4,000,000 Shares Independence Realty Trust, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2013 • Independence Realty Trust, Inc • Real estate investment trusts • New York
Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”) and Independence Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”), confirm their respective agreements with the underwriter (the “Underwriters”) named in Schedule I attached to this agreement (the “Agreement”), for whom Ladenburg Thalmann & Co. Inc., is acting as representative (in such capacity, the “Representative”), with respect to the issuance and sale, subject to the terms hereto, of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 600,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option
