EX-4.1.8



 Exhibit 4.1.8 

ADMISSION AGREEMENT AND AMENDMENT TO FOURTH AMENDED AND RESTATED 

AGREEMENT OF LIMITED PARTNERSHIP 

OF 
 INDEPENDENCE REALTY
OPERATING PARTNERSHIP, LP 
 THIS ADMISSION AGREEMENT AND AMENDMENT (this “Agreement”), dated as of December 30,
2014 is entered into and among the Partnership, the General Partner and the New Limited Partner (as those terms are defined below). 

WHEREAS, by Fourth Amended and Restated Agreement of Limited Partnership of Independence Realty Operating Partnership, LP dated as of
May 7, 2013 (the “Partnership Agreement”) among Independence Realty Trust, Inc., a Maryland corporation (the “General Partner”), and IRT Limited Partner, LLC, a Delaware limited liability company
(“IRT”) as a limited partner, a Delaware limited partnership was organized under the name Independence Realty Operating Partnership, LP (the “Partnership”); and 

WHEREAS, the General Partner, pursuant to its authority under Section 4.2 of the Partnership Agreement, desires to admit USA IRR2, LLC, a
Delaware limited liability company as a limited partner in the Partnership (“New Limited Partner”); 
 WHEREAS, capitalized
terms used, but not defined herein have the means assigned to them in the Partnership Agreement; 
 NOW, THEREFORE, the parties hereto,
intending to be legally bound hereby, agree as follows: 
 1. The Partnership hereby admits New Limited Partner as a Limited Partner in the
Partnership with all of the rights and obligations of a Limited Partner in accordance with the terms and conditions of the Partnership Agreement, and the Partnership hereby issues to New Limited Partner the number of Common Units stated on
Schedule A attached hereto. New Limited Partner has made a Capital Contribution of Contributed Property in exchange for such Common Unit(s). 

2. Exhibit A to the Partnership Agreement is hereby amended and restated as set forth in Schedule B attached hereto. 

3. The New Limited Partner has contributed as of the date hereof that certain real property and the improvements thereon commonly known as
Iron Rock Ranch, 1215 W. Slaughter Lane, Austin, Texas, which shall be deemed Contributed Property. The Gross Asset Value of such Contributed Property is $8,550,245.90, and New Limited Partner’s Capital Account shall have a credit of such
amount. 
 4. The New Limited Partner hereby joins in and agrees to be bound as a Limited Partner by the Partnership Agreement, as amended
hereby, including without limitation the power of attorney granted in Section 2.4 of the Partnership Agreement. 
 5. The New Limited
Partner, the General Partner and the Partnership are executing as of the date hereof that certain Exchange Rights Agreement. 
 6. This
Agreement may be executed in counterparts. 
 [SIGNATURES APPEAR ON FOLLOWING PAGES] 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written. 
  

							
	PARTNERSHIP:
	
	INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership
		
	By:		Independence Realty Trust, Inc., a Maryland corporation, its general partner
			
			By:		Independence Realty Advisors, LLC, a Delaware limited liability company, its authorized agent
				
					By:		 /s/ Farrell Ender

							Farrell Ender, President
	
	GENERAL PARTNER:
	
	 INDEPENDENCE REALTY TRUST, INC.,

a Maryland corporation

			
			By:		Independence Realty Advisors, LLC, a Delaware limited liability company, its authorized agent
				
					By:		 /s/ Farrell Ender

							Farrell Ender, President


 - Limited Partner Admission to Operating Partnership - 








					
	 NEW LIMITED PARTNER:

	
	USA IRR2, LLC, a Delaware limited liability company
		
	By:		U.S. Advisor, LLC, a Virginia limited
			liability company, its Manager
			
			By:		 /s/ Kevin S. Fitzgerald

			Kevin S. Fitzgerald, Chief Executive Officer

 - Limited Partner Admission to Operating Partnership - 







 SCHEDULE A 

NEW LIMITED PARTNERS’ PARTNERSHIP INTERESTS 
  

											
	 New Limited Partner:
	  	 Notice Address
	  	Gross Asset
Value	 	  	Common
Units	 
	 USA IRR2, LLC, a Delaware limited liability company
	  	 c/o U.S. Advisor, LLC, as agent
 600 Trancas
Street, Suite 200
 Napa, California 94558
 Attention: Kevin
Fitzgerald
 Email: kfitzgerald@ussh.us
	  	$	8,550,245.90	  	  	 	918,097.92	  








