EX-4.1.9



 Exhibit 4.1.9 

EXCHANGE RIGHTS AGREEMENT 

THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2014, is entered into by and between
Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and USA IRR2, LLC, a Delaware
limited liability company (the “Limited Partner”). 
 R E C I T A L
S: 
  

	(1)	The Company, together with certain other limited partners, has entered into the Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated May 7, 2013 (as such agreement may be
amended or amended and restated from time to time, the “Partnership Agreement”). 

  

	(2)	The Limited Partner is being issued common units of limited partnership interest (“Partnership Units”) in the Operating Partnership. 


 

	(3)	The Operating Partnership has agreed to provide the Limited Partner with certain rights to exchange its Partnership Units for cash or, at the election of the Company, for shares of the Company’s common stock, $0.01
par value per share (the “REIT Stock”). 

 Accordingly, the parties hereto do hereby agree as follows: 

ARTICLE I 
 DEFINED TERMS

 The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in
this Agreement. 
 “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized or required by law to close. 
 “Capital Contribution” means, with respect to any Partner,
any cash, cash equivalents or the Gross Asset Value (as defined in the Partnership Agreement) of property which such Partner contributes or is deemed to contribute to the Partnership pursuant to the terms of the Partnership Agreement. 

“Cash Amount” means an amount of cash per Partnership Unit equal to the Value on the Valuation Date of the REIT Stock Amount.

 “Exchange Factor” means 1.0, provided, that in the event that the Company (i) declares or pays a dividend on its
outstanding REIT Stock in the form of shares of REIT Stock or makes a distribution to all holders of its outstanding REIT Stock in the form of shares of REIT Stock; (ii) subdivides its outstanding REIT Stock; or (iii) combines its
outstanding REIT Stock into a smaller number of shares of REIT Stock, the Exchange Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of shares of REIT


  
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Agreement - 








 
Stock issued and outstanding on the record date for such dividend, contribution, subdivision or combination (assuming for such purpose that such dividend, distribution, subdivision or combination
has occurred as of such time), and the denominator of which shall be the actual number of shares of REIT Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or
combination. Any adjustment to the Exchange Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Notwithstanding the foregoing, the Exchange Factor shall not be
adjusted in connection with such event if, in connection with such event, the Operating Partnership make a distribution of cash. Partnership Units, REIT Stock and/or rights, options or warrants to acquire Partnership Units and/or REIT Stock with
respect to all applicable Partnership Units or effects a reverse split of, or otherwise combines, the Partnership Units, as applicable, that is comparable as a whole in all material respects with such an event. 

“Exchanging Partner” has the meaning set forth in Section 2.1 hereof. 

“Exchange Right” has the meaning set forth in Section 2.1 hereof. 

“Lien” means any lien, security interest, mortgage, deed of trust, charge, claim, encumbrance, pledge, option, right of first
offer or first refusal and any other right or interest of others of any kind or nature, actual or contingent, or other similar encumbrance of any nature whatsoever. 

“Notice of Exchange” means the Notice of Exchange substantially in the form of Exhibit B to this Agreement. 

“Person” shall mean an individual, partnership, corporation, limited liability company, trust, estate, or unincorporated
organization, or other entity, or a government or agency or political subdivision thereof. 
 “REIT Stock Amount” means
that number of shares of REIT Stock equal to the product of the number of Partnership Units offered for exchange by an Exchanging Partner, multiplied by the Exchange Factor as of the Valuation Date, provided, that in the event the Company or the
Operating Partnership issues to all holders of REIT Stock rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Stock, or any other securities or property (collectively, the
“rights”), then the REIT Stock Amount shall also include such rights that a holder of that number of shares of REIT Stock would be entitled to receive. 

“SEC” means the Securities and Exchange Commission. 

“Specified Exchange Date” means the tenth (10th) Business Day after receipt by the Operating Partnership and the Company
of a Notice of Exchange; provided, however, that if the Operating Partnership has more than 99 partners, as determined in accordance with the provisions of Treasury Regulation Section 1.7704-1(h), then the Specified Exchange Date shall mean the
thirty-first (31st) calendar day after receipt by the Operating Partnership and the Company of a Notice of Exchange. 

