Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

STEADFAST APARTMENT REIT, INC.

(Exact Name of Registrant as Specified in Charter)



Maryland	000-55428	36-4769184
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)



18100 Von Karman Avenue, Suite 200
Irvine, California 92612
(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 569-9700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☑						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☑						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On July 26, 2021, Steadfast Apartment REIT, Inc., a Maryland corporation (the “Company”), and Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership and subsidiary of the Company (“STAR OP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IRT OP”), and IRSTAR Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of IRT (“IRT Merger Sub”).

The Merger Agreement provides that, among other things and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, (1) the Company will be merged with and into IRT Merger Sub (the “Company Merger”), with IRT Merger Sub surviving as a wholly-owned subsidiary of IRT, and (2) immediately following the Company Merger, STAR OP will be merged with and into IRT OP (the “Partnership Merger” and, together with the Company Merger, the “Mergers”), with IRT OP surviving.

At the effective time of the Company Merger (the “Company Merger Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“STAR Common Stock”) issued and outstanding immediately prior to the Company Merger Effective Time (other than certain shares set forth in the Merger Agreement) will be converted automatically into the right to receive 0.905 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of IRT (“IRT Common Stock”), with cash paid in lieu of fractional shares. The Exchange Ratio is fixed, and no change will be made to the Exchange Ratio if the market price of IRT Common Stock changes before consummation of the Mergers. Shares of IRT Common Stock issued in connection with the Company Merger will be listed for trading on the New York Stock Exchange.

Each share of STAR Common Stock outstanding immediately prior to the Company Merger Effective Time that is subject to vesting or forfeiture conditions, other than vesting or forfeiture conditions that terminate at the Company Merger Effective Time, (such shares, the “STAR Restricted Shares”) will be subject to the same vesting or forfeiture conditions as were applicable to the STAR Restricted Shares.

At the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), (1) each unit of limited partnership interest of STAR OP designated as a “Class A Common Unit” (each a “Class A STAR OP Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time and owned by the Company or a subsidiary of the Company will be converted automatically into the right to receive a number of common units (each, an “IROP Common Unit”) of limited partnership of IRT OP equal to the Exchange Ratio and will be owned by IRT through IRT Merger Sub and (2) each unit of limited partnership interest of STAR OP designated as a “Class A-2 Common Unit” or “Class B Common Unit” issued and outstanding immediately prior to the Partnership Merger Effective Time will be converted automatically into the right to receive a number of IROP Common Units that generally will have the same rights as the currently issued and outstanding IROP Common Units, including as to distributions, but, in certain cases, will be subject to additional restrictions as to when the holders thereof may exercise redemption rights.

Through the Mergers, the Company’s stockholders will receive, in aggregate, in exchange for their shares of STAR Common Stock, approximately 99.8 million shares of IRT Common Stock and limited partners in STAR OP will receive, in aggregate, in exchange for their STAR OP Units, approximately 6.4 million IROP Common Units.

The respective boards of directors of the Company and IRT have unanimously approved the Merger Agreement. IRT’s board of directors has unanimously resolved to recommend that the stockholders of IRT approve the issuance of IRT Common Stock in connection with the Mergers, by a majority of the votes cast by holders of IRT Common

Stock, and the Company’s board of directors (the “Company Board”) has unanimously resolved to recommend that the stockholders of the Company approve the Company Merger, by a majority of the outstanding shares of STAR Common Stock entitled to vote on the matter.

The Company Merger is intended to qualify as a reorganization for U.S. federal income tax purposes, and the Partnership Merger is intended to be treated as a transaction that is generally tax-free to the holders of STAR OP partnership units for U.S. federal income tax purposes.

The completion of the Mergers is subject to satisfaction or waiver of certain conditions, including (1) the receipt of required approvals from IRT’s common stockholders and from the Company’s common stockholders, (2) the authorization for listing of the shares of IRT Common Stock to be issued in the Mergers or reserved for issuance in connection therewith on the New York Stock Exchange, (3) the effectiveness of the registration statement on Form S-4 to be filed by IRT pursuant to which shares of IRT Common Stock to be issued in connection with the Mergers are registered with the Securities and Exchange Commission (the “SEC”), (4) the absence of any order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Mergers or any law that makes the consummation of the Mergers illegal, (5) the accuracy of each party’s representations and warranties, subject in most cases to materiality or material adverse effect qualifications, (6) material compliance with each party’s covenants, (7) the receipt by each of the Company and IRT of an opinion to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and of an opinion as to the qualification of the Company and IRT, respectively, as a real estate investment trust (“REIT”) under the Code and (8) the receipt of certain lender consents.

The Merger Agreement contains customary representations and warranties by each party. The parties have also agreed to various customary covenants and agreements, including, among others, to conduct their businesses in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the completion of the Mergers, to not engage in certain kinds of transactions during this period and to maintain REIT status. Additionally, the Company and IRT have agreed that, prior to the consummation of the Mergers, each may continue to pay their regular monthly/quarterly dividends, but may not increase the amounts, except to the extent required to maintain REIT status, subject to certain limitations. The parties will coordinate record and payment dates for all pre-closing dividends.

Each of the Company and IRT has agreed to covenants prohibiting each party from soliciting, providing non-public information and entering into discussions or agreements concerning proposals relating to an alternative business combination transaction, subject to certain limited exceptions. Prior to obtaining the requisite stockholder approval, the board of directors of either party may change its recommendation or terminate the Merger Agreement (to enter into an agreement with respect to a superior proposal) if (1) it has received an unsolicited written acquisition proposal that constitutes a superior proposal, and (2) its board of directors determines, after consultation with outside legal counsel and independent financial advisors, that (x) failure to do so would be inconsistent with the directors’ duties under applicable law, and (y) taking into account any changes to the Merger Agreement proposed in response by the other party, that the superior proposal continues to constitute a superior proposal. The board of directors of either party may also change its recommendation in response to a material development or change in circumstances that was not known by it as of the date of the Merger Agreement if such party’s board of directors determines, after consultation with outside legal counsel, taking into account any changes to the Merger Agreement proposed in response by the other party, that failure to do so would be inconsistent with the directors’ duties under applicable law.

The Merger Agreement contains certain termination rights for the Company and IRT. The Merger Agreement can be terminated by either the Company or IRT (1) by mutual written consent; (2) if the Mergers have not been

consummated by an outside date of January 31, 2022; (3) if there is a permanent, non-appealable injunction or law restraining or prohibiting the consummation of the Mergers; (4) if stockholders of either IRT or the Company fail to approve the transactions; (5) if the other party’s board of directors changes its recommendation in favor of the transactions or the other party enters into an alternative acquisition agreement with respect to a superior proposal; (6) if the other party has materially breached its covenant not to solicit acquisition proposals or its covenant to hold its stockholder meeting; (7) in order to enter into a superior proposal (subject to compliance with certain terms and conditions included in the Merger Agreement); or (8) if the other party has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period.

Upon a termination of the Merger Agreement, under certain circumstances, including entering into an agreement with respect to a superior proposal, the Company will be required to pay to IRT a termination fee of $74 million, and in certain other circumstances, including entering into an agreement with respect to a superior proposal, IRT will be required to pay to the Company a termination fee of $74 million.

The Merger Agreement also provides that either the Company or IRT must pay the other party an expense reimbursement of up to $10.0 million, if the Merger Agreement is terminated (1) because such party’s stockholders fail to approve (a) in the case of IRT, the issuance of IRT Common Stock in connection with the Mergers or (b) in the case of the Company, the Company Merger or (2) because a breach of any representation or warranty or failure to perform any covenant or agreement has occurred, and cannot be cured within 20 days, that would cause such party to be unable to satisfy the closing conditions before January 31, 2022. The expense reimbursement will be set off against any termination fee if the termination fee later becomes payable.

The Mergers are currently expected to close in the fourth quarter of 2021. Upon consummation of the Mergers, it is expected that IRT will assume or repay a portion of the Company’s indebtedness in the aggregate amount of approximately $2.13 billion as of June 30, 2021.

The foregoing summary of the Mergers and the Merger Agreement and the transactions contemplated thereby is a summary only and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Board and Executive Management

The Merger Agreement provides that at the Company Merger Effective Time:

a.Scott F. Schaeffer, currently IRT’s Chairman of the Board and Chief Executive Officer, will continue in these positions for the combined company;

b.James J. Sebra, currently IRT’s Chief Financial Officer, will continue in this position for the combined company;

c.Jessica K. Norman, currently IRT’s Executive Vice President and General Counsel, will serve as Chief Legal Officer of the combined company;

d.Farrell M. Ender, currently IRT’s President, will continue in this position for the combined company; and

e.Ella S. Neyland, currently the Company’s President, Chief Financial Officer and Treasurer, will serve as Chief Operating Officer of the combined company.

