0001193125-13-315058 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2013 • Independence Realty Trust, Inc • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of July 26, 2013 (the “Agreement”), by and among INDEPENDENCE REALTY TRUST, INC., a Maryland Corporation (“IRT”), INDEPENDENCE REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with IRT, the “IRT Parties”), RAIT FINANCIAL TRUST, a Maryland real estate investment trust (“RAIT”), and the RAIT Parties (defined below).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 1st, 2013 • Independence Realty Trust, Inc • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) dated as of July 26, 2013 is entered into by and among Independence Realty Trust, Inc., a Maryland corporation, Independence Realty Operating Partnership, LP, a Delaware limited partnership, and Independence Realty Advisors, LLC, a Delaware limited liability company. Capitalized terms used but not defined herein are used as defined in the Advisory Agreement (as defined below).

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