RMI / RiverNorth Opportunistic Municipal Income Fund, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

RiverBanc Multifamily Investors RW

RIVERBANC MULTIFAMILY INVESTORS, INC. 227 West Trade Street, Suite 900 Charlotte, North Carolina 28202 October 11, 2016 Via EDGAR and Facsimile U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Sonia Gupta Barros Re: RiverBanc Multifamily Investors, Inc. Registration Statement on Form S-11 Initially Filed June 17, 2015 Fi

RiverBanc Multifamily Investors 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 RIVERBANC MULTIFAMILY INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 47-3261778 (State of incorporation or organization) (IRS Employer Identification No.) 227 Wes

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RB MULTIFAMILY INVESTORS LLC Dated as of [•], 2015

Exhibit 10.13 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RB MULTIFAMILY INVESTORS LLC Dated as of [?], 2015 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. IN

[?] Shares RIVERBANC MULTIFAMILY INVESTORS, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT

Exhibit 1.1 [●] Shares RIVERBANC MULTIFAMILY INVESTORS, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT [●], 2015 [July , 2015] ROBERT W. BAIRD & CO. INCORPORATED KEEFE, BRUYETTE & WOODS, INC. SUNTRUST ROBINSON HUMPHREY, INC. As Representatives of the Several Underwriters Identified in Schedule I Annexed Hereto c/o Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Mi

STOCKholder Agreement

EX-10.11 10 s000798x6ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 STOCKholder Agreement This Stockholders Agreement (as the same may be amended, modified or supplemented from time to time, this “Agreement”) dated as of [ ], 2015, by and between RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “Company”), and New York Mortgage Trust, Inc., a Maryland corporation (“NYMT”). RECITALS WHER

CONTRIBUTION AGREEMENT

EX-10.10 9 s000798x6ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 22, 2015 by and among RB Commercial Mortgage LLC, a Delaware limited liability company (the “Contributor”), New York Mortgage Trust, Inc., a Maryland corporation and the sole member of the Contributor, (“NYMT”), RiverBanc Multifamily LP, a Delaware li

MANAGEMENT AGREEMENT among RiverBanc Multifamily Investors, Inc., RiverBanc Multifamily LP, RB Multifamily Investors LLC and RiverBanc LLC

EX-10.3 5 s000798x6ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 MANAGEMENT AGREEMENT among RiverBanc Multifamily Investors, Inc., RiverBanc Multifamily LP, RB Multifamily Investors LLC and RiverBanc LLC MANAGEMENT AGREEMENT, dated as of [ ], 2015, by and among RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “Company”), RiverBanc Multifamily LP, a Delaware limited partnership (the “Opera

As filed with the Securities and Exchange Commission on July 22, 2015

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 22, 2015 Registration No.

CONSENT OF PERSON TO BE NAMED DIRECTOR

EX-99.3 17 s000798x6ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-11 (together with any amendments or supplements thereto, and any registration statement for the same offering that is to be effective upon filing p

CONSENT OF PERSON TO BE NAMED DIRECTOR

Exhibit 99.2 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-11 (together with any amendments or supplements thereto, and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities

CONSENT OF PERSON TO BE NAMED DIRECTOR

Exhibit 99.4 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-11 (together with any amendments or supplements thereto, and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities

riverbanc multifamily investors, inc. 2015 EQUITY INCENTIVE PLAN

EX-10.4 6 s000798x6ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 riverbanc multifamily investors, inc. 2015 EQUITY INCENTIVE PLAN Table of Contents Page Article I DEFINITIONS 5 1.01. Affiliate 5 1.02. Agreement 5 1.03. Board 5 1.04. Change in Control 5 1.05. Code 7 1.06. Committee 7 1.07. Common Stock 7 1.08. Company 7 1.09. Control Change Date 7 1.10. Corresponding SAR 7 1.11. Dividend Equivalent Right 7

WAIVER OF CERTAIN REQUIREMENTS UNDER SECTIONS 2.2.3 and 3.2 OF THE MANAGEMENT AGREEMENT

EX-10.12 11 s000798x6ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 WAIVER OF CERTAIN REQUIREMENTS UNDER SECTIONS 2.2.3 and 3.2 OF THE MANAGEMENT AGREEMENT THIS WAIVER OF CERTAIN REQUIREMENTS UNDER SECTIONS 2.2.3 and 3.2 OF THE MANAGEMENT AGREEMENT (this “Waiver”) is made and effective as of June 30, 2015, by and among New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), RB Commercial M

