Colony Financial, Inc. Contracts & Agreements

AGREEMENT AND PLAN OF MERGER by and among STARWOODWAYPOINT RESIDENTIAL TRUST, STARWOOD WAYPOINT RESIDENTIAL PARTNERSHIP, L.P., SWAY HOLDCO, LLC, COLONYAMERICAN HOMES, INC., CAH... (Filed With SEC on September 21, 2015)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on September 21, 2015)

AGREEMENT AND PLAN OF MERGER by and among STARWOODWAYPOINT RESIDENTIAL TRUST, STARWOOD WAYPOINT RESIDENTIAL PARTNERSHIP, L.P., SWAY HOLDCO, LLC, COLONYAMERICAN HOMES, INC., CAH... (Filed With SEC on September 21, 2015)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on September 21, 2015)

May 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND J.P. MORGAN SECURITIES LLC ASAGENT EQUITY DISTRIBUTION AGREEMENT... (Filed With SEC on May 22, 2015)

May 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND BARCLAYS CAPITAL INC. AS AGENT EQUITY DISTRIBUTION AGREEMENT... (Filed With SEC on May 22, 2015)

May 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND CREDIT SUISSE SECURITIES (USA) LLC AS AGENT EQUITYDISTRIBUTION... (Filed With SEC on May 22, 2015)

MAY 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND DEUTSCHE BANK SECURITIES INC. ASAGENT EQUITY DISTRIBUTION... (Filed With SEC on May 22, 2015)

May 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND KEEFE, BRUYETTE & WOODS, INC. AS AGENT EQUITYDISTRIBUTION... (Filed With SEC on May 22, 2015)

MAY 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND MORGAN STANLEY & CO. LLC ASAGENT EQUITY DISTRIBUTION AGREEMENT... (Filed With SEC on May 22, 2015)

May 22, 2015 COLONY CAPITAL, INC. AS COMPANY, COLONY CAPITAL OPERATING COMPANY, LLC, AS OPERATING PARTNERSHIP AND RBC CAPITAL MARKETS, LLC AS AGENT EQUITY DISTRIBUTION AGREEMENT... (Filed With SEC on May 22, 2015)

THIRD AMENDMENT (Filed With SEC on May 11, 2015)

COLONY CAPITAL, INC. (a Marylandcorporation) 10,000,000 Shares of 7.125 % Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT (Filed With SEC on April 13, 2015)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLONY CAPITALOPERATING COMPANY, LLC (Filed With SEC on April 13, 2015)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLONY CAPITAL OPERATINGCOMPANY, LLC (FORMERLY KNOWN AS CFI RE MASTERCO, LLC) a Delaware limited liability... (Filed With SEC on April 2, 2015)

WAIVER AND ACKNOWLEDGEMENT TO CONTRIBUTION AND IMPLEMENTATION AGREEMENT (Filed With SEC on April 2, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on April 2, 2015)

INDEMNIFICATION AGREEMENT (Filed With SEC on February 27, 2015)

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT (Filed With SEC on February 27, 2015)

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (Filed With SEC on February 27, 2015)

CONTRIBUTION AND IMPLEMENTATION AGREEMENT Dated as of December 23, 2014 by and among COLONYCAPITAL HOLDINGS, LLC COLONY CAPITAL, LLC, COLONY CAPITAL OP SUBSIDIARY, LLC, CCH... (Filed With SEC on December 23, 2014)

EXECUTION VERSION COLONY MARK TRANSFER AGREEMENT (Filed With SEC on December 23, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on December 23, 2014)

LOCK-UP AND LIQUIDATED DAMAGES AGREEMENT (Filed With SEC on December 23, 2014)

SHARE TRANSFER AND LIQUIDATED DAMAGES AGREEMENT (Filed With SEC on December 23, 2014)

SECOND AMENDMENT (Filed With SEC on December 16, 2014)

ASSET PURCHASE AGREEMENT by and among COLFININDUSTRIAL HOLDINGS, LLC, COBALT INDUSTRIAL REIT, COBALT GP, LLC and COBALT INDUSTRIAL PARTNERS, L.P. Dated as of November 18, 2014... (Filed With SEC on November 20, 2014)

ASSET PURCHASE AGREEMENT by and among COLFININDUSTRIAL HOLDINGS, LLC, COBALT INDUSTRIAL REIT II, ROYAL COBALT I, LLC and COBALT AVERAFREEPORT, LLC Dated as of November 18, 2014... (Filed With SEC on November 20, 2014)