  
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 “Valuation Date” means the date of receipt by the Operating Partnership and the
Company of a Notice of Exchange or, if such date is not a Business Day, the first Business Day thereafter. 
 “Value”
means, with respect to shares of REIT Stock, the average of the daily market price for the five (5) consecutive trading days immediately preceding the Valuation Date. The market price for each such trading day shall be: 

(i) if the REIT Stock is listed or admitted to trading on the New York Stock Exchange (the “NYSE”) or any other national
securities exchange, the closing price on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day; or 

(ii) if the REIT Stock is not listed or admitted to trading on the NYSE or any other national securities exchange, the last reported sale
price on such day; or 
 (iii) if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported
by a reliable quotation source designated by the Company or if the REIT Stock is not then traded on any market, as determined in good faith by the Company’s Independent Directors (as defined by the Company’s charter). 

In the event the REIT Stock Amount includes rights that a holder of REIT Stock would be entitled to receive, then the Value of such rights shall be determined
by the independent directors of the Company acting in good faith on the basis of such quotations and other information as they consider, in their reasonable judgment, appropriate. 

ARTICLE II 
 EXCHANGE
RIGHT/PERMITTED TRANSFERS 
 2.1 Exchange Right. 

(a) Subject to Sections 2.2, 2.3, 2.4 and 2.5 hereof, and subject to any limitations under applicable law, the Operating Partnership hereby
grants to the Limited Partner and the Limited Partner hereby accepts the right (the “Exchange Right”), exercisable (i) on or after the date that is one year after the issuance of the Limited Partner’s Limited Partnership
Interest or (ii) upon the liquidation of the Operating Partnership or the sale of all or substantially all of the assets of the Operating Partnership, to exchange on a Specified Exchange Date all or a portion of the Partnership Units held by
such Limited Partner at an exchange price equal to and in the form of the Cash Amount. 
 (b) The Exchange Right shall be exercised pursuant
to a Notice of Exchange delivered to the Operating Partnership, with a copy delivered to the Company, by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Company, in
its capacity as General Partner of the Operating Partnership, may elect, after a Notice of Exchange is delivered, to satisfy the Exchange Right which is the subject of such notice in accordance with Section 2.2. 

  
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 (c) The Limited Partner may exercise the Exchange Right in accordance with the terms of this
Agreement from time to time with respect to part or all of the Partnership Units that it owns, as selected by the Limited Partner, provided that, except as provided in the Agreement, a Limited Partner may not exercise the Exchange Right for less
than one thousand (1,000) Partnership Units unless such Limited Partner then holds less than one thousand (1,000) Partnership Units, in which event the Limited Partner must exercise the Exchange Right for all of the Partnership Units held
by such Limited Partner. 
 (d) An Exchanging Partner shall have no right with respect to any Partnership Units so exchanged to receive any
distributions paid after the Specified Exchange Date with respect to such Partnership Units. 
 (e) The Limited Partner acknowledges that
the Exchange Right is not transferable other than a Permitted Transferee in accordance with Section 2.7 herein, and, without the written consent of the Company, may not be exercised by any transferee or assignee of the Partnership Units other
than a Permitted Transferee. 
 2.2 Option of Company to Exchange for REIT Stock. 

(a) Notwithstanding the provisions of Section 2.1, the Company may, in its capacity as the General Partner of the Operating Partnership,
in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Stock set forth in the Company’s charter), elect to assume directly and satisfy an Exchanging Partner’s Exchange Right by exchanging REIT
Stock and rights equal to the REIT Stock Amount on the Specified Exchange Date for the Partnership Units offered for exchange by the Exchanging Partner, whereupon the Company shall acquire the Partnership Units offered for exchange by the Exchanging
Partner and shall be treated for all purposes of the Partnership Agreement as the owner of such Partnership Units. Unless the Company, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Exchange Right,
the Company shall not have any obligation to the Exchanging Partner or to the Operating Partnership with respect to the Exchanging Partner’s exercise of the Exchange Right. If the Company shall exercise its right to satisfy the Exchange Right
in the manner described in the first sentence of this Section 2.2 and shall fully perform its obligations in connection therewith, the Operating Partnership shall have no right or obligation to pay any amount to the Exchanging Partner with
respect to such Exchanging Partner’s exercise of the Exchange Right, and each of the Exchanging Partner, the Operating Partnership and the Company shall, for federal income tax purposes, treat the transaction between the Company and the
Exchanging Partner as a sale of the Exchanging Partner’s Partnership Units to the Company. Nothing contained in this Section 2.2 shall imply any right of the Company to require any Limited Partner to exercise the Exchange Right afforded to
such Limited Partner pursuant to Section 2.1. 
 (b) In the event the Company shall elect to satisfy, on behalf of the Operating
Partnership, an Exchanging Partner’s Exchange Right by exchanging REIT Stock for the Partnership Units offered for exchange, 
 (i)
the Company hereby agrees so to notify the Exchanging Partner within five (5) Business Days after the receipt by the Company of such Notice of Exchange, 

