without limitation, the termination of any claim, issue or matter in such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

4.	ADVANCEMENT OF EXPENSES

Notwithstanding anything in this Agreement to the contrary, but subject to paragraph 13 hereof, if the Indemnitee is or was or becomes a party to or is otherwise involved in any Proceeding (including as a witness), or is or was threatened to be made a party to or a participant (including as a witness) in any such Proceeding, by reason of the Indemnitee’s Corporate Status, or by reason of (or arising in part out of) any actual or alleged event or occurrence related to the Indemnitee’s Corporate Status, or by reason of any actual or alleged act or omission on the part of the Indemnitee taken or omitted in or relating to the Indemnitee’s Corporate Status, then the Indemnitor shall advance all reasonable Expenses incurred by the Indemnitee in connection with any such Proceeding within twenty (20) days after the receipt by the Indemnitor of a statement from the Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding; provided that, such statement shall reasonably evidence the Expenses incurred or to be incurred by the Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Indemnitor as authorized by this Agreement has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amounts advanced if it should ultimately be determined that the standard of conduct has not been met. The undertaking required by clause (ii) of the immediately preceding sentence shall be an unlimited general obligation of the Indemnitee but need not be secured and may be accepted without reference to financial ability to make the repayment.

5.	WITNESS EXPENSES

Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness for any reason in any Proceeding to which such Indemnitee is not a named defendant or respondent, such Indemnitee shall be indemnified by the Indemnitor against all Expenses actually incurred by or on behalf of such Indemnitee in connection therewith.

6.	DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION

(A)

To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitor a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

(B)

Indemnification under this Agreement may not be made unless authorized for a specific Proceeding after a determination has been made in accordance with this paragraph 6(B) that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the following standard of conduct: the Indemnitor shall indemnify the Indemnitee in accordance with the provisions of paragraph 2 hereof, unless it is established that: (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Upon receipt by the Indemnitor of the Indemnitee’s written request for indemnification pursuant to paragraph 6(A), a determination as to whether the applicable standard of conduct has been met shall be made within the period specified in paragraph 6(E): (i) if a Change in Control shall have occurred, by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the Indemnitee (the Indemnitee shall give prompt written notice to the Indemnitor advising the Indemnitor of the identity of the Special Legal Counsel so selected); or (ii) if a Change in Control shall not have occurred, (A) by the Board of Trustees by a majority vote of a quorum consisting of trustees not, at the time, parties to the Proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board of Trustees consisting solely of two or more trustees not, at the time, parties to such Proceeding and who were duly designated to act in the matter by a majority vote of the full Board of Trustees in which the designated trustees who are parties may participate, (B) if the requisite quorum of the full Board of Trustees cannot be obtained therefor and the committee cannot be established (or, even if such quorum is obtainable or such committee can be established, if such quorum or committee so directs), by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, with Special Legal Counsel selected by the Board of Trustees or a committee of the Board of Trustees by vote as set forth in clause (ii)(A) of this paragraph 6(B) (or, if the requisite quorum of the full Board of Trustees cannot be

obtained therefor and the committee cannot be established, by a majority of the full Board of Trustees in which trustees who are parties to the Proceeding may participate) (if the Indemnitor selects Special Legal Counsel to make the determination under this clause (ii), the Indemnitor shall give prompt written notice to the Indemnitee advising him or her of the identity of the Special Legal Counsel so selected) or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by Special Legal Counsel under clause (ii)(B) above, authorization of indemnification and determination as to reasonableness of Expenses shall be made in the manner specified under clause (ii)(B) above for the selection of such Special Legal Counsel.

(C)

The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Indemnitor (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Indemnitor hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

(D)

In the event the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) hereof, the Indemnitee, or the Indemnitor, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Indemnitor or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Special Legal Counsel so selected does not meet the requirements of “Special Legal Counsel” as defined in paragraph 1 of this Agreement. If such written objection is made, the Special Legal Counsel so selected may not serve as Special Legal Counsel until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Special Legal Counsel shall have been selected or, if selected, shall have been objected to, either the Indemnitor or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Indemnitor or the Indemnitee to the other’s selection of Special Legal Counsel and/or for the appointment as Special Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as

Special Legal Counsel under paragraph 6(B) hereof. The Indemnitor shall pay all reasonable fees and expenses of Special Legal Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection of such Special Legal Counsel pursuant to this paragraph 6(D). In the event that a determination of entitlement to indemnification is to be made by Special Legal Counsel and such determination shall not have been made and delivered in a written opinion within ninety (90) days after the receipt by the Indemnitor of the Indemnitee’s request in accordance with paragraph 6(A), upon the due commencement of any judicial proceeding in accordance with paragraph 8(A) of this Agreement, Special Legal Counsel shall be discharged and relieved of any further responsibility in such capacity.

(E)

If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within forty-five (45) days after receipt by the Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 45-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 6(E) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within fifteen (15) days after receipt by the Indemnitor of the request for such determination the Board of Trustees resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) of this Agreement.

7.	PRESUMPTIONS

(A)

In making a determination with respect to entitlement or authorization of indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Indemnitor shall have the burden of proof to overcome such presumption.

(B)

The termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

8.	REMEDIES

(A)

In the event that: (i) a determination is made in accordance with the provisions of paragraph 6 that the Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment of indemnification due the Indemnitee under this Agreement is not timely made, the Indemnitee shall be entitled to an adjudication in an appropriate court of competent jurisdiction of such Indemnitee’s entitlement to such indemnification or advancement of Expenses.