SHARE PURCHASE AGREEMENT by and among COLFININDUSTRIAL HOLDINGS, LLC, COBALT INDUSTRIAL REIT III, L.P. and COBALT INDUSTRIALREIT III PARALLEL FUND, L.P. Dated as of November 18,... (Filed With SEC on November 20, 2014)

ASSET PURCHASE AGREEMENT by and among COLFININDUSTRIAL HOLDINGS, LLC, COBALT CAPITAL MANAGEMENT, L.P. and COBALT CAPITALPARTNERS, L.P. Dated as of November 18, 2014 TABLE OF... (Filed With SEC on November 20, 2014)

COLONY FINANCIAL, INC. (aMaryland corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on July 22, 2014)

COLONY FINANCIAL, INC. (aMaryland corporation) $150,000,000 3.875% Convertible Senior Notes due 2021 UNDERWRITING AGREEMENT (Filed With SEC on June 17, 2014)

COLONY FINANCIAL, INC. (aMaryland corporation) 3,000,000 Shares of 7.50% Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT (Filed With SEC on June 17, 2014)

FIRST AMENDMENT (Filed With SEC on May 12, 2014)

AMENDMENT NO. 1 TOAMENDED AND RESTATED SECONDMENT AGREEMENT (Filed With SEC on March 28, 2014)

COLONY FINANCIAL, INC. (aMaryland corporation) 13,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on March 5, 2014)

UNCOMMITTED MASTER REPURCHASE AGREEMENT Dated as of February 5, 2014 between CMC LOAN FUNDING A, LLC, as Seller, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Buyer TABLE OF... (Filed With SEC on February 10, 2014)

GUARANTEE AGREEMENT (Filed With SEC on February 10, 2014)

COLONY FINANCIAL, INC. (aMaryland corporation) $200,000,000 3.875% Convertible Senior Notes due 2021 UNDERWRITING AGREEMENT (Filed With SEC on January 28, 2014)

Dated as of January 28, 2014 COLONY FINANCIAL, INC. as Issuer THE BANK OF NEW YORK MELLON as Trustee 3.875% CONVERTIBLE SENIOR NOTES DUE 2021 SECONDSUPPLEMENTAL INDENTURE TO THE... (Filed With SEC on January 28, 2014)

COLONY FINANCIAL, INC. (aMaryland corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on November 1, 2013)

$360,000,000 CREDIT AGREEMENT among COLONYFINANCIAL, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative... (Filed With SEC on August 8, 2013)

MAY 10 2013 COLONY FINANCIAL, INC. AS COMPANY, COLONY FINANCIAL MANAGER, LLC, AS MANAGER AND RBC CAPITAL MARKETS, LLC AS AGENT EQUITYDISTRIBUTION AGREEMENT CONTENTS (Filed With SEC on May 15, 2013)

MAY 10 2013 COLONY FINANCIAL, INC. AS COMPANY, COLONY FINANCIAL MANAGER, LLC, AS MANAGER AND FBR CAPITAL MARKETS & CO. AS AGENT EQUITYDISTRIBUTION AGREEMENT CONTENTS (Filed With SEC on May 15, 2013)

MAY 10 2013 COLONY FINANCIAL, INC. AS COMPANY, COLONY FINANCIAL MANAGER, LLC, AS MANAGER AND JMP SECURITIES LLC AS AGENT EQUITYDISTRIBUTION AGREEMENT CONTENTS (Filed With SEC on May 15, 2013)

MAY 10 2013 COLONY FINANCIAL, INC. AS COMPANY, COLONY FINANCIAL MANAGER, LLC, AS MANAGER AND J.P. MORGAN SECURITIES LLC AS AGENT EQUITYDISTRIBUTION AGREEMENT CONTENTS (Filed With SEC on May 15, 2013)

MAY 10 2013 COLONY FINANCIAL, INC. AS COMPANY, COLONY FINANCIAL MANAGER, LLC, AS MANAGER AND KEEFE, BRUYETTE & WOODS, INC. AS AGENT EQUITYDISTRIBUTION AGREEMENT CONTENTS (Filed With SEC on May 15, 2013)

MAY 10 2013 COLONY FINANCIAL, INC. AS COMPANY, COLONY FINANCIAL MANAGER, LLC, AS MANAGER AND UBS SECURITIES LLC AS AGENT EQUITYDISTRIBUTION AGREEMENT CONTENTS (Filed With SEC on May 15, 2013)

COLONY FINANCIAL, INC. (a Maryland corporation) $175,000,000 5.00% Convertible Senior Notes due 2023 UNDERWRITING AGREEMENT (Filed With SEC on April 10, 2013)

