FORM OF AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENTSales Agency Financing Agreement • January 17th, 2023 • Avalonbay Communities Inc • Real estate investment trusts • New York
This Amended and Restated Sales Agency Financing Agreement (this “Agreement”), is dated as of January 17, 2023, by and among AvalonBay Communities, Inc., a Maryland corporation (the “Company”), and [_________], a registered broker-dealer (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, “Sales Agent,” and, to the extent applicable, [________] (in its capacity as agent for the Forward Purchaser (as defined below) in connection with the offering and sale of any Forward Hedge Shares hereunder, the “Forward Seller,” and [________] to the extent applicable, in its capacity as purchaser under any Forward Confirmation, “Forward Purchaser”).
To: AvalonBay Communities, Inc.Avalonbay Communities Inc • January 17th, 2023 • Real estate investment trusts • New York
The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [______] (“Dealer”) and AvalonBay Communities, Inc. (“Counterparty”) in accordance with the terms of the Amended and Restated Sales Agency Financing Agreement, dated as of January 17, 2023 (the “Sales Agreement”), [between][among] Dealer, as [forward purchaser], [_________], as [forward seller] [, [_____]][and] Counterparty on the Trade Dates specified herein (collectively, the “Transactions” and each, a “Transaction”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below. Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation”, and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for purposes of the Agreement specified below) substantially in the form of Exhibit A hereto. Each Confirmat
