0001104659-13-044708 Sample Contracts

AVALONBAY COMMUNITIES, INC. 7,870,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • May 24th, 2013 • Avalonbay Communities Inc • Real estate investment trusts • New York

The stockholder listed on Schedule 1 hereto (the “Selling Stockholder”) of AvalonBay Communities, Inc., a Maryland corporation (the “Company”), proposes to sell to you (the “Underwriter”), an aggregate of 7,870,000 shares (the “Underwritten Shares” or the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.

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