Independence Realty Trust

Shares owned by the Advisor, any Director, or their Affiliates are excluded from votes regarding removal of the Advisor or such Directors, or any transaction between the Company and such parties.

“With respect to Shares owned by the Advisor, any Director, or any of their Affiliates, neither the Advisor, nor such Director(s), nor any of their Affiliates may vote or consent on matters submitted to the Stockholders regarding the removal of the Advisor, such Director(s) or any of their Affiliates or any transaction between the Company and any of them.”

The charter requires specific investor protections in any Roll-Up Transaction, including an independent appraisal and the right of dissenting stockholders to receive cash equal to their pro-rata share of appraised net assets or remain as stockholders. The Company is prohibited from participating in Roll-Ups that would diminish investor voting rights or impose costs on investors if the Roll-Up is rejected.

“the person sponsoring the Roll-Up Transaction shall offer to holders of Common Shares who vote against the proposed Roll-Up Transaction the choice of: (a) accepting the securities of a Roll-Up Entity offered in the proposed Roll-Up Transaction; or (b) one (1) of the following: (I) remaining as Stockholders of the Company and preserving their interests therein on the same terms and conditions as existed previously; or (II) receiving cash in an amount equal to the Stockholder's pro rata share of the appraised value of the net assets of the Company.”