AVALONBAY COMMUNITIES, INC. 4,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 12th, 2014 • Avalonbay Communities Inc • Real estate investment trusts • New York
AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and Goldman, Sachs & Co. (in such capacity, the “Forward Seller”), at the Company’s request in connection with the letter agreement dated the date hereof between the Company and Goldman, Sachs & Co. (in such capacity, the “Forward Purchaser”) (such letter agreement, the “Forward Sale Agreement”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreement), of a number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) equal to the number of Borrowed Underwritten Shares (as defined below) sold by the Forward Seller pursuant to this Agreement, confirm their respective agreements with Goldman, Sachs & Co. (the “Representative”) and each of the other Underwriters named in Schedule I-A hereto (collectively with the Representative, the “Underwriters”) with respect to (i
