INDEPENDENCE REALTY TRUST, INC UP TO 110,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT April 7, 2011Escrow Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • New York
Independence Realty Trust, Inc. (the “Company”) is a Maryland corporation that intends to qualify and elect to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2011. The Company proposes to offer (a) up to 100,000,000 shares of common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in the primary offering (the “Primary Offering”), and (b) up to 10,000,000 Shares for an initial purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment program (the “DRP” and together with the Primary Offering, the “Offering”), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). The Company has reserved the right to reallocate the Shares offered in the
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LPExchange Rights Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP (this “Agreement”), dated as of April 7, 2011 (the “Effective Date”), is entered into by and among INDEPENDENCE REALTY TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), RAIT NTR HOLDINGS, LLC, a Delaware limited liability company, as the initial limited partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 , by and between Independence Realty Trust, Inc. (the “Company”), and (the “Indemnitee”).
ESCROW AGREEMENTEscrow Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of April, 2011 by and among Independence Realty Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), Independence Realty Trust, Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
INDEPENDENCE REALTY TRUST, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts
Independence Realty Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of April 7, 2011 (the “Dealer Manager Agreement”), with Independence Realty Trust, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its common shares of beneficial interest, $.01 par value per share, of which amount: (i) up to 100,000,000 shares for a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers) (the “Primary Shares”), and (ii) up to 10,000,000 shares for a purchase price of $9.50 per share (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the initial Effective Date (as defined below). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Share
FORM OF PROPERTY MANAGEMENT AGREEMENT FOR [ ] Between [ ], as Owner And Jupiter Communities, LLC, as ManagerManagement Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts
This PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2011 (the “Effective Date”) by and between [ ], a [ ] (the “Owner”), and Jupiter Communities, LLC, a Delaware limited liability company (“Manager”). Certain defined terms used in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG INDEPENDENCE REALTY TRUST, INC., INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, AND INDEPENDENCE REALTY ADVISORS, LLCAdvisory Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of April 7, 2011, is entered into by and among Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Independence Realty Advisors, LLC, a Delaware limited liability company.
CONTRIBUTION AGREEMENT by and among Independence Realty Operating Partnership, LP, Crestmont Apartments Georgia, LLC, Cumberland Glen Apartments Georgia, LLC, Belle Creek Apartments Colorado, LLC, Creeks at Copper Hills Apartments Texas, LLC, Heritage...Contribution Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of April 7, 2011 by and among Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Cresmont Apartments Georgia, LLC, a Delaware limited liability company, Cumberland Glen Apartments Georgia, LLC, a Delaware limited liability company, Belle Creek Apartments Colorado, LLC, a Delaware limited liability company, Creeks At Copper Hills Apartments Texas, LLC, a Delaware limited liability company, Heritage Trace Apartments Virginia, LLC, a Delaware limited liability company, and Tresa At Arrowhead Arizona, LLC, a Delaware limited liability company (each, a “Contributor” and collectively, the “Contributors”).