In addition, the Merger Agreement provides that at the Company Merger Effective Time the board of directors of IRT will be comprised of 10 directors, comprised of five incumbent directors of IRT (Scott F. Schaeffer, Melinda H. McClure, Richard D. Gebert, DeForest Blake Soaries Jr. and Lisa Washington) and five incumbent directors of the Company (Stephen R. Bowie, Ned W. Brines, Ana Marie del Rio, Ella S. Neyland and Thomas H. Purcell). Mr. Schaeffer will continue as Chairman of the Board.

Please see Item 5.02 below regarding the Amendment to Ms. Neyland's Employment Agreement with the Company, STAR OP and STAR REIT Services, LLC, to be effective at the Company Merger Effective Time, which is incorporated herein.

On July 26, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with Rodney Emery, the Company’s Chief Executive Officer and Chairman of the Company Board, and Steadfast REIT Investments, LLC (“SRI”). Pursuant to the Letter Agreement, SRI agreed to indemnify the Company, STAR OP, their subsidiaries and their successors and assigns (including IRT, IRT OP and IRT Merger Sub and their subsidiaries) (collectively, the “Indemnified Parties”), for 75% of any costs, expenses, judgments, liabilities and payments, including settlement payments and attorneys’ fees, incurred or arising in connection with any direct or derivative claims brought by any stockholder of the Company or its successors and assigns alleging breaches of duties under law or contract, including but not limited to breaches by any current or former directors of the Company, in connection with the Company’s internalization transaction, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2020 (the “Internalization Claims”), if and to the extent such costs, expenses, judgments, liabilities and payments, including settlement payments and attorneys’ fees are not paid for by the Company’s insurance provider (subject only to the $1.0 million self-insurance retention amount in the Company’s D&O insurance policies, which retention amount would not be included in the covered costs described above).

SRI’s obligations under the Letter Agreement are capped at the lower of $20.3 million or the value of the Collateral (as defined below) at the time payment is owed under the Letter Agreement and any payments made pursuant to the Letter Agreement must be made solely with the delivery of the Collateral.

As used in the Letter Agreement, “Collateral” means the following, now or later held by or on behalf of SRI: (i) 1,277,778 Class B Common Units, or any interests into which they are exchanged or convert, (ii) distributions (cash or in kind) on any such Class B Common Units (or converted interests), (iii) cash payable or securities issuable, from time to time, upon the redemption, conversion or exchange of any of the foregoing, and (iv) all proceeds of any of the foregoing.

In the event litigation is filed challenging the Company Merger that includes Internalization Claims and claims that are not Internalization Claims, then an allocation of costs, expenses, liabilities and payments, including settlement payments and attorneys’ fees (collectively, “Expenses”), shall be made to reflect Expenses that are

reasonably attributable to the Company’s internalization transaction and are covered costs under the Letter Agreement, and any Expenses that are not covered costs under the Letter Agreement.

The Letter Agreement would terminate in the event the Merger Agreement terminates without the Merger Agreement having been consummated. SRI and Mr. Emery are relieved of their obligations under the Letter Agreement at such time that all of the Collateral, or Collateral valued at $20.3 million, whichever is first, has been applied in satisfaction of the portion of claims for which SRI is responsible, or when all applicable statute of limitations on Internalization Claims have expired and no Internalization Claims remain pending or unsatisfied. The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 26, 2021, the Company, STAR REIT Services, LLC, a subsidiary of the Company, STAR OP and Ella S. Neyland, the Company’s President, Chief Financial Officer and Treasurer, entered into an Amendment No.2 to the Employment Agreement dated as of September 1, 2020 (the “Amendment”), which is to be effective at the Company Merger Effective Time, to reflect that Ms. Neyland will serve as the Chief Operating Officer of the combined company following the Company Merger.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Amendment, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

Joint Investor Presentation

The Company and IRT have prepared a joint investor presentation with respect to the proposed merger transaction. Directors, officers and other representatives of the Company and/or IRT will present some or all of this investor presentation at various conferences and meetings in the coming months. A copy of the investor presentation is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

On July 26, 2021, the Company and IRT issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated into this Item 7.01 by reference.