  
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 (ii) each Exchanging Partner hereby agrees to execute such documents and instruments as the
Company may reasonably require in connection with the issuance of REIT Stock upon exercise of the Exchange Right, and 
 (iii) the Company
hereby agrees to deliver stock certificates representing fully paid and nonassessable shares of REIT Stock. 
 2.3 Prohibition of
Exchange for REIT Stock. Notwithstanding anything herein to the contrary, the Company shall not be entitled to satisfy an Exchanging Partner’s Exchange Right pursuant to Section 2.2 if the delivery of REIT Stock to such Limited Partner
by the Company pursuant to Section 2.2 (regardless of the Operating Partnership’s obligations to the Limited Partner under Section 2.1): 

(a) would be prohibited under the Articles of Incorporation of the Company, 

(b) if the Company has elected REIT status, would otherwise jeopardize the REIT status of the Company, or 

(c) would cause the acquisition of the REIT Stock by the Limited Partner to be “integrated” with any other distribution of REIT
Stock by the Company for purposes of complying with the registration provisions of the Securities Act. 
 2.4 Payment Date. Any Cash
Amount to be paid to an Exchanging Partner shall be paid on the Specified Exchange Date; provided, however, that the Operating Partnership may elect to cause the Specified Exchange Date to be delayed for up to an additional 180 days to the extent
required for the Company to cause additional REIT Stock to be issued to provide financing to be used to make such payment of the Cash Amount by the Operating Partnership. 

2.5 Expiration of Exchange Right. The Exchange Right shall expire with respect to any Partnership Units for which an Exchange Notice
has not been delivered to the Operating Partnership and the Company on or before December 31, 2040. 
 2.6 Effect of Exchange.

 (a) Any exchange of Partnership Units pursuant to this Article 2 shall be deemed to have occurred as of the Specified Exchange Date for
all purposes, including without limitation the payment of distributions or dividends in respect of Partnership Units or REIT Stock, as applicable. 

(b) Any Partnership Units acquired by the Company pursuant to an exercise by any Limited Partner of an Exchange Right shall be deemed to be
acquired by and reallocated or reissued to the Company. 
 (c) The Company, as general partner of the Operating Partnership, shall amend the
Partnership Agreement to reflect each such exchange and reallocation or reissuance of Partnership Units and each corresponding recalculation of the Partnership Units of the Limited Partners. 

  
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 2.7 Permitted Transfers. In addition to, and not in substitution for, the transfer
requirements stated in the Partnership Agreement, Limited Partner shall not assign, transfer or distribute (x) any of the Partnership Units initially issued to the Limited Partner, nor (y) any Exchange Right relating thereto, unless, in
each case, each of the following conditions is met: 
 (a) such assignment, transfer or distribution of Partnership Units and/or Exchange
Right is to a beneficial owner of the Limited Partner (each, a “Transferee”); 
 (b) no such assignment, transfer or
distribution of Partnership Units and/or Exchange Right shall occur prior to the date that the Exchange Right is first exercisable in accordance with Section 2.1(a) above, unless (i) such applicable Transferee is an “accredited
investor” as defined in Rule 501 of the regulations promulgated under the Securities Act, and (ii) such Transferee receives a transfer of (A) fifty (50%) of the Partnership Units allocable to its respective ownership interest in
the Limited Partner on the date that is ninety (90) days following the date hereof, and (B) the remaining fifty (50%) of the Partnership Units allocable to its respective ownership interest in the Limited Partner on the date that is
one hundred and eighty (180) days following the date hereof; 
 (c) at the time of such transfer, assignment or distribution, the
Transferee shall receive both of (I) the applicable Partnership Units, and (II) an assignment of the Exchange Right relating thereto; 