(B)

In the event that a determination shall have been made pursuant to paragraph 6 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this paragraph 8 shall be conducted in all respects as a de novo trial on the merits. The fact that a determination had been made earlier pursuant to paragraph 6 of this Agreement that the Indemnitee was not entitled to indemnification shall not be taken into account in any judicial proceeding commenced pursuant to this paragraph 8 and the Indemnitee shall not be prejudiced in any way by reason of that adverse determination. In any judicial proceeding commenced pursuant to this paragraph 8, the Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(C)

If a determination shall have been made or deemed to have been made pursuant to this Agreement that the Indemnitee is entitled to indemnification, the Indemnitor shall be bound by such determination in any judicial proceeding commenced pursuant to this paragraph 8, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(D)

The Indemnitor shall be precluded from asserting in any judicial proceeding commenced pursuant to this paragraph 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Indemnitor is bound by all the provisions of this Agreement.

(E)

In the event that the Indemnitee, pursuant to this paragraph 8, seeks a judicial adjudication of such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if successful on the merits or otherwise as to all or less than all claims, issues or matters in such judicial adjudication, the Indemnitee shall be entitled to recover from the Indemnitor, and shall be indemnified by the Indemnitor against, any and all reasonable Expenses actually incurred by such Indemnitee in connection with each successfully resolved claim, issue or matter.

9.	NOTIFICATION AND DEFENSE OF CLAIMS

The Indemnitee agrees promptly to notify the Indemnitor in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability that the Indemnitor may have to Indemnitee under this Agreement unless the Indemnitor is materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitor of the commencement thereof:

(A)

The Indemnitor will be entitled to participate therein at its own expense.

(B)

Except as otherwise provided below, the Indemnitor will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitor to Indemnitee of the Indemnitor’s election to assume the defense thereof, the Indemnitor will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitor of the Indemnitor’s assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by the Indemnitee has been authorized by the Indemnitor, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitor could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitor shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitor. The Indemnitor shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitor, or as to which the Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against the Indemnitee of the type referred to in clause (c) above.

(C)

The Indemnitor shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitor’s written consent. The Indemnitor shall not settle any action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Indemnitor nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.

10.	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION

(A)

The rights of indemnification and to receive advancement of reasonable Expenses as provided by this Agreement shall not be deemed exclusive of any other rights

to which the Indemnitee may at any time be entitled under applicable law, the Declaration of Trust, the Bylaws, any other agreement, a vote of shareholders, a resolution of the Board of Trustees or otherwise, except that any payments otherwise required to be made by the Indemnitor hereunder shall be offset by any and all amounts received by the Indemnitee from any other indemnitor or under one or more liability insurance policies maintained by an indemnitor or otherwise and shall not be duplicative of any other payments received by an Indemnitee from the Indemnitor in respect of the matter giving rise to the indemnity hereunder; provided, however, that if indemnification rights are provided by an Additional Indemnitor as defined in Section 18(B) hereof, such Section shall govern. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee prior to such amendment, alteration or repeal.

(B)

To the extent that the Company maintains an insurance policy or policies providing liability insurance for trustees and officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available and upon any Change in Control the Company shall use commercially reasonable efforts to obtain or arrange for continuation and/or “tail” coverage for the Indemnitee to the maximum extent obtainable at such time.

(C)

Except as otherwise provided in Section 18(B) hereof, in the event of any payment under this Agreement, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnitor to bring suit to enforce such rights.

(D)

Except as otherwise provided in Section 18(B) hereof, the Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.

11.	CONTINUATION OF INDEMNITY

(A)

All agreements and obligations of the Indemnitor contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of Trustees of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee’s Corporate Status and during the period of statute of limitations for any act or omission occurring during the Indemnitee’s term of Corporate Status. This Agreement shall be binding upon the Indemnitor and its respective successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee’s heirs, executors and administrators.

(B)

The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

12.	SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or unenforceable.

13.	EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES

Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to (i) any Proceeding initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof, or (ii) any Proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute.

14.	NOTICE TO THE COMPANY SHAREHOLDERS

Any indemnification of, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the shareholders of the Company with the notice of the next Company shareholders’ meeting or prior to the meeting.

15.	HEADINGS

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

16.	MODIFICATION AND WAIVER

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17.	NOTICES

All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand or by a nationally recognized overnight delivery service and received by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:

If to the Indemnitee, to the address set forth in the records of the Company.

If to the Indemnitor, to:

American Homes 4 Rent

22917 Pacific Coast Highway

Suite 300

Malibu, CA 90265

Attention: Chief Executive Officer

or to such other address as may have been furnished to the Indemnitee by the Indemnitor or to the Indemnitor by the Indemnitee, as the case may be.

18.	[ CONTRIBUTION

(A)

To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, penalties, fines and settlements and reasonable expenses actually incurred by or on behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its trustees, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

(B)

The Company acknowledges and agrees that as between the Company and any other entity that has provided indemnification rights in respect of Indemnitee’s service as a trustee of the Company at the request of such entity (an “Additional Indemnitor”), the Company shall be primarily liable to Indemnitee as set forth in this Agreement for any indemnification claim (including, without limitation, any

claim for advancement of Expenses) by Indemnitee in respect of any Proceeding for which Indemnitee is entitled to indemnification hereunder. In the event the Additional Indemnitor is liable to any extent to Indemnitee by virtue of indemnification rights provided by the Additional Indemnitor to Indemnitee in respect of Indemnitee’s service on the Board at the request of the Additional Investor and Indemnitee is also entitled to indemnification under this Agreement (including, without limitation, for advancement of Expenses) as a result of any Proceeding, the Company shall pay, in the first instance, the entire amount of any indemnification claim (including, without limitation, any claim for advancement of Expenses) brought by the Indemnitee against the Company under this Agreement (including, without limitation, any claim for advancement of Expenses) without requiring the Additional Indemnitor to contribute to such payment and the Company hereby waives and relinquishes any right of contribution, subrogation or any other right of recovery of any kind it may have against the Additional Indemnitor in respect thereof. The Company further agrees that no advancement or payment by the Additional Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Additional Indemnitor shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.]

19.	GOVERNING LAW

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without application of the conflict of laws principles thereof.