On July 26, 2021, the Company sent a letter to its stockholders announcing, among other things, the Company’s entry into the Merger Agreement and the suspension and contingent termination of the DRIP (as defined below) and SRP (as defined below). A copy of the letter is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Broker Dealer Communication

On July 26, 2021, the Company sent an e-mail communication to its broker dealers and financial professionals announcing, among other things, the Company’s entry into the Merger Agreement and the suspension and contingent termination of the DRIP and SRP (each as defined in Item 8.01 below). A copy of the communication is attached as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

On July 26, 2021, the Company sent a letter to its employees announcing, among other things, the Company’s entry into the Merger Agreement and the suspension and contingent termination of the DRIP and SRP. A copy of the letter is attached as Exhibit 99.5 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Employee Communication

On July 26, 2021, the Company sent an e-mail communication to its employees announcing, among other things, the Company’s entry into the Merger Agreement and the suspension and contingent termination of the DRIP and SRP. A copy of the communication is attached as Exhibit 99.6 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Each of the joint investor presentation, joint press release, stockholder letter, broker-dealer communication, employee FAQ and employee communication shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in the filing.

Item 8.01 Other Events.

In connection with the approval of the Merger, on July 26, 2021, the Company announced that the Company Board, including all of the Company’s independent directors, voted to terminate the Company's Amended and Restated Distribution Reinvestment Plan (the “DRIP”) and the Company’s Second Amended and Restated Share Repurchase Plan (as amended, the “SRP”), each termination effective as of the Company Merger Effective Time. The Company Board, including all of the Company’s independent directors, also voted to suspend (i) the DRIP, effective as of the 10th day after the date hereof and (ii) indefinitely suspend the SRP, effective as of the 30th day after the date hereof.

As a result of the suspension of the DRIP, any distributions paid 10 days after the date hereof will be paid to the Company’s stockholders in cash. The Company can provide stockholders with assistance on directing cash distribution payments and answering questions. The suspension of the DRIP will not affect the payment of distributions to stockholders who previously received their distributions in cash. In addition, as a result of the suspension of the SRP, the Company will not process or accept any requests for redemption received 30 days after the date hereof.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the Company operates and beliefs of and assumptions made by the Company’s management, involve uncertainties that could significantly affect the financial results of the Company or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to certain actions to be taken by the Company in connection with the closing of the Mergers. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: IRT’s and the Company’s ability to complete the Mergers on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and lender consents and satisfaction of other closing conditions to consummate the Mergers; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks related to diverting the attention of the Company and IRT management from ongoing business operations; failure to realize the expected benefits of the Mergers; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the proposed Mergers, including resulting expense or delay; the risk that the Company’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the Mergers;

effects relating to the announcement of the Mergers or any further announcements or the consummation of the Mergers on the market price of the IRT Common Stock; the possibility that, if the combined company does not achieve the perceived benefits of the Mergers as rapidly or to the extent anticipated by financial analysts or investors, the market price of IRT Common Stock could decline; the value of the Company could decline; general adverse economic and local real estate conditions; the inability of residents to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; local real estate conditions; adverse changes in financial markets that result in increases in interest rates and reduced availability and increased costs of capital; increases in operating costs and real estate taxes; changes in the dividend policy for IRT Common Stock or IRT’s ability to pay dividends; changes in the distribution policy for the Company or the Company’s ability to pay distributions; impairment charges; unanticipated changes in IRT’s intention or ability to prepay certain debt prior to maturity; pandemics or other health crises, such as coronavirus disease 2019 (COVID-19); and other risks and uncertainties affecting IRT and the Company, including those described from time to time under the caption “Risk Factors” and elsewhere in IRT’s and the Company’s SEC filings and reports, including IRT’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and future filings and reports by either company. Moreover, other risks and uncertainties of which IRT and the Company are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by IRT or the Company on their respective websites or otherwise. Neither IRT nor the Company undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

Additional Information and Where to Find It

This communication relates to a proposed merger transaction pursuant to the terms of the Merger Agreement. In connection with the proposed merger transaction, IRT will file with the SEC a registration statement on Form S-4 to register the shares of IRT Common Stock to be issued in connection with the proposed merger transaction. The registration statement will include a joint proxy statement/prospectus which will be sent to the stockholders of the Company and the stockholders of IRT. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document the Company and/or IRT may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND IRT ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by IRT and/or the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at http://www.steadfastliving.com or by contacting the Company’s Investor Relations Department by phone at +1-888-223-9951. Copies of the documents filed with the SEC by IRT will be available free of charge on IRT’s internet website at http://www.irtliving.com or by contacting IRT’s Investor Relations Department by email at IRT@edelman.com or by phone at +1-917-365-7979.