CONTRIBUTION AGREEMENT

EX-10.8 7 s000798x6ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 22, 2015 by and among New York Mortgage Trust, Inc., a Maryland corporation (“NYMT”), JMP Holding LLC, a Delaware limited liability company, and Donlon Family LLC, a North Carolina limited liability company (each, a “Contributor” and collectively, the “Co

CONTRIBUTION AGREEMENT

EX-10.9 8 s000798x6ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 22, 2015 by and among RB Commercial Mortgage LLC, a Delaware limited liability company (the “Contributor”), New York Mortgage Trust, Inc., a Maryland corporation and the sole member of the Contributor, (“NYMT”), RiverBanc Multifamily LP, a Delaware limite

RIVERBANC MULTIFAMILY INVESTORS, INC. a Corporation Formed under the Laws of the State of Maryland

EX-4.1 4 s000798x7ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Number Shares SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF CUSIP 768540 106 RIVERBANC MULTIFAMILY INVESTORS, INC. a Corporation Formed under the Laws of the State of Maryland THIS CERTIFIES THAT is the owner of fully paid and nonassessable shares of common stock,

As filed with the Securities and Exchange Commission on July 2, 2015

As filed with the Securities and Exchange Commission on July 2, 2015 Registration No.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RB MULTIFAMILY INVESTORS LLC Dated as of [ ], 2015

EX-10.1 5 s000798x7ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RB MULTIFAMILY INVESTORS LLC Dated as of [ ], 2015 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION R

Subsidiaries of RiverBanc Multifamily Investors, Inc.

EX-21.1 10 s000798x7ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of RiverBanc Multifamily Investors, Inc. Name State of Incorporation or Formation RiverBanc Multifamily LP Delaware RB Multifamily Investors LLC Delaware RMI I LLC Delaware RMI II LLC Delaware RMI III LLC Delaware BentTree JV Holdings LLC Delaware RiverBanc Multifamily Investors TRS, Inc. Delaware

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of , 2015, is entered into by and among RiverBanc Multifamily Investors, Inc., a Maryland corporation (the ?Company?), RiverBanc LLC, a North Carolina limited liability company (the ?Manager?), and the persons listed on Schedule A hereto (each, a ?Contributor? and, collectively, the ?Contributors?). WHEREAS, ea

INDEMNIFICATION AGREEMENT

EX-10.5 7 s000798x7ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2015, by and between RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as [a director] [and] [an officer] of the

RIVERBANC MULTIFAMILY INVESTORS, INC. ARTICLE I OFFICES

Exhibit 3.2 RIVERBANC MULTIFAMILY INVESTORS, INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors ma

RIVERBANC MULTIFAMILY INVESTORS, INC. ARTICLES OF AMENDMENT AND RESTATEMENT

EX-3.1 2 s000798x7ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 RIVERBANC MULTIFAMILY INVESTORS, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP RIVERBANC MULTIFAMILY LP (a Delaware limited partnership) TABLE OF CONTENTS

EX-10.2 6 s000798x7ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RIVERBANC MULTIFAMILY LP (a Delaware limited partnership) TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 ARTICLE II FORMATION OF THE PARTNERSHIP 11 2.01 Formation of the Partnership 11 2.02 Name 11 2.03 Registered Office and Agent; Principal Office 11 2.04 Term and Dissolution 11 2.0

LONG-TERM INCENTIVE PLAN UNIT VESTING AGREEMENT Under the RiverBanc Multifamily Investors, Inc. 2015 Equity Incentive Plan

EX-10.7 9 s000798x7ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 LONG-TERM INCENTIVE PLAN UNIT VESTING AGREEMENT Under the RiverBanc Multifamily Investors, Inc. 2015 Equity Incentive Plan Name of Grantee: (the “Grantee”) Number of LTIP Units: Grant Date: , 2015 Final Acceptance Date: , 2015 Pursuant to the RiverBanc Multifamily Investors, Inc. 2015 Equity Incentive Plan (the “Plan”), as amended through the

As filed with the Securities and Exchange Commission on June 17, 2015

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 17, 2015 Registration No.

CONSENT OF PERSON TO BE NAMED DIRECTOR

Exhibit 99.1 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-11 (together with any amendments or supplements thereto, and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities

RiverBanc Multifamily Investors A

TABLE OF CONTENTS The registrant is submitting this draft registration statement amendment no.

RiverBanc Multifamily Investors

TABLE OF CONTENTS The registrant is submitting this draft registration statement confidentially as an ?emerging growth company? pursuant to Section 6(e) of the Securities Act of 1933.