20.	NO ASSIGNMENTS

The Indemnitee may not assign its rights or delegate obligations under this Agreement without the prior written consent of the Indemnitor. Any assignment or delegation in violation of this paragraph 20 shall be null and void.

21.	NO THIRD PARTY RIGHTS

Except for the rights of an Additional Indemnitor under paragraph 18(B) hereof: (a), nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; and (b) this Agreement and all of its provisions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.

22.	COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute an agreement binding on all of the parties hereto.

[Signature page follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.


AMERICAN HOMES 4 RENT

By:
Name:		David P. Singelyn
Title:		Chief Executive Officer

INDEMNITEE:

By:
Name:

Signature Page to Indemnification Agreement

Exhibit 21.1

American Homes 4 Rent is the General Partner of American Homes 4 Rent, L.P.

Below is a list of the wholly-owned subsidiaries of American Homes 4 Rent, L.P.:

American Homes 4 Rent Management Holdings, LLC, and its subsidiaries are:

AH4R Management – AZ, LLC

AH4R Management – CO, LLC

AH4R Management – FL, LLC

AH4R Management – GA, LLC

AH4R Management – IL, LLC

AH4R Management – IN, LLC

AH4R Management – KY, LLC

AH4R Management – NC, LLC

AH4R Management – NM, LLC

AH4R Management – OH, LLC

AH4R Management – OR, LLC

AH4R Management – SC, LLC

AH4R Management – TN, LLC

AH4R Management – TX, LLC

AH4R Management – UT, LLC

AH4R Management – WA, LLC

AH4R Management – WI, LLC

American Homes 4 Rent Management, LLC

American Homes 4 Rent Properties One, LLC

American Homes 4 Rent Properties Two, LLC

American Homes 4 Rent Properties Three, LLC

American Homes 4 Rent Properties Four, LLC

American Homes 4 Rent Properties Five, LLC

American Homes 4 Rent Properties Six, LLC

American Homes 4 Rent Advisor, LLC

American Homes 4 Rent TRS, LLC

10.

AH4R Properties, LLC, and its subsidiaries are:

AH4R - AZ, LLC

AH4R - AZ 2, LLC

Ah4R - AZ 3, LLC

AH4R - AZ 4, LLC

AH4R - AZ 7, LLC

AH4R - AZ 11, LLC

SSI - AZ, LLC

AH4R - CO, LLC

AH4R - CO3, LLC

AH4R - FL, LLC

AH4R - FL 2, LLC

AH4R - FL 3, LLC

AH4R FL 4, LLC

AH4R - FL 11, LLC

AH4R - GA, LLC

AH4R - GA 2, LLC

AH4R - GA 3, LLC

AH4R - GA 4, LLC

AH4R - GA 5, LLC

AH4R - GA 11, LLC

AH4R - IL, LLC

AH4R - IL 2, LLC

AH4R - IL 4, LLC

Ah4R - IL 11, LLC

AH4R - IN, LLC

AH4R - IN 11, LLC

aa.

AH4R - NC, LLC

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AH4R - NC 2, LLC

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AH4R - NC 3, LLC

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AH4R - NC 11, LLC

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AH4R - NV, LLC

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AH4R - NV2, LLC

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AH4R - NV 3, LLC

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AH4R - NV 4, LLC

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AH4R - NV 11, LLC

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SSI - NV, LLC

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AH4R - OH, LLC

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AH4R - OH 3, LLC

mm.

AH4R - OH 11, LLC

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AH4R - TN 3, LLC

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AH4R - TN 11, LLC

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AH4R - TX, LLC

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AH4R - TX 2, LLC

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AH4R - TX 3, LLC

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AH4R - TX 11, LLC

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AH4R - UT, LLC

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AH4R - WA, LLC

11.

American Homes 4 Rent I, LLC, and its subsidiaries are:

AH4R I AZ, LLC

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AH4R I CA, LLC

AH4R I CO, LLC

AH4R I FL, LLC

AH4R I FL Orlando, LLC

AH4R I GA, LLC

AH4R I IL, LLC

AH4R I IN, LLC

AH4R I NC, LLC

AH4R I NV, LLC

AH4R I OH, LLC

AH4R I OK, LLC

AH4R I TN, LLC

AH4R I TX DFW, LLC

AH4R I TX, LLC

AH4R I UT, LLC

AH4R I WA, LLC

12.

RJ American Homes 4 Rent Investments, LLC, and its subsidiaries are:

RJ American Homes 4 Rent One, LLC

RJ American Homes 4 Rent Two, LLC

Page 3 of 3

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

American Homes 4 Rent

Malibu, California

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated April 12, 2013, relating to the consolidated financial statements and schedule of American Homes 4 Rent; our report dated May 28, 2013, relating to the combined financial statements of American Homes 4 Rent Advisor, LLC and American Homes 4 Rent Management Holdings, LLC; and our report dated June 4, 2013, relating to the statements of revenues and certain expenses of the Alaska Portfolio, which are contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

Los Angeles, California

June 25, 2013

Exhibit 99.1

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INDUSTRY OVERVIEW AND MARKET OPPORTUNITY

Industry Overview

The following chart provides information about the inventory of U.S. housing as of May 2013 by unit.

U.S. Housing Inventory

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Source: JBREC, May 2013.

Market Opportunity

While a large and growing asset class, single-family rental properties have historically been managed by relatively small-scale, “mom and pop” owner-operators or by a limited number of local and regional property management organizations. More recently, the ownership profile of single-family rental properties has shifted to larger investors and national owner-operators, including American Homes 4 Rent, seeking to efficiently acquire large numbers of homes at distressed values, generate attractive rental cash flow streams and benefit from any potential home price appreciation.

adjusted CoreLogic/Case-Shiller Composite 20 Home Price Index from its peak on July 1, 2006 to its trough on March 1, 2012). While prices have begun to recover, with a 5% recovery of the 30% peak to trough correction nationally per JBREC’s Burns Home Value Index, we believe that a substantial number of non-performing loans will need to be resolved over the next five years, including through foreclosure, short sale or conversion through a bank deed-for-lease program. As a result, we believe there may be the opportunity for experienced and well-capitalized operators to acquire large volumes of single-family rental homes at attractive pricing.