Participants in Solicitation

The Company, IRT, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed merger transaction. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-

K for the year ended December 31, 2020, which was filed with the SEC on March 12, 2021, and in its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on June 14, 2021. Information about the directors and executive officers of IRT is set forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 18, 2021, and its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 29, 2021. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		STEADFAST APARTMENT REIT, INC.

Date:	July 26, 2021	By:	/s/ Ella S. Neyland
			Ella S. Neyland
			President, Chief Financial Officer and Treasurer

AGREEMENT AND PLAN OF MERGER

INDEPENDENCE REALTY TRUST, INC.,

INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP,

STEADFAST APARTMENT REIT, INC.

STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P.

Dated as of July 26, 2021


Page

ARTICLE I THE MERGER.................................................................................................		2
	1.01 The Merger.....................................................................................................	2
	1.02 Legal Effects of the Merger............................................................................	3
	1.03 Closing...........................................................................................................	3
	1.04 Effective Time.................................................................................................	3
	1.05 Effect of the Merger on the Organizational Documents of the Surviving
	Company and Parent OP................................................................................	4
	1.06 Effect of the Merger on Directors and Officers..............................................	4

ARTICLE II EFFECTS OF THE MERGER ON SHARES AND INTERESTS.................		5
	2.01 Effects of the Company Merger on Company Common Stock.....................	5
	2.02 Effects of the Partnership Merger..................................................................	6
	2.03 Exchange of Shares and Units.......................................................................	7
	2.04 Withholding Rights........................................................................................	10
	2.05 Treatment of Company Restricted Stock.......................................................	11
	2.06 Further Action................................................................................................	11
	2.07 Dissenters’ Rights..........................................................................................	11
	2.08 Fractional Shares............................................................................................	11

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
	THE COMPANY OP.................................................................................................	12
	3.01 Organization, Standing and Power................................................................	12
	3.02 Capital Structure............................................................................................	13
	3.03 Authority; Execution and Delivery; Enforceability.......................................	15
	3.04 No Conflicts; Consents..................................................................................	16
	3.05 SEC Documents; Financial Statements; Undisclosed Liabilities..................	17
	3.06 Information Supplied.....................................................................................	18
	3.07 Absence of Certain Changes or Events..........................................................	19
	3.08 Taxes..............................................................................................................	19
	3.09 Labor and Employee Relations......................................................................	22
	3.10 Employee Benefits.........................................................................................	25
	3.11 Litigation........................................................................................................	27
	3.12 Compliance with Applicable Laws................................................................	27
	3.13 Environmental Matters..................................................................................	27
	3.14 Property..........................................................................................................	28
	3.15 Intellectual Property.......................................................................................	31
	3.16 Contracts........................................................................................................	32
	3.17 Insurance........................................................................................................	33
	3.18 Interested Party Transactions.........................................................................	33
	3.19 Vote Required................................................................................................	34
	3.20 Brokers...........................................................................................................	34
	3.21 Opinion of Financial Advisor........................................................................	34
	3.22 Takeover Statutes...........................................................................................	34

TABLE OF CONTENTS

(continued)


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	3.23 Investment Company Act..............................................................................	34
	3.24 Dissenters’ Rights...........................................................................................	34
	3.25 Hart-Scott-Rodino Antitrust Improvements Act............................................	35
	3.26 No Other Representations and Warranties.....................................................	35