(d) the Limited Partner and the Transferee comply to the satisfaction of the Operating Partnership with all requirements of the Partnership
Agreement in connection with the transfer of the applicable Partnership Units from the Limited Partner to the Transferee; 
 (e) the
Transferee agrees in form satisfactory to the Operating Partnership to exercise the Exchange Right immediately after the transfer of the applicable Partnership Units from the Limited Partner to the Transferee; and 

(f) other than the transfers contemplated to occur on the 90th day and the 180th day following the date hereof, as stated at clause
(b) hereof, the assignment of the Exchange Right and the transfer of applicable Partnership Units shall occur biannually commencing on the date that the Exchange Right is first exercisable in accordance with Section 2.1(a) above. 

Any Transferee satisfying the foregoing conditions (a)-(f) shall be deemed a “Permitted Transferee” herein. 

ARTICLE III 
 OTHER
PROVISIONS 
 3.1 Covenants of the Company. 

(a) At all times during the pendency of the Exchange Right, the Company shall reserve for issuance such number of shares of REIT Stock as may
be necessary to enable the Company to issue such shares in full payment of the REIT Stock Amount in regard to all Partnership Units held by Limited Partners which are from time to time outstanding. 

  
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 (b) During the pendency of the Exchange Right, the Company shall deliver to Limited Partners in a
timely manner all reports filed by the Company with the SEC to the extent the Company also transmits such reports to its stockholders and all other communications transmitted from time to time by the Company to its stockholders generally. 

(c) The Company shall notify each Limited Partner, upon request, of the then current Exchange Factor and such notice will include a reasonable
explanation of the Exchange Factor calculation to be applied at such time, 
 3.2 Fractional Shares. 

(a) No fractional shares of REIT Stock shall be issued upon exchange of Partnership Units. 

(b) The number of full shares of REIT Stock which shall be issuable upon exchange of Partnership Units (or the cash equivalent amount thereof
if the Cash Amount is paid) shall be computed on the basis of the aggregate amount of Partnership Units so surrendered. 
 (c) Instead of
any fractional shares of REIT Stock which would otherwise be issuable upon exchange of any Partnership Units, the Operating Partnership shall pay a cash adjustment in respect of such fraction in an amount equal to the Cash Amount of a Partnership
Unit multiplied by such fraction. 
 3.3 Investment Representations and Warranties. By delivering to the Company a Notice of
Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units
for REIT Stock pursuant to Section 2.2 hereof and that: 
 (a) such Exchanging Partner has reviewed (1) if the Company is required
to file reports under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) copies of all reports and other filings (the “SEC Reports”), in the form filed on the SEC’s Electronic Data Gathering,
Analysis and Retrieval system, including Annual Reports on Form 10-K, Quarterly Reports on Form 10- Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Exchange Act, and the rules and regulations thereunder, and
understands the risks of, and other considerations relating to, an investment in REIT Stock, or (2) if the Company is not required to file SEC reports, such information regarding the business, operations, financial condition, assets and
liabilities of the Company as the Exchanging Partner deems necessary and appropriate in connection with the receipt of REIT Stock. 
 (b)
Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, 

(i) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that
it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock, 

  
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 (ii) is capable of protecting its own interest or has engaged representatives or advisors to
assist it in protecting its interests, and 
 (iii) is capable of bearing the economic risk of such investment. 

(c) Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of the regulations promulgated under the Securities
Act. 
 (d) If such Exchanging Partner has retained or retains a person to represent or advise it with respect to its investment in REIT
Stock, such Exchanging Partner will advise the Company of such retention and, at the Company’s request, such Exchanging Partner shall, prior to or at delivery of the REIT Stock hereunder, 

(i) acknowledge in writing such representation and 

(ii) cause such representative or advisor to deliver a certificate to the Company containing such representations as may be reasonably
requested by the Company. 
 (e) Such Exchanging Partner understands that an investment in the Company involves substantial risks. 