Supply of Single-Family Housing

Non-Performing Single-Family Residential Mortgage Loans

(as of March 2013)

(Total Non-Performing Loans: 4.2 million)

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Source: MBA Mortgage Bankers Association — 1st Quarter 2013 National Delinquency Survey.

The chart below illustrates the increase in the level of delinquency to relatively high levels. According to Mortgage Bankers Association data, a total of 4.7 million single-family residential mortgage loans are currently non-performing.

U.S. Single-Family Residential Mortgage Delinquency and Foreclosure Units

(Q4 1990 – Q1 2013)

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Source: MBA Mortgage Bankers Association — 1 ^st Quarter 2013 National Delinquency Survey.

Note : 2013 is as of Q1 2013.

Investors have been purchasing homes at prices below replacement cost to repair and rent. However, replacement costs have been rising, with larger increases in labor and materials costs since the fourth quarter of 2012 driven by increased new home construction. JBREC’s proprietary monthly surveys of homebuilders across the country demonstrates that labor and materials costs increased by 2.7% on average nationally during the fourth quarter of 2012, followed by an average 4.6% increase in the first quarter of 2013.

Rental Market Demand Overview

Single-Family and Multi-Family Rental Occupancy and Rental Rate

(as of December 31, 2011, most recent)

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Source: U.S. Census Bureau, 2005-2011 American Community Surveys

Single-Family Rental Demand

Within the broader rental market, the single-family rental segment has continued to grow its relative market share compared to other types of rental housing.

Relative Size of the Single-Family Rental Market

(as of December 31, 2011, most recent)

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Source: U.S. Census Bureau, 2005-2011 American Community Survey

Two of the primary factors driving the increase in demand for single-family rental properties are constraints on home mortgage financing and the displacement of homeowners.

Constraints on Home Mortgage Financing.

Displaced Owners Forced to Rent

converted to renters, many of whom prefer to live in a single-family unit, which has characteristics and amenities similar to their former homes, as opposed to an apartment. Families renting single-family homes may be able to keep their children enrolled in the schools they are accustomed to, and in proximity to friends and sports or recreational programs. In addition, single-family homes are frequently located in stable neighborhoods, and include private yards for children and pets to play safely.

National Homeownership Rate

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Source: U.S. Census Bureau

Single-Family Home Prices

There has been an over-correction in housing prices in certain housing markets, which has led to home prices being significantly below replacement cost in many of these markets. As the economy slowly strengthens and the housing market returns to long-term pricing norms, or reverts to mean pricing levels, we believe there is the potential for home price appreciation. The chart below illustrates the magnitude of the decrease in home prices in American Homes 4 Rent’s top eight markets and the subsequent rebound, which remains significantly below the peak.

Changes in Burns Home Value Index ⁽¹⁾

(December 31, 2002 to March 31, 2013)

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Source: JBREC, April 2013.

(1)	Peak occurred during either 2006 or 2007 for all markets. Trough occurred during 2011 or 2012 for most markets, but Houston bottomed in December 2008. Burns Home Value Index estimates all home values in a market, not just recent transactions.

About this Market Study

This market study was prepared in May 2013 in connection with this offering by John Burns Real Estate Consulting, LLC (“JBREC”). Founded in 2001, JBREC is an independent research provider and consulting firm focused on the housing industry. The market study contains forward-looking statements which are subject to uncertainty.

The estimates, forecasts and projections prepared by JBREC are based upon numerous assumptions and may not prove to be accurate. This market study contains estimates, forecasts and projections that were prepared by JBREC, a real estate consulting firm. The estimates, forecasts and projections relate to, among other things, home value indices, payroll employment growth, median household income, housing permits and household formation. No assurance can be given that these estimates are, or that the forecasts and projections will prove to be, accurate. These estimates, forecasts and projections are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of JBREC. No assurance can be given regarding the accuracy or appropriateness of the assumptions and judgments made, or the methodologies used, by JBREC. The application of alternative assumptions, judgments or methodologies could result in materially less favorable estimates, forecasts and projections than those contained in this market study. Other real estate experts have different views regarding these forecasts and projections that may be more positive or negative, including in terms of the timing, magnitude and direction of future changes.

The forecasts and projections are forward-looking statements and involve risks and uncertainties that may cause actual results to be materially different from the projections. JBREC has made these forecasts and projections based on studying the historical and current performance of the residential housing market and applying JBREC’s qualitative knowledge about the residential housing market. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical, subject to changing consumer and market psychology, geo-political events and governmental policies related to mortgage regulations and interest rates. There will usually be differences between projected and actual outcomes, because events and circumstances frequently do not occur as expected, and the differences may be material. Accordingly, the forecasts and projections included in this market study might not occur or might occur to a different extent or at a different time. For the foregoing reasons, JBREC cannot provide any assurance that the estimates, forecasts and projection, including third-party data, contained in this market study are accurate, actual outcomes may vary significantly from those contained or implied by the forecasts and projections, and you should not place undue reliance on these estimates, forecasts and projections. See “Risk Factors — Risks Related to the Real Estate Industry — The estimates, forecasts and projections relating to our markets prepared by JBREC are based upon numerous assumptions and may not prove to be accurate.”