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, PARENT OP
	AND MERGER SUB.................................................................................................	35
	4.01 Organization, Standing and Power.................................................................	35
	4.02 Capital Structure............................................................................................	37
	4.03 Authority; Execution and Delivery; Enforceability.......................................	38
	4.04 No Conflicts; Consents..................................................................................	39
	4.05 SEC Documents; Financial Statements; Undisclosed Liabilities...................	39
	4.06 Information Supplied.....................................................................................	41
	4.07 Absence of Certain Changes or Events..........................................................	42
	4.08 Taxes..............................................................................................................	42
	4.09 Labor Relations...............................................................................................	45
	4.10 Employer Benefits..........................................................................................	47
	4.11 Litigation........................................................................................................	49
	4.12 Compliance with Applicable Laws................................................................	49
	4.13 Environmental Matters...................................................................................	49
	4.14 Property..........................................................................................................	50
	4.15 Intellectual Property.......................................................................................	53
	4.16 Contracts........................................................................................................	53
	4.17 Insurance........................................................................................................	55
	4.18 Interested Party Transactions.........................................................................	55
	4.19 Vote Required................................................................................................	55
	4.20 Brokers...........................................................................................................	55
	4.21 Opinion of Financial Advisor........................................................................	56
	4.22 Takeover Statutes...........................................................................................	56
	4.23 Investment Company Act...............................................................................	56
	4.24 Dissenters’ Rights..........................................................................................	56
	4.25 Hart-Scott-Rodino Antitrust Improvements Act............................................	56
	4.26 No Other Representations and Warranties.....................................................	56

ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS.......................		57
	5.01 Conduct of Business by the Company...........................................................	57
	5.02 Conduct of Business by Parent, Parent OP and Merger Sub.........................	61
	5.03 Company No Solicitation...............................................................................	66
	5.04 Parent No Solicitation....................................................................................	69

ARTICLE VI ADDITIONAL AGREEMENTS		73
	6.01 Preparation of Form S-4 and Joint Proxy Statement; Stockholder
	Approvals......................................................................................................	73

TABLE OF CONTENTS

(continued)


Page
	6.02 Access to Information; Confidentiality..........................................................	75
	6.03 Reasonable Best Efforts; Notification............................................................	76
	6.04 Employment of Company Personnel; Benefit Plans......................................	79
	6.05 Indemnification..............................................................................................	82
	6.06 Rule 16b-3 Matters.........................................................................................	83
	6.07 Public Announcements..................................................................................	84
	6.08 Transfer Taxes................................................................................................	84
	6.09 Stockholder Litigation....................................................................................	84
	6.10 Offering.........................................................................................................	85
	6.11 Certain Tax Matters.......................................................................................	85
	6.12 Coordination of Pre-Closing Dividends.........................................................	86
	6.13 Financing Cooperation...................................................................................	87
	6.14 Distribution Reinvestment Plan and Share Repurchase Plan.........................	88
	6.15. Corrective Deed.............................................................................................	88

ARTICLE VII CONDITIONS PRECEDENT......................................................................		88
	7.01 Conditions to Each Party’s Obligation to Effect the Merger.........................	88
	7.02 Additional Conditions to Obligations of Parent and Parent OP.....................	88
	7.03 Additional Conditions to Obligations of the Company and the Company
	OP...................................................................................................................	90

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER...................................		92
	8.01 Termination....................................................................................................	92
	8.02 Effect of Termination.....................................................................................	93
	8.03 Fees and Expenses.........................................................................................	94
	8.04 Amendment....................................................................................................	97
	8.05 Extension; Waiver..........................................................................................	97
	8.06 Procedure for Termination, Amendment, Extension or Waiver....................	98

ARTICLE IX GENERAL PROVISIONS.............................................................................		98
	9.01 Nonsurvival of Representations and Warranties............................................	98
	9.02 Notices...........................................................................................................	98
	9.03 Definitions......................................................................................................	99
	9.04 Interpretation; Exhibits and Disclosure Letters..............................................	109
	9.05 Severability....................................................................................................	110
	9.06 Counterparts...................................................................................................	110
	9.07 Entire Agreement; No Third Party Beneficiaries...........................................	110
	9.08 Governing Law..............................................................................................	111
	9.09 Jurisdiction; Venue........................................................................................	111
	9.10 WAIVER OF JURY TRIAL..........................................................................	111
	9.11 Assignment.....................................................................................................	112
	9.12 Consents and Approvals.................................................................................	112
	9.13 Enforcement...................................................................................................	112

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July
26, 2021, is made by and among Independence Realty Trust, Inc., a Maryland corporation
(“Parent”), Independence Realty Operating Partnership, LP, a Delaware limited partnership
(“Parent OP”), IRSTAR Sub, LLC, a Maryland limited liability company and direct wholly
owned Subsidiary of Parent (“Merger Sub”), Steadfast Apartment REIT, Inc., a Maryland
corporation (the “Company”), and Steadfast Apartment REIT Operating Partnership, L.P., a
Delaware limited partnership (the “Company OP”).