(f) Such Exchanging Partner has been given the opportunity to make a thorough investigation of the activities of the Company and has been
furnished with materials relating to the Company and its activities, including, without limitation, each Prospectus and the SEC Reports. 

(g) Such Exchanging Partner has relied and is making its investment decision based upon the Prospectus/Consent Solicitation Statement relating
to the Consolidation and any subsequent Prospectus, the SEC Reports and other written information provided to the Exchanging Partner by or on behalf of the Company and, as applicable, such Exchanging Partner’s position as a director or
executive officer of the Company. 
 (h) The REIT Stock to be issued to such Exchanging Partner hereunder will be acquired by such
Exchanging Partner for its own account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. 

(i) Such Exchanging Partner was not formed for the specific purpose of acquiring an interest in the Company. 

(j) Such Exchanging Partner acknowledges that: 

(i) the shares of REIT Stock to be issued to such Exchanging Partner hereunder have not been registered under the Securities Act or state
securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, the certificates representing such shares of REIT Stock will bear a legend to such effect, 

  
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 (ii) the Company’s and the Operating Partnership’s reliance on such exemptions is
predicated in part on the accuracy and completeness of the representations and warranties of such Exchanging Partner contained herein, 

(iii) the REIT Stock to be issued to such Exchanging Partner hereunder may not be resold or otherwise distributed unless registered under the
Securities Act and applicable state securities laws, or unless an exemption from registration is available, 
 (iv) there may be no market
for unregistered shares of REIT Stock, and 
 (v) the Company has no obligation or intention to register such REIT Stock under the
Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. 

(k) Such Exchanging Partner acknowledges that because of the restrictions on transfer or assignment of such REIT Stock to be issued hereunder,
such Exchanging Partner may have to bear the economic risk of its investment in REIT Stock issued hereunder for an indefinite period of time. 

(l) The address set forth under such Exchanging Partner’s name in the Notice of Exchange is the address of the Exchanging Partner’s
principal place of business or, if a natural person, the address of the Exchanging Partner’s residence, and such Exchanging Partner has no present intention of becoming a resident of any country, state or jurisdiction other than the country and
state in which such principal place of business or residence is situated. 
 ARTICLE IV 

GENERAL PROVISIONS 
 4.1
Addresses and Notice. Any notice, demand, request or report required or permitted to be given or made to the Operating Partnership, the Company or the Limited Partner, as the case may be, under this Agreement shall be in writing and shall be
deemed given or made when delivered in person or when sent by first class United States mail or by other similarly reliable means of written communication to the Operating Partnership, the Company or the Limited Partner, as the case may be, at the
address listed on the records of the Operating Partnership. 
 4.2 Titles and Captions. All article or section titles or captions in
this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to
“Articles” and “Sections” are to Articles and Sections of this Agreement. 
 4.3 Pronouns and Plurals. Whenever
the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 

  
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 4.4 Further Action and Additional Restrictions. The parties shall execute and deliver all
documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement. 

4.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors, legal representatives and permitted assigns; provided that the Limited Partner shall not be entitled to assign its rights hereunder without the prior written consent of the Company, except as set forth in
Section 2.1(e) above. 
 4.6 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty,
agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. 

4.7 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all
of the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto. 

4.8 Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of
Delaware, without regard to the principles of conflicts of law thereof. 
 4.9 Invalidity of Provisions. If any provision of this
Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. 

4.10 Entire Agreement. This Agreement contains the entire understanding and agreement among the Limited Partners, the Operating
Partnership and the Company with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto. 

4.11 Amendment. This Agreement may be amended from time to time with the consent of the Company if such amendment is approved by a
majority in interest of the limited partners of the Partnership having substantially the same rights as provided herein, provided that such amendment does not treat the Limited Partner in a manner that is materially different from other limited
partners without the consent of the Limited Partner. 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth
above. 
  

							
	INDEPENDENCE REALTY TRUST, INC.
		
	By:		Independence Realty Advisors, LLC, a Delaware limited liability company, its authorized agent
			
			By:		 /s/ Farrell Ender

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

					Name:		Farrell Ender
					Title:		President



  
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	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



  
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