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Atlanta-Sandy Springs-Marietta, Georgia MSA: “Atlanta”

Atlanta Economic Overview


Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Atlanta, with 35,500 jobs added in the 12 months ended December 31, 2011 and 43,900 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 183,500 jobs between 2008 and 2010. In the 12 months ended February 2013, Atlanta has added 57,800 jobs for 2.5% growth compared to 1.6% growth nationally. The unemployment rate declined from 10.2% in 2010 to 8.7% in 2012 and 8.3% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Atlanta to grow by an average of 48,800 jobs annually from 2013 through 2015, or annual growth of 2.1%. In comparison, JBREC forecasts annual employment growth nationally of 1.6% through 2015.


Median Household Income. After decreasing in 2009 and 2010, the median household income in Atlanta has picked up, experiencing a 0.6% and 1.2% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Atlanta will increase to $59,659 by 2015, which is a 2.1% average annual increase, compared to a forecast of 1.7% nationally during the same period.

Atlanta Housing Market Overview

We believe that there remains opportunity in the Atlanta market to continue to acquire, restore, lease and manage single-family homes.


Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what was the trough during 2009 in Atlanta. Household growth in Atlanta has increased from lows in 2010 to an estimated 25,200 households added in 2012. JBREC forecasts that household growth will steadily increase from 33,300 new households in 2013 to 47,900 new households added in 2015. Total permits are forecasted to reach 30,000 units in 2015, a level last reached in 2007. JBREC forecasts approximately 128,100 new households will be formed in Atlanta from 2013 through 2015 compared to 70,500 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.


Homeownership Levels. The homeownership rate hovered between 66% and 68% from 2005 through 2011, but dipped in 2012 to 62%.

Burns Home Value Index. According to JBREC, home values in Atlanta dropped slightly from 2011 to the 2012 trough. The 2012 value is down 33.5% from the 2007 peak and JBREC forecasts home values will increase through 2015. The median resale price for a detached home was $101,189 as of December 31, 2012 and has risen to $106,282 as of April 2013. In addition, as of December 31, 2011, JBREC estimates that, on a per square foot basis, the median home price is 20.8% less than estimated replacement cost for a newly constructed home. Home values in the Atlanta metro area are forecasted to rise at an average annual rate of 12.4% from 2013 to 2015, according to the Burns Home Value Index.

Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Atlanta, while the vacancy rate is declining. After peaking at 16.6% in 2010, the vacancy rate has decreased to 10.8% as of March 2013 and is down from 11.8% in March 2012. The average monthly rental rate is $1,036 as of March 2013, up from $992 in March 2012.

Chicago-Joliet-Naperville, Illinois Metropolitan Division: “Chicago”

Chicago Economic Overview


Annual Employment Growth and Unemployment Rate. Employment growth is positive in Chicago, with 48,700 jobs added in the 12 months ended December 31, 2011 and 53,400 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 266,000 jobs between 2008 and 2010. In the 12 months ended February 2013, Chicago has added 55,000 jobs for 1.5% growth compared to 1.6% growth nationally. The unemployment rate declined from 10.4% in 2010 to 8.8% in 2012, but has increased to 10.3% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Chicago to grow by an average of 57,800 jobs annually from 2013 through 2015, or annual growth of 1.7%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.

Metro Economy. The Chicago economy is diversified, with concentrations in manufacturing, transportation, information technology, R&D, and green energy. This metro employs nearly 1 million employees in the business and financial services industries, and 10% of the regional economy can be attributed to manufacturing, which employs over 400,000. Median Household Income. After decreasing in 2009 and 2010, the median household income growth rate in Chicago increased 1.3% period over period the year ended December 31, 2011 and then declined -0.3% for the year ended December 31, 2012. JBREC forecasts the median income in Chicago will increase to $60,692 by 2015, which is a 1.7% average annual increase, compared to a forecast of 1.7% nationally during the same period.

Chicago Housing Market Overview

Household formations have been increasing since 2011 and permits to build new single-family and multi-family homes as of December 31, 2012 were at 7,343, down from peak activity of 43,976 permits in 2005. In the 12 months ended February 28, 2013, single-family permits increased by 36% to 4,079 units, and multifamily permits were up by 24% to 3,602 units. Home values appear to have reached trough values in 2012, down 36% from the 2006 peak levels (according to JBREC’s Burns Home Value Index). Homeownership has declined, from 70.0% in 2005 to a trough of 66.9% as of September 30, 2012, rising only slightly to 67.5% as of December 31, 2012. This decrease in recent years indicates that many traditional homeowners continue to seek housing alternatives, including through single-family rentals.

We believe that there remains opportunity in the Chicago market to continue to acquire, restore, lease and manage single-family homes.


Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2009 in Chicago. Household growth in Chicago has increased from lows in 2011 to an estimated 13,900 households added in 2012. JBREC forecasts that household growth will steadily increase from 15,900 new households in 2013 to 24,800 new households in 2015. Total permits are forecasted to reach 15,400 units in 2015, a level last reached in 2007. JBREC forecasts approximately 62,500 new households will be formed in Chicago from 2013 through 2015 compared to 38,200 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.


Homeownership Levels. As of December 31, 2012, the homeownership rate in Chicago was 67.5%, which is down from 70.0% in 2005.


Burns Home Value Index. According to JBREC, home prices in Chicago are decreasing less rapidly than in previous years. The Burns Home Value Index was down 2.2% in 2012 from 2011, and the median resale price for a detached home was $172,450 as of December 31, 2012. In addition, as of December 31, 2011, JBREC estimates that, on a per square foot basis, the median home price is 15.8% more than estimated replacement cost for a newly constructed home. Home values in the Chicago metropolitan division are projected to show an average annual increase of 10.3% from 2013 to 2015, according to the Burns Home Value Index.


Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Chicago, while the vacancy rate is declining. After peaking at 12.2% in 2010, the vacancy rate has decreased to 7.6% as of March 2013 and is down from 7.8% in March 2012. The average monthly rental rate is $1,359 as of March 2013, up from $1,269 in March 2012.