 SCHEDULE B 

PARTNERS’ PARTNERSHIP INTERESTS 

Partners’ Partnership Interests 

As of December 30, 2014 
  

					
	 Name and Address of Partner
	  	 Type of Interest
	  	 Number of

Common Units

	General Partner:	  		  	
			
	 Independence Realty Trust, Inc., as General Partner

Cira Centre

2929 Arch Street, 17th Floor

Philadelphia, PA 19104
	  	General Partnership Interest	  	31,801,439.837
			
	Limited Partners:	  		  	
			
	 IRT Limited Partner, LLC, as an Initial Limited Partner

Cira Centre

2929 Arch Street, 17th Floor

Philadelphia, PA 19104
	  	Limited Partnership Interest	  	100
			
	 USA Carrington Park 4, LLC

c/o Mike Spalding

18 Buckthorn Drive

Littleton, CO 80127
	  	Limited Partnership Interest	  	10,585.83
			
	 USA Carrington Park 5, LLC

c/o Paula Spalding

18 Buckthorn Drive

Littleton, CO 80127
	  	Limited Partnership Interest	  	10,585.83
			
	 USA Carrington Park 7, LLC

c/o J.D. Nock and Helmtrud S. Nock Revocable Trust DTD 12/18/98

8655 Skyline Blvd.

Oakland, CA 94611
	  	Limited Partnership Interest	  	24,303.19
			
	 USA Carrington Park 11, LLC

c/o Glenn W. Baldwin

445 Sangamon Lane

Dixon, IL 61021
	  	Limited Partnership Interest	  	16,261.98
			
	 USA Carrington Park 12, LLC

c/o The Scott/Erquiaga Trust, Gregory R. Scott, Gene X. Erquiaga, Trustees

5839 Overlake Ave.

San Diego, CA 92120
	  	Limited Partnership Interest	  	10,848.62
			
	 USA Carrington Park 13, LLC

c/o Sonja Bjork

1219 Peralta Ave.

Berkeley, CA 94706
	  	Limited Partnership Interest	  	7,804.70









					
	 USA Carrington Park 14, LLC

c/o Tanja M. Schlosser

1219 Peralta Ave.

Berkely, CA 94706
		Limited Partnership Interest		7,804.70
			
	 USA Carrington Park 16, LLC

c/o Florence W. Danneberg

835 McFarlane Avenue

Sebastopol, CA 95472
		Limited Partnership Interest		11,207.76
			
	 USA Carrington Park 19, LLC

c/o Canelo Family Partnership, L.P., Sally Canelo, General Partner

2980 Florist Lane

Merced, CA 95340
		Limited Partnership Interest		24,294.42
			
	 USA Carrington Park 20, LLC

c/o The Brovelli Family Trust 2A, Edmond F. Brovelli, Jr., Trustee

9 Ridgetop Way

Napa, CA 94558
		Limited Partnership Interest		87,148.09
			
	 USA Carrington Park 23, LLC

c/o Alois and Joan Lamprecht, as husband and wife

21213 B. Hawthorne Blvd.

Torrance, CA 90503
		Limited Partnership Interest		11,216.55
			
	 USA Walnut Hill 1, LLC

c/o The Brovelli Family Trust 2A, Edmond F. Brovelli, Jr., Trustee

9 Ridgetop Way

Napa, CA 94558
		Limited Partnership Interest		51,566.24
			
	 USA Walnut Hill 4, LLC

c/o Robert E. Batey

500 Elmington Avenue, #501

Nashville, TN 37205
		Limited Partnership Interest		9,616.74
			
	 USA Walnut Hill 8, LLC

c/o William H. Bradshaw and Diana R. Bradshaw

3927 Lighthouse Place

Discovery Bay, CA 94505
		Limited Partnership Interest		29,923.69
			
	 USA Walnut Hill 9, LLC

c/o Phillip Steinschreiber

1976 Summit Lake Drive

Angwin, CA 94508
		Limited Partnership Interest		19,261.14
			
	 USA Walnut Hill 19, LLC

c/o Mittman Associates, Inc., a New York corporation

10467 E. Raintree Drive

Scottsdale, Arizona 85255

Attn: Ellen S. Davis, Secretary
		Limited Partnership Interest		26,992.97
			
	 Herbert J. Murphy, Jr.

47 Wexford Drive

Granville, Ohio 43023
		Limited Partnership Interest		4,928.88
			
	 USA IRR2, LLC, a Delaware limited liability company

c/o U.S. Advisor, LLC

600 Trancas Street

Napa, California 94588
		Limited Partnership Interest		918,097.92