—] Shares Independence Realty Trust, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2013 • Independence Realty Trust, Inc • Real estate investment trusts • New York
Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”) and Independence Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”), confirm their respective agreements with the underwriter (the “Underwriters”) named in Schedule I attached to this agreement (the “Agreement”), for whom Ladenburg Thalmann & Co. Inc., is acting as representative (in such capacity, the “Representative”), with respect to the issuance and sale, subject to the terms hereto, of [—] shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to [—] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 26th, 2013 • Independence Realty Trust, Inc • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of , 2013 (the “Agreement”), by and among INDEPENDENCE REALTY TRUST, INC., a Maryland Corporation (“IRT”), INDEPENDENCE REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with IRT, the “IRT Parties”), RAIT FINANCIAL TRUST, a Maryland real estate investment trust (“RAIT”), and the RAIT Parties (defined below).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • July 26th, 2013 • Independence Realty Trust, Inc • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) dated as of July 25, 2013 is entered into by and among Independence Realty Trust, Inc., a Maryland corporation, Independence Realty Operating Partnership, LP, a Delaware limited partnership, and Independence Realty Advisors, LLC, a Delaware limited liability company. Capitalized terms used but not defined herein are used as defined in the Advisory Agreement (as defined below).