Dallas-Fort Worth-Arlington, Texas MSA: “Dallas-Fort Worth”

Dallas-Fort Worth Economic Overview


Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Dallas-Fort Worth, with 70,200 jobs added in the 12 months ended December 31, 2011 and 83,800 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 111,700 jobs between 2009 and 2010. In the 12 months ended February 28, 2013, Dallas-Fort Worth has added 108,900 jobs for 3.9% growth compared to 1.6% growth nationally. The unemployment rate declined from 8.2% in 2010 to 6.7% in 2012, and fell down to 6.3% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Dallas–Fort Worth to grow by an average of 82,733 jobs annually from 2013 through 2015, or annual growth of 2.7%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.


Median Household Income. After decreasing in 2009, the median household income in Dallas-Fort Worth has increased, experiencing a 3.1% and 2.7% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Dallas-Fort Worth will increase to $62,529 by 2015, which is a 2.0% average annual increase, compared to a forecast of 1.7% nationally during the same period.

Dallas-Fort Worth Housing Market Overview

We believe that there remains opportunity in the Dallas-Fort Worth market to continue to acquire, restore, lease and manage single-family homes.


Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2009 in Dallas-Fort Worth. Household growth in Dallas-Fort Worth has increased from lows in 2010 to an estimated 49,300 households added in 2012. JBREC forecasts that household growth will steadily increase from 52,100 new households in 2013 to 63,699 new households added in 2015. Total permits are forecasted to reach 47,000 units in 2015, a level last reached in 2006. JBREC forecasts approximately 173,400 new households will be formed in Dallas-Fort Worth from 2013 through 2015 compared to 129,420 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.


Homeownership Levels. As of December 31, 2012, the homeownership rate in Dallas-Fort Worth was 61.3%, which is down from a high of 63.8% in 2010.

Burns Home Value Index. According to JBREC, home values in Dallas-Fort Worth were relatively flat in 2012 from 2011, up just 0.01%. The median resale price for a detached home was $156,823 as of December 31, 2012 and has risen to $157,075 as of April 2013. Home values in the Dallas-Fort Worth metro area are forecasted to rise at an average annual rate of 6.8% from 2013 to 2015, according to the Burns Home Value Index.

Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Dallas-Fort Worth, while the vacancy rate is declining. After peaking at 13.5% in 2010, the vacancy rate has decreased to 9.7% as of March 2013 and is down from 10.7% in March 2012. The average monthly rental rate is $1,175 as of March 2013, up from $1,130 in March 2012.

Houston-Sugar Land-Baytown, Texas MSA: “Houston”

Houston Economic Overview


Annual Employment Growth and Unemployment Rate. Employment growth is positive in Houston, with 64,600 jobs added in the 12 months ended December 31, 2011 and 99,300 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 74,000 jobs between 2009 and 2010. In the 12 months ended February 2013, Houston has added 118,700 jobs for 4.5% growth compared to 1.6% growth nationally. The unemployment rate declined from 8.5% in 2010 to 6.8% in 2012 and dropped further to 6.3% as of February 2013. JBREC forecasts employment in Houston to grow by an average of 77,200 jobs annually from 2013 through 2015, or annual growth of 2.8%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.


Median Household Income. After decreasing in 2009, the median household income in Houston has steadily increased, experiencing a 3.5% and 2.0% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Houston will increase to $60,959 by 2015, which is a 1.4% average annual increase compared to a forecast of 1.7% nationally during the same period.

Houston Housing Market Overview

We believe that there remains opportunity in the Houston market to continue to acquire, restore, lease and manage single-family homes.


Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits have been trending up since the 2010 trough in Houston. Household growth in Houston has increased from the low in 2007 to an estimated 42,900 households added in 2012. JBREC forecasts that households will steadily increase from 45,100 new households added in 2013 to 49,900 new households in 2015. Total permits are forecasted to reach 62,000 units in 2015, a level last reached in 2007. JBREC forecasts approximately 141,900 new households will be formed in Houston from 2013 through 2015 compared to 163,000 total residential permits issued over the same period.


Homeownership Levels. While the homeownership rate averaged 62.2% in 2012, as of December 31, 2012, the homeownership rate in Houston was 60.4%, down from a high of 64.8% in 2008.


Burns Home Value Index. According to JBREC, home values in Houston experienced a 2.9% increase in 2012 from 2011. The median resale price for a detached home was $163,562 as of December 31, 2012 and was down slightly to $160,900 as of February 2013. In addition, as of December 31, 2011, JBREC estimates that, on a per square foot basis, the median home price is 13.3% less than estimated replacement cost for a newly constructed home. Home values in the Houston metro area are forecasted to rise at an average annual rate of 6.0% from 2013 to 2015, according to the Burns Home Value Index.

Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Houston, while the vacancy rate is declining. After peaking at 16.2% in 2010, the vacancy rate has decreased to 11.6% as of March 2013 and is down from 12.5% in March 2012. The average monthly rental rate is $1,212 as of March 2013, up from $1,157 in March 2012.

Indianapolis-Carmel, Indiana MSA: “Indianapolis”

Indianapolis Economic Overview


Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Indianapolis, with 17,500 jobs added in the 12 months ended December 31, 2011 and 25,200 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 45,200 jobs between 2008 and 2010. In the 12 months ended February 2013, Indianapolis has added 15,000 jobs for 1.7% growth compared to 1.6% growth nationally. The unemployment rate declined from 9.1% in 2010 to 7.7% in 2012, but has increased to 8.5% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Indianapolis to grow by an average of 15,500 jobs annually from 2013 through 2015, or annual growth of 1.7%. In comparison, JBREC forecasts annual employment growth nationally of 1.6% through 2015.


Median Household Income. After decreasing in 2009 and 2010, the median household income in Indianapolis has remained relatively flat, experiencing a 0.4% and 0.2% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Indianapolis will increase to $52,500 by 2015, which is a 1.1% average annual increase, compared to a forecast of 1.7% nationally during the same period.