WHEREAS, the parties wish to effect a business combination involving (a) first, a
merger of the Company with and into Merger Sub (the “Company Merger”) on the terms and
subject to the conditions set forth in this Agreement and in accordance with the Maryland
General Corporation Law (the “MGCL”) and the Maryland Limited Liability Company Act (the
“MLLCA”); and (b) immediately following the Company Merger, a merger of the Company OP
into Parent OP (the “Partnership Merger”) on the terms and subject to the conditions set forth in
this Agreement and in accordance with the Delaware Revised Uniform Limited Partnership Act
(“DRULPA”) (the Company Merger and the Partnership Merger collectively shall be referred to
herein as the “Merger”);

WHEREAS, for U.S. federal income tax purposes, it is intended that the Company
Merger shall qualify as a “reorganization” under, and within the meaning of, Section 368(a) of
the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is
intended to be and is adopted as a “plan of reorganization” for the Company Merger for purposes
of Sections 354 and 361 of the Code;

WHEREAS, for U.S. federal income tax purposes, it is intended that the Partnership
Merger, regardless of form, shall be treated as an “asset-over” form of merger governed by
Treasury Regulations Section 1.708-1(c)(3)(i), and the partnership which is credited with the
contribution of assets having the greatest fair market value (net of liabilities) to the resulting
partnership shall be the continuing partnership, for U.S. federal income tax purposes, pursuant to
Treasury Regulations Section 1.708-1(c)(1);

WHEREAS, the board of directors of the Company (the “Company Board”) has
approved this Agreement, the Merger and the other transactions contemplated by this Agreement
(collectively with the Merger, the “Transactions”) and determined that the Merger and the other
Transactions are advisable and in the best interests of the Company;

WHEREAS, the Company Board has directed that the Company Merger be submitted
for consideration at a meeting of the Company’s stockholders and has resolved to recommend
that the Company’s stockholders vote to approve the Company Merger;

WHEREAS, the Company, as the sole general partner of the Company OP, has approved
this Agreement, the Partnership Merger and the other Transactions and declared that this
Agreement, the Partnership Merger and the other Transactions are advisable and in the best
interests of the Company OP;

WHEREAS, the board of directors of Parent (the “Parent Board”) has approved this
Agreement, the Merger and the other Transactions and determined that the Merger and the other
Transactions are advisable and in the best interests of Parent;

WHEREAS, the Parent Board has directed that the issuance of Parent Common Stock in
the Company Merger (including Parent Common Stock issuable upon redemption of Parent OP
Common Units issued in the Partnership Merger) be submitted for consideration at a meeting of
Parent’s stockholders and has resolved to recommend that Parent’s stockholders vote to approve
the issuance of Parent Common Stock in the Company Merger (including Parent Common Stock
issuable upon redemption of Parent OP Common Units issued in the Partnership Merger) as
contemplated by this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an
inducement of each of Parent’s and the Company’s willingness to enter into this Agreement, the
Company’s chief financial officer is entering into an amendment to her employment agreement
with the Company, effective upon the consummation of the Merger, to reflect the Merger and its
effects on her position and role;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an
inducement of Parent’s willingness to enter into this Agreement, Mr. Rodney F. Emery is
entering into a lock-up agreement with Parent substantially in the form attached hereto as Exhibit
A;

WHEREAS, Parent, as the sole member of Merger Sub, has approved this Agreement,
the Company Merger and the other Transactions and declared that this Agreement, the Company
Merger and the other Transactions are advisable and in the best interests of Merger Sub; and

WHEREAS, Parent, as the sole general partner of Parent OP, has approved this
Agreement, the Partnership Merger and the other Transactions and declared that this Agreement,
the Partnership Merger and the other Transactions are advisable and in the best interests of
Parent OP.

NOW, THEREFORE, the parties hereto agree as follows (capitalized terms shall have
the meanings ascribed to such terms in Section 9.03 hereof or as otherwise ascribed to such
terms herein):

ARTICLE I
THE MERGER

(a)Company Merger. Upon the terms and subject to the conditions set forth herein,
and in accordance with the MGCL and the MLCCA, at the Effective Time, the Company shall be
merged with and into Merger Sub, and the separate existence of the Company shall cease, and
Merger Sub will continue as the surviving company in the Company Merger (the “Surviving
Company”).

