Common use of Agreement Remains in Effect Clause in Contracts

Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects. Terms used herein but not otherwise defined are used herein as defined in the Agreement. 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Three If the foregoing is in accordance with your understanding of our agreement, please sign and return the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Operating Partnership and each of you. Very truly yours, UDR, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President United Dominion Realty, L.P. By UDR, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Four The foregoing Amendment No. 1 to the Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Vice President X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Co-Head of Americas Real Estate Investment Banking XXXXXX XXXXXXX & CO. LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Executive Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director

Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects. Terms used herein but not otherwise defined are used herein as defined in the Agreement. 202869488v.2 202872542v.2 Xxxxxxx XxxxxLynch, XxxxxxPierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Three If the foregoing is in accordance with your understanding of our agreement, please sign and return the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Operating Partnership Company and each of you. Very truly yours, UDR, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President United Dominion Realty202872542v.2 Xxxxxxx Lynch, L.P. By UDR, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President 202869488v.2 Xxxxxxx Xxxxx, XxxxxxPierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Four The foregoing Amendment No. 1 to the Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Vice President X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXXX XXXXXLynch, XXXXXXPierce, XXXXXX Xxxxxx & XXXXX INCORPORATED Xxxxx Incorporated By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Co-Head of Americas Real Estate Investment Banking XXXXXX XXXXXXX Citigroup Global Markets Inc. By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Vice President Credit Suisse Securities (USA) LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director X.X. Xxxxxx Securities LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director Xxxxxx Xxxxxxx & CO. Co. LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Executive Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director

Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects. Terms used herein but not otherwise defined are used herein as defined in the Agreement. 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Three If the foregoing is in accordance with your understanding of our agreement, please sign and return the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Operating Partnership and each of you. Very truly yours, UDR, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President and Secretary United Dominion Realty, L.P. By UDR, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Four and Secretary The foregoing Amendment No. 1 2 to the Agreement is hereby confirmed and confirmedand accepted as of the date first above firstabove written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxx Xxxxxxxxxx Xxxx X. Xxxxxxx Name: Xxx Xxxxxxxxxx Xxxx X. Xxxxxxx Title: Vice President X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXXX XXXXXLYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx Title: Co-Head of Americas Real Estate Managing Director - Investment Banking XXXXXX XXXXXXX & CO. LLC By: /s/ Xxx Xxxxx Xxxxxxx Name: Xxx Xxxxx Xxxxxxx Title: Executive Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing DirectorXxxxxxx Xxxxxx

Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects. ​ Terms used herein but not otherwise defined are used herein as defined in the Agreement. 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Three ​ ​ ​ If the foregoing is in accordance with your understanding of our agreement, please sign and return the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Operating Partnership and each of you. ​ ​ Very truly yours, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ UDR, Inc. ​ ​ ​ ​ ​ ​ ​ By: ​ /s/ Xxxxxx X. Xxxxxx ​ ​ Name: Xxxxxx X. Xxxxxx ​ ​ Title: Senior Executive Vice President and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ United Dominion Realty, L.P. ​ ​ ​ ​ ​ ​ ​ By UDR, Inc., its general partner ​ ​ ​ ​ ​ ​ ​ By: ​ /s/ Xxxxxx X. Xxxxxx ​ ​ Name: ​ Xxxxxx X. Xxxxxx ​ ​ Title: Senior Executive Vice ​ President 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Four and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The foregoing Amendment No. 1 4 to the Agreement is hereby confirmed and accepted as of the date first above writtenwritten above. CITIGROUP GLOBAL MARKETS ​ ​ ​ ​ ​ BOFA SECURITIES, INC. ​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxx Xxxxxxxx ​ ​ Name: Xxxxxx Xxxxxxxx ​ ​ Title: Managing Director ​ ​ ​ ​ ​ ​ BNY MELLON CAPITAL MARKETS, LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxx Xxxxxxxxxx Xxxxxxx ​ ​ Name: Xxx Xxxxxxxxxx Xxxxxxx ​ ​ Title: Managing Director ​ ​ ​ ​ ​ ​ CITIGROUP GLOBAL MARKETS INC.​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxx X. Xxxxxxx ​ ​ Name: Xxxx X. Xxxxxxx ​ ​ Title: Director ​ ​ ​ ​ ​ ​ X.X.XXXXXX SECURITIES LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxxx Xxxxxxx ​ ​ Name: Xxxxxxx Xxxxxxx ​ ​ Title: Executive Director ​ ​ ​ ​ ​ ​ XXXXXX XXXXXXX & CO. LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxx Xxxxxxx ​ ​ Name: Xxxxxx Xxxxxxx ​ ​ Title: Vice President X.X. ​ ​ ​ ​ ​ ​ PNC CAPITAL MARKETS LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxxx Xxxxxxx ​ ​ Name: Xxxxxxx Xxxxxxx ​ ​ Title: Managing Director ​ ​ ​ ​ ​ ​ REGIONS SECURITIES LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxxxx ​ ​ Name: Xxxxxx X. Xxxxxxxxx ​ ​ Title: Managing Director - ECM ​ ​ ​ ​ ​ ​ RBC CAPITAL MARKETS, LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxx Xxxxx ​ ​ Name: Xxxx Xxxxx ​ ​ Title: Managing Director, Head of U.S. Real Estate ​ ​ ​ ​ ​ ​ XXXXXX X. XXXXXXX & COMPANY, INC.​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxxxx X. Xxxxxxx ​ ​ Name: Xxxxxxxx X. Xxxxxxx ​ ​ Title: Managing Director ​ ​ ​ ​ ​ ​ TD SECURITIES LLC (USA) LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxx Xxxxxxxx ​ ​ Name: Xxxx Xxxxxxxx ​ ​ Title: Director ​ ​ ​ ​ ​ ​ TRUIST SECURITIES, INC.​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxx Xxxxxxxxxx ​ ​ Name: Xxxxxx Xxxxxxxxxx ​ ​ Title: Director ​ ​ ​ ​ ​ ​ U.S. BANCORP INVESTMENTS, INC.​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx ​ ​ Name: Xxxxxxx X. Xxxxxxx Xxxxx ​ ​ Title: Executive Director XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Co-Head of Americas Real Estate Investment Banking XXXXXX XXXXXXX & CO. LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Executive Director Vice President ​ ​ ​ ​ ​ ​ XXXXX FARGO SECURITIES, LLC LLC​ ​ ​ ​ ​ ​ ​ By: /s/ Xxxxxxx Xxxxxx Xxx ​ ​ Name: Xxxxxxx Xxxxxx Xxx ​ ​ Title: Managing DirectorDirector ​ ​

Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects. Terms used herein but not otherwise defined are used herein as defined in the Agreement. 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Three If the foregoing is in accordance with your understanding of our agreement, please sign and return the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Operating Partnership and each of you. Very truly yours, UDR, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President and Chief Financial Officer United Dominion Realty, L.P. By UDR, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Executive Vice President 202869488v.2 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC July 29, 2014 Page Four and Chief Financial Officer The foregoing Amendment No. 1 3 to the Agreement is hereby confirmed and accepted as of the date first above writtenwritten above. BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director BNY MELLON CAPITAL MARKETS, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: MD CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxx Xxxxxxxxxx Xxxx X. Xxxxxxx Name: Xxx Xxxxxxxxxx Xxxx X. Xxxxxxx Title: Vice President X.X. XXXXXX Director XXXXXXXXX LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director X.X.XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Co-Head of Americas Real Estate Investment Banking XXXXXX XXXXXXX & CO. LLC By: /s/ Xxx Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxx Xxxxxxx Xxxxx Title: Executive Managing Director PNC CAPITAL MARKETS LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director REGIONS SECURITIES LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory XXXXXX X. XXXXXXX & COMPANY, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: MD SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxxx Xxx Title: Managing Director