Indianapolis Housing Market Overview

We believe that there remains opportunity in the Indianapolis market to continue to acquire, restore, lease and manage single-family homes.


Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2012 in Indianapolis. Household growth in Indianapolis has increased from lows in 2010 to an estimated 8,900 households added in 2012. JBREC forecasts that household growth will steadily increase from 10,700 new households in 2013 to 11,800 new households in 2015. Total permits are forecasted to reach 10,000 units in 2015, a level last reached in 2006. JBREC forecasts approximately 34,000 new households will be formed in Indianapolis from 2013 through 2015 compared to 24,200 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.


Homeownership Levels . The homeownership rate in Indianapolis declined from a peak of 79.0% in 2006 to 67.1% on average for 2012, rising slightly to 67.8% as of December 31, 2012.

Burns Home Value Index. According to JBREC, home values in Indianapolis experienced a 1.6% increase in 2012 from 2011, after declining 15.0% from 2003 through 2011. The median resale price for a detached home was $127,835 as of December 31, 2012 and has risen to $133,406 as of April 2013. In addition, as of December 31, 2011, JBREC estimates that, on a per square foot basis, the median home price is 20.4% less than estimated replacement cost for a newly constructed home. Home values in the Indianapolis metro area are forecasted to rise at an average annual rate of 6.3% from 2013 to 2015, according to the Burns Home Value Index.

Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Indianapolis, while the vacancy rate is declining. After peaking at 13.9% in 2010, the vacancy rate has decreased to 8.6% as of March 2013 and is down from 9.2% in March 2012. The average monthly rental rate is $934 as of March 2013, up from $912 in March 2012.

Jacksonville, Florida MSA: “Jacksonville”

Jacksonville Economic Overview

According to the U.S. Census Bureau, 2011 American Community Survey, the Jacksonville MSA had approximately 1.4 million people and according to the 2012 U.S. Census Bureau, Statistical Abstract of the United States, is the fortieth-largest MSA in the United States by population. There are five counties in the Jacksonville MSA. Jacksonville is projected to average population growth of 1.5% annually from 2013 through 2015, which is slightly above the projected national average of 1.0% annually for the same period (Moody’s Analytics / Précis U.S. Macro / December 2012).


Annual Employment Growth and Unemployment Rate . Employment growth is positive in Jacksonville, with 6,000 jobs added in the 12 months ended December 31, 2011 and 8,800 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 51,000 jobs between 2008 and 2010. In the 12 months ended February 2013, Jacksonville has added 17,900 jobs for 3.0% growth compared to 1.6% growth nationally. The unemployment rate declined from 10.9% in 2010 to 8.3% in 2012 and decreased further to 7.0% as of February 28, 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts employment in Jacksonville to grow by an average of 14,400 jobs annually from 2013 through 2015, or annual growth of 2.4%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.

Metro Economy. The Jacksonville economy is diversified. Economic development efforts have successfully established manufacturing, aerospace, finance, information technology, life sciences, and logistics clusters in the metro area. The tax environment and economic incentives also attract new business to the MSA, with no corporate franchise tax, no taxes on inventories, and competitive business incentives.


Median Household Income . After decreasing 5% year-over-year in 2009, the median household income is increasing in Jacksonville, experiencing a 3.1% and 2.2% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Jacksonville will increase to $55,353 by 2015, which is a 1.3% average annual increase compared to a forecast of 1.7% nationally during the same period.

Jacksonville Housing Market Overview

The total market size of housing stock in Jacksonville is estimated to be $72 billion, or approximately 602,000 homes according to the U.S. Census Bureau, 2011 American Community Survey. Household formations have been increasing since 2012 and permits to build new single-family and multi-family homes as of December 31, 2012 were at 7,463, down from the 2005 peak of 25,088, but above the 2010 trough of 3,606. In the 12 months ended February 28, 2013, single-family permits increased by 44% to 4,908 units and multifamily permits were up by 427% to 2,994 units. Home values dropped significantly from 2006 to 2012, declining 36.9% from peak to trough annual values (according to JBREC’s Burns Home Value Index). The homeownership rate peaked as high as 72.6% in 2009 but has subsequently declined to 68.1% as of December 31, 2012.

We believe that there remains opportunity in the Jacksonville market to continue to acquire, restore, lease and manage single-family homes.

Additionally, JBREC estimates that there is a “shadow inventory” of delinquent mortgages that have not been resolved of approximately 30,800 homes as of December 31, 2012, representing approximately $4.0 billion in value (assuming the median sales price of $130,000 per home as of December 31, 2012).


Supply and Demand Dynamics . The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2010 in Jacksonville. Household growth in Jacksonville has recovered from 2009 lows, with an estimated 12,600 households added in 2012. JBREC forecasts that household growth will steadily increase from 18,700 new households in 2013 to 23,600 new households in 2015. Total permits are forecasted to reach 9,500 units in 2015, a level last reached in 2007. JBREC forecasts approximately 64,800 new households will be formed in Jacksonville from 2013 through 2015 compared to 25,000 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.


Homeownership Levels. As of December 31, 2012, the homeownership rate in Jacksonville was 68.1%, which is down from a high of 72.6% in 2009.

Burns Home Value Index. According to JBREC, home values in Jacksonville experienced a 1.8% decrease in 2012 from 2011. The median resale price for a detached home was $134,232 as of December 31, 2012, and has risen to $140,000 as of April 2013. In addition, as of December 31, 2011, JBREC estimates that, on a per square foot basis, the median home price is 1.4% less than estimated replacement cost for a newly constructed home. Home values in the Jacksonville metro area are forecasted to rise at an average annual rate of 6.8% from 2013 to 2015, according to the Burns Home Value Index.

Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Jacksonville, while the vacancy rate is declining. After peaking at 15.9% in 2009, the vacancy rate has decreased to 10.1% as of March 2013 and is down from 12.0% in March 2012. The average monthly rental rate is $1,047 as of March 2013, up from $1,008 in March 2012.

Phoenix-Mesa-Glendale, Arizona MSA: “Phoenix”

Phoenix Economic Overview


Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Phoenix, with 25,200 jobs added in the 12 months ended December 31, 2011 and 41,500 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 228,500 jobs between 2008 and 2010. In the 12 months ended February 2013, Phoenix has added 41,500 jobs for 2.4% growth compared to 1.6% growth nationally. The unemployment rate declined from 9.8% in 2010 to 7.2% in 2012 and reached 6.7% as of February 2013. The national unemployment rate was 8.1% in February 2013. JBREC forecasts Phoenix employment to grow by an average of 56,466 jobs annually from 2013 through 2015, or annual growth of 3.1%. In comparison, JBREC forecasts annual employment growth of 1,6% nationally through 2015.


Median Household Income. After decreasing in 2009 and 2010, the median household income in Phoenix has started to increase; experiencing a 0.9% and 2.5% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Phoenix will increase to $57,048 by 2015, which is a 2.8% average annual increase, compared to a forecast of 1.7% nationally during the same period.

Phoenix Housing Market Overview

We believe that there remains opportunity in the Phoenix market to continue to acquire, restore, lease and manage single-family homes.


Supply and Demand Dynamics. The total annual permit issuance of single-family and multi-family permits reached what is expected to be the trough during 2010 in Phoenix. Household growth in Phoenix has increased from lows in 2009 to an estimated 21,900 households added in 2012. JBREC forecasts that household growth will steadily increase from 42,500 new households in 2013 to 50,400 new households in 2015. Total permits are forecasted to reach 39,000 units in 2015, a level last reached in 2007. JBREC forecasts approximately 140,100 new households will be formed in Phoenix from 2013 through 2015 compared to 89,500 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.


Homeownership Levels. The homeownership rate peaked at 72.5% in 2006, but has subsequently declined to 63% in 2012.

Burns Home Value Index. According to JBREC, home values in Phoenix experienced a 15.8% increase from 2011 to 2012. The median resale price for a detached home was $147,907 as of December 31, 2012, and has risen to $175,000 as of April 2013. In addition, as of December 31, 2011, JBREC estimates that, on a per square foot basis, the median home price is 19.1% less than estimated replacement cost for a newly constructed home. Home values in the Phoenix metro area are forecasted to rise at an average annual rate of 14.6% from 2013 to 2015, according to the Burns Home Value Index.

Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Phoenix, while the vacancy rate is declining. After peaking at 18.3% in 2009, the vacancy rate has decreased to 10.1% as of March 2013 and is down from 11.3% in March 2012. The average monthly rental rate is $1,056 as of March 2013, up from $997 in March 2012.

Tampa-St. Petersburg-Clearwater, Florida MSA: “Tampa”

Tampa Economic Overview


Annual Employment Growth and Unemployment Rate. Employment growth has been positive in Tampa, with 17,700 jobs added in the 12 months ended December 31, 2011 and 26,000 jobs added in the 12 months ended December 31, 2012. By comparison, the metro area lost a total of 123,300 jobs between 2007 and 2010. In the 12 months ended February 2013, Tampa has added 33,200 jobs for 2.9% growth compared to1.6% growth nationally. The unemployment rate declined from 11.8% in 2010 to 8.8% in 2012 and hit 7.4% as of February 2013. JBREC forecasts employment in Tampa to grow by an average of 30,000 jobs annually from 2013 through 2015, or annual growth of 2.5%. In comparison, JBREC forecasts annual employment growth of 1.6% nationally through 2015.


Median Household Income. After decreasing from 2008 through 2010, the median household income in Tampa increased, experiencing a 3.1% and 1.8% period over period growth rate for the year ended December 31, 2011 and the year ended December 31, 2012, respectively. JBREC forecasts the median income in Tampa will increase to $48,700 by 2015, which is a 2.4% average annual increase compared to a forecast of 1.7% nationally during the same period.

Tampa Housing Market Overview

We believe that there remains opportunity in the Tampa market to continue to acquire, restore, lease and manage single-family homes.


Supply and Demand Dynamics. Household growth in Tampa has increased from lows in 2009 to an estimated 9,100 households added in 2012. JBREC forecasts that households will steadily increase from 13,700 new households added in 2013 to 20,500 new households added in 2015. Total permits started to trend upwards in 2012 and are forecasted to reach 16,000 units in 2015, a level last reached in 2006. JBREC forecasts approximately 51,200 new households will be formed in Tampa from 2013 through 2015 compared to 41,500 total residential permits issued over the same period. Much of the additional demand for housing will be satisfied by rentals, which should keep vacancies low and rental rates rising.

Homeownership Levels. The homeownership rate in Tampa declined from a peak of 73.0% in 2007 to 67.0% on average for 2012 and 66% as of December 31, 2012.


Burns Home Value Index. According to JBREC, home values in Tampa experienced a 2.0% increase in 2012 from 2011, after declining 47% from 2006 through 2011. The median resale price for a detached home was $115,289 as of December 31, 2012 and has remained relatively flat at $114,400 as of February 2013. In addition, as of December 31, 2011 JBREC estimates that, on a per square foot basis, the median home price is 14.0% less than estimated replacement cost for a newly constructed home. Home values in the Tampa metro area are forecasted to rise at an average annual rate of 8.6% from 2013 to 2015, according to the Burns Home Value Index.

Single-Family Rental and Vacancy Rates. Single-family home average monthly rents are rising in Tampa, while the vacancy rate is declining. After peaking at 12.6% in 2010, the vacancy rate has decreased to 11.2% as of March 2013, and is down from 11.7% in March 2012. The average monthly rental rate is $1,128 as of March 2013, up from $1,089 in March 2012.