To: AvalonBay Communities, Inc. 4040 Wilson Blvd, Suite 1000Avalonbay Communities Inc • April 11th, 2022 • Real estate investment trusts • New York
The purpose of this letter agreement (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between JPMorgan Chase Bank, National Association (“Dealer”) and AvalonBay Communities, Inc. (“Counterparty”) in accordance with the terms of the Underwriting Agreement, dated as of April 6, 2022 (the “Underwriting Agreement”), among Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association as forward purchasers, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as forward sellers and Counterparty on the Trade Dates specified herein (collectively, the “Transactions” and each, a “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement specified below. Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation”, and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for purposes of
AVALONBAY COMMUNITIES, INC. Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • April 11th, 2022 • Avalonbay Communities Inc • Real estate investment trusts • New York
AvalonBay Communities, Inc., a corporation organized under the laws of Maryland (the “Company”) , and each of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC in their capacities as sellers of Borrowed Securities (as defined below) (the “Forward Sellers”), at the Company’s request in connection with (i) the letter agreement dated the date hereof between the Company and Morgan Stanley & Co. LLC; and (ii) the letter agreement dated the date hereof between the Company (each such letter agreement, a “Forward Sale Agreement” and, together, the “Forward Sale Agreements”) and Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association (in their capacities as counterparties under their respective Forward Sale Agreements, the “Forward Purchasers”), relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Forward Sale Agreements), of a number of shares of common stock, par val
