April 1, 2013 Uses in Amendments to the Advisory Agreement Clause

Amendments to the Advisory Agreement from Amended and Restated Advisory Agreement

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this Amendment) dated as of July 26, 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).

Amendments to the Advisory Agreement. Effective as of April 1, 2013, the Advisory Agreement is hereby amended as follows:

Amendments to the Advisory Agreement from Amended and Restated Advisory Agreement

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).

Amendments to the Advisory Agreement. Effective as of April 1, 2013, the Advisory Agreement is hereby amended as follows: