Education Realty Trust, Inc. 24,500,000 Shares of Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2009 • Education Realty Trust, Inc. • Real estate investment trusts • New York
Education Realty Trust, Inc., a Maryland corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 24,500,000 shares of Common Stock, $.01 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,675,000 additional shares of Common Stock to cover any overallotments (the “Option Securities;” the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