(b)Partnership Merger. Upon the terms and subject to the conditions set forth herein,
and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company
OP shall be merged with and into Parent OP, and the separate existence of the Company OP shall
cease. For Delaware state law purposes, Parent OP will continue as the surviving company in
the Partnership Merger. For U.S. federal income tax purposes, the partnership credited with the
contribution of assets having the greatest fair market value (net of liabilities) to the resulting
partnership will be the continuing partnership in the Partnership Merger.

1.02Legal Effects of the Merger.

(a)At the Effective Time, the effect of the Company Merger shall be as provided
herein and in the applicable provisions of the MGCL and the MLLCA. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time, all property, rights,
privileges, powers and franchises of the Company shall vest in the Surviving Company, and all
debts, liabilities and duties of the Company shall become debts, liabilities and duties of the
Surviving Company.

(b)At the Partnership Merger Effective Time, the effect of the Partnership Merger
shall be as provided herein and in the applicable provisions of the DRULPA. Without limiting
the generality of the foregoing, and subject thereto, at the Partnership Merger Effective Time, all
property, rights, privileges, powers and franchise of the Company OP shall vest in Parent OP,
and all debts, liabilities and duties of the Company OP shall become debts, liabilities and duties
of Parent OP.

1.03Closing. The closing of the Merger (the “Closing”) shall take place at the offices
of Morrison & Foerster, LLP, 3500 Lenox Road, Suite 1500, Atlanta, Georgia. at 9:29 a.m.
Eastern time on the second Business Day after the satisfaction or waiver of the conditions set
forth in Article VII (other than those conditions that by their nature are to be satisfied at the
Closing), or at such other place, date and time as the Company and Parent may agree in writing.
The date on which the Closing occurs is sometimes referred to herein as the “Closing Date”.

(a)On the Closing Date, prior to the Partnership Merger Effective Time, in order to
effectuate the Company Merger, the applicable parties hereto shall duly file (i) articles of merger
with respect to the Company Merger in a form that complies with the MGCL and the MLLCA
(the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland
(the “SDAT”) in accordance with the relevant provisions of the MGCL and the MLLCA. The
parties shall make all other filings or recordings required under the MGCL and the MLLCA.
The Company Merger shall become effective upon the Articles of Merger being duly filed with
and accepted for record by the SDAT, or such later time specified in the Articles of Merger not
exceeding 30 days from the date of acceptance for record of the Articles of Merger, and the
parties will take such actions as are necessary to have the Company Merger effective at 9:29 a.m.
Eastern time on the Closing Date (the “Effective Time”).

(b)On the Closing Date, as promptly as practicable following the Effective Time, in
order to effectuate the Partnership Merger, the applicable parties hereto shall duly file a

certificate of merger with respect to the Partnership Merger in a form that complies with the
DRULPA (the “Partnership Certificate of Merger”) with the Delaware Secretary of State (the
“SOS”) in accordance with the relevant provisions of the DRULPA. The parties shall make all
other filings or recordings required under the DRULPA. The Partnership Merger shall become
effective upon the Partnership Certificate of Merger being duly filed in the office of the SOS (the
“Partnership Merger Effective Time”), it being understood and agreed that the applicable parties
shall cause the Effective Time to occur on the Closing Date prior to the Partnership Merger
Effective Time.

1.05Effect of the Merger on the Organizational Documents of the Surviving Company
and Parent OP.

(a)Unless otherwise determined by Parent and the Company prior to the Effective
Time, without any further action on the part of Parent and the Company or their respective
Affiliates, at the Effective Time:

(i)the articles of organization of Merger Sub as in effect immediately prior to
the Effective Time shall be the articles of organization of the Surviving Company, until
thereafter amended as provided by the MLLCA or the articles of organization of the Surviving
Company; and

(ii)the operating agreement of Merger Sub as in effect immediately prior to
the Effective Time shall be the operating agreement of the Surviving Company, until thereafter
amended as provided by the MLLCA or the operating agreement of the Surviving Company.

(b)At the Partnership Merger Effective Time, without any further action on the part
of the parties hereof, the certificate of limited partnership of Parent OP as in effect immediately
prior to the Partnership Merger Effective Time shall be the certificate of limited partnership of
Parent OP, until thereafter amended as provided by the DRULPA or the Parent A&R OP
Agreement, as may be reasonably amended by the Company and Parent.

1.06Effect of the Merger on Directors and Officers. Unless otherwise determined by
Parent and the Company prior to the Effective Time, the applicable parties hereto shall take