COLONY FINANCIAL, INC., as Issuer, and THE BANK OFNEW YORK MELLON, as Trustee INDENTURE Dated as of April 10, 2013 Senior Debt Securities Reconciliation and tie between Trust... (Filed With SEC on April 10, 2013)

Dated as of April 10, 2013 COLONY FINANCIAL, INC. as Issuer THE BANK OF NEW YORK MELLON as Trustee 5.00%CONVERTIBLE SENIOR NOTES DUE 2023 FIRST SUPPLEMENTAL INDENTURE TO THE... (Filed With SEC on April 10, 2013)

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on April 10, 2013)

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on March 11, 2013)

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on March 11, 2013)

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (Filed With SEC on March 8, 2013)

COLONY FINANCIAL, INC. (a Maryland corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on January 15, 2013)

COLONY FINANCIAL, INC. (a Maryland corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on December 7, 2012)

PARTNERSHIP SUBSCRIPTION DOCUMENTS FOR PURCHASE OF AN ASSOCIATE GENERAL PARTNERSHIP INTEREST (Filed With SEC on November 9, 2012)

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on September 20, 2012)

COLONY FINANCIAL, INC. (a Maryland corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on September 11, 2012)

COLONY FINANCIAL, INC. (a Maryland corporation) 4,000,000 Shares of 8.50% Series A Cumulative RedeemablePreferred Stock UNDERWRITING AGREEMENT (Filed With SEC on July 16, 2012)

COLONY FINANCIAL, INC. 2011 EQUITY INCENTIVE PLAN (AS AMENDED AND RESTATED MARCH 6, 2012) TABLE OF CONTENTS (Filed With SEC on May 8, 2012)

AMENDED AND RESTATED SECONDMENT AGREEMENT (Filed With SEC on March 26, 2012)

COLONY FINANCIAL, INC. (a Maryland corporation) 5,200,000 Shares of 8.50% Series A Cumulative RedeemablePreferred Stock UNDERWRITING AGREEMENT (Filed With SEC on March 19, 2012)

AMENDED AND RESTATED MANAGEMENT AGREEMENT (Filed With SEC on March 9, 2012)

COLONY FINANCIAL, INC. 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (Filed With SEC on November 9, 2011)

COLONY FINANCIAL, INC. 2011 EQUITY INCENTIVE PLAN NON-QUALIFIED OPTION AGREEMENT (Filed With SEC on November 9, 2011)

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 1, 2011 among COLONY FINANCIAL, INC., as a Borrower, and THE SUBSIDIARIES OF COLONY FINANCIAL, INC. PARTY HERETO, as... (Filed With SEC on September 8, 2011)

AFFIRMATION OF GUARANTY (Filed With SEC on September 8, 2011)

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (Filed With SEC on September 8, 2011)

SECURITIES PURCHASE AGREEMENT dated as of DECEMBER 20, 2010 by and among COLONY FINANCIAL, INC., LUXOR CAPITAL PARTNERS, LP, LUXOR CAPITAL PARTNERS OFFSHORE MASTERFUND, LP, LUXOR... (Filed With SEC on December 21, 2010)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on December 21, 2010)

CREDIT AGREEMENT Dated as of September 16, 2010 among COLONYFINANCIAL, INC., as a Borrower, and THESUBSIDIARIES OF COLONY FINANCIAL, INC. FROM TIME TO TIME PARTY HERETO, as... (Filed With SEC on September 21, 2010)

CONTINUING GUARANTY (Filed With SEC on September 21, 2010)

PLEDGE AND SECURITY AGREEMENT (Filed With SEC on September 21, 2010)

AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (Filed With SEC on August 13, 2010)

COLONY FINANCIAL, INC. (a Maryland corporation) 12,500,000 Shares of Common Stock PURCHASE AGREEMENT (Filed With SEC on November 12, 2009)

STOCK PURCHASE AGREEMENT (Filed With SEC on November 12, 2009)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on November 12, 2009)

MANAGEMENT AGREEMENT (Filed With SEC on November 12, 2009)

INVESTMENT ALLOCATION AGREEMENT (Filed With SEC on November 12, 2009)

LICENSE AGREEMENT (Filed With SEC on November 12, 2009)

SECONDMENT AGREEMENT (Filed With SEC on November 12, 2009)

INDEMNIFICATION AGREEMENT (Filed With SEC on November 12, 2009)

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Colony Financial, Inc. Contracts & Agreements