EX-4.3



 Exhibit 4.3 

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 May 7, 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. The definition of “Advisory Agreement” is hereby deleted in its entirety and replaced with the following: “‘Advisory
Agreement’ means the Second Amended and Restated Advisory Agreement among the Partnership and the General Partner, as advisees, and the Advisor, as advisor, as amended by that certain First Amendment to Second Amended and Restated Advisory
Agreement and as may be further modified, amended or restated from time to time.” 
 3. Exhibit A to the Partnership Agreement is
hereby amended and restated as set forth in Schedule B attached hereto. 
 4. The New Limited Partners have contributed as of
the date hereof their respective ownership interests in and to that certain real property and the improvements thereon commonly known as Carrington Park Apartments, 1801 Champlin Drive, Little Rock, Arkansas, which 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. 
 5. 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. 







 6. The New Limited Partners, the General Partner and the Partnership are executing as of the date
hereof that certain Exchange Rights Agreement. 
 7. This Agreement may be executed in counterparts. 

[SIGNATURES APPEAR ON FOLLOWING PAGES] 

  
 2 








 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] 

  
 [Admission of Limited
Partners – SP] 









									
	NEW LIMITED PARTNERS:	 		 	
			
	USA CARRINGTON PARK 4, LLC,	 		 	USA CARRINGTON PARK 13, LLC,
	a Delaware limited liability company	 		 	a Delaware limited liability company
					
	By:	 	 /s/ Kevin S. Fitzgerald
	 		 	By:	 	 /s/ Kevin S. Fitzgerald

	Name:	 	Kevin S. Fitzgerald	 		 	Name:	 	Kevin S. Fitzgerald
	Title:	 	Vice President	 		 	Title:	 	Vice President
			
	USA CARRINGTON PARK 5, LLC,	 		 	USA CARRINGTON PARK 14, LLC,
	a Delaware limited liability company	 		 	a Delaware limited liability company
					
	By:	 	 /s/ Kevin S. Fitzgerald
	 		 	By:	 	 /s/ Kevin S. Fitzgerald

	Name:	 	Kevin S. Fitzgerald	 		 	Name:	 	Kevin S. Fitzgerald
	Title:	 	Vice President	 		 	Title:	 	Vice President
			
	USA CARRINGTON PARK 7, LLC,	 		 	USA CARRINGTON PARK 16, LLC,
	a Delaware limited liability company	 		 	a Delaware limited liability company
					
	By:	 	 /s/ Kevin S. Fitzgerald
	 		 	By:	 	 /s/ Kevin S. Fitzgerald

	Name:	 	Kevin S. Fitzgerald	 		 	Name:	 	Kevin S. Fitzgerald
	Title:	 	Vice President	 		 	Title:	 	Vice President
			
	USA CARRINGTON PARK 11, LLC,	 		 	USA CARRINGTON PARK 19, LLC,
	a Delaware limited liability company	 		 	a Delaware limited liability company
					
	By:	 	 /s/ Kevin S. Fitzgerald
	 		 	By:	 	 /s/ Kevin S. Fitzgerald

	Name:	 	Kevin S. Fitzgerald	 		 	Name:	 	Kevin S. Fitzgerald
	Title:	 	Vice President	 		 	Title:	 	Vice President
			
	USA CARRINGTON PARK 12, LLC,	 		 	USA CARRINGTON PARK 20, LLC,
	a Delaware limited liability company	 		 	a Delaware limited liability company
					
	By:	 	 /s/ Kevin S. Fitzgerald
	 		 	By:	 	 /s/ Kevin S. Fitzgerald

	Name:	 	Kevin S. Fitzgerald	 		 	Name:	 	Kevin S. Fitzgerald
	Title:	 	Vice President	 		 	Title:	 	Vice President
				
		 		 		 	USA CARRINGTON PARK 23, LLC,
		 		 		 	a Delaware limited liability company
					
		 		 		 	By:	 	 /s/ Kevin S. Fitzgerald

		 		 		 	Name:	 	Kevin S. Fitzgerald
		 		 		 	Title:	 	Vice President


  
 [Admission of Limited
Partners – SP] 








 SCHEDULE A 

NEW LIMITED PARTNERS’ PARTNERSHIP INTERESTS 
  

									
	 New Limited Partner:
	  	Gross Asset
Value	 	  	Common
Units	 
	 USA Carrington Park 4, LLC
	  	$	94,653.24	  	  	 	10,585.83	  
	 USA Carrington Park 5, LLC
	  	$	94,653.24	  	  	 	10,585.83	  
	 USA Carrington Park 7, LLC
	  	$	217,306.93	  	  	 	24,303.19	  
	 USA Carrington Park 11, LLC
	  	$	145,406.49	  	  	 	16,261.98	  
	 USA Carrington Park 12, LLC
	  	$	97,002.93	  	  	 	10,848.62	  
	 USA Carrington Park 13, LLC
	  	$	69,785.72	  	  	 	7,804.70	  
	 USA Carrington Park 14, LLC
	  	$	69,785.72	  	  	 	7,804.70	  
	 USA Carrington Park 16, LLC
	  	$	100,214.17	  	  	 	11,207.76	  
	 USA Carrington Park 19, LLC
	  	$	217,228.60	  	  	 	24,294.42	  
	 USA Carrington Park 20, LLC
	  	$	779,234.68	  	  	 	87,148.09	  
	 USA Carrington Park 23, LLC
	  	$	100,292.82	  	  	 	11,216.55	  
		  	  
	  
	 	  	  
	  
	 
			
		  	$	1,985,564.54	  	  	 	222,061.68	  
		  	  
	  
	 	  	  
	  
	 








 SCHEDULE B 

PARTNERS’ PARTNERSHIP INTERESTS 

[SEE ATTACHED] 







 Partners’ Partnership Interests 

As of May 7, 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	  	17,742,439.837
			
	 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