EX-4.1.7



 Exhibit 4.1.7 

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 November 24,
2014 is entered into and among the Partnership, the General Partner and the New Limited Partners (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 the parties
listed on Schedule A attached hereto as limited partners in the Partnership (each a “New Limited Partner” and collectively, the “New Limited Partners”); 

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 each 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 each New Limited Partner the number of Common Units stated opposite such New Limited Partner’s name on Schedule
A attached hereto. Each 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 Partners have contributed as of the date hereof their respective ownership interests in and to Bennington Pond LLC, the
owner of that certain real property and the improvements thereon commonly known as 4261 Hamilton Square Blvd., Groveport, OH, which interests shall be deemed Contributed Property, the Gross Asset Value of each New Limited Partner’s Contributed
Property is stated opposite such New Limited Partner’s name on Schedule A attached hereto, and each New Limited Partner’s Capital Account shall have a credit of such amount. 

4. The New Limited Partners hereby join in and agree to be bound as Limited Partners 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 Partners,
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


 [SIGNATURES CONTINUE ON NEXT PAGE] 

- Limited Partner Admission to Operating Partnership - 








	
	NEW LIMITED PARTNERS:
	
	 /s/ Herbert J. Murphy, Jr.

	Herbert J. Murphy, Jr.

 - Limited Partner Admission to Operating Partnership - 







 SCHEDULE A 

NEW LIMITED PARTNERS’ PARTNERSHIP INTERESTS 
  

											
	 New Limited Partner:
	  	 Notice Address
	  	Gross Asset
Value	 	  	Common
Units	 
	 Herbert J. Murphy Jr.
	  	47 Wexford Drive, Granville, Ohio 43023	  	$	47,812.57	  	  	 	4,928.88	  








 SCHEDULE B 

PARTNERS’ PARTNERSHIP INTERESTS 

[SEE ATTACHED] 







 Partners’ Partnership Interests 

As of November 24, 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	  	25,801,439.837
			
	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