CONFIRMATIONIndependence Realty Trust, Inc. • February 24th, 2020 • Real estate investment trusts
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bank of Montreal (“Dealer”) and Independence Realty Trust, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). Dealer is acting as principal in this Transaction, and its affiliate BMO Capital Markets Corp. (“Agent”) is acting as agent for this Transaction solely in connection with Rule 15a-6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement specified below.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2020 • 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 BMO Capital Markets Corp., in its capacity as agent for the Forward Counterparty (as defined below) (in such agency capacity, the “Forward Seller”), at the request of the Company in connection with the Forward Sale Agreement (as defined below), confirm their agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 11 hereof), for whom KeyBanc Capital Markets Inc. and BMO Capital Markets Corp. are acting as representatives (in such capacity, if and as applicable, the “Representatives”) with respect to the sale by the Forward Seller and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 9,000,000 shares (the “Borrowed Firm Shares”) of
