0001104659-12-079925 Sample Contracts

AVALONBAY COMMUNITIES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 26th, 2012 • Avalonbay Communities Inc • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [·] (this “Agreement”), is by and between Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”) and AvalonBay Communities, Inc., a Maryland corporation (the “Company”). LBHI and the Company are sometimes referred to herein as the “Parties” and each, a “Party.”

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AVALONBAY COMMUNITIES, INC. SHAREHOLDERS AGREEMENT
Shareholder Agreement • November 26th, 2012 • Avalonbay Communities Inc • Real estate investment trusts • Maryland

This Shareholders Agreement (this “Agreement”) is entered into as of [ ], by and among AvalonBay Communities, Inc., a Maryland corporation (“AVB”), Archstone Enterprise LP, a Delaware limited partnership (“Archstone”) and Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”). AVB, Archstone and LBHI are sometimes referred to herein as the “Parties” and each, a “Party.”

ASSET PURCHASE AGREEMENT by and among ERP OPERATING LIMITED PARTNERSHIP, EQUITY RESIDENTIAL, AVALONBAY COMMUNITIES, INC., LEHMAN BROTHERS HOLDINGS INC., and ARCHSTONE ENTERPRISE LP November 26, 2012
Asset Purchase Agreement • November 26th, 2012 • Avalonbay Communities Inc • Real estate investment trusts • New York

This Asset Purchase Agreement (this “Agreement”) is made effective as of November 26, 2012, by and among ERP Operating Limited Partnership, an Illinois limited partnership (“ERPOP”), Equity Residential, a Maryland real estate investment trust (“EQR”, and together with “ERPOP”, the “Equity Residential Parties”), AvalonBay Communities, Inc., a Maryland corporation (“AVB”), Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”), and Archstone Enterprise LP, a Delaware limited partnership (“Seller”). ERPOP, EQR, AVB, LBHI and Seller are sometimes referred to herein as the “Parties” and each, a “Party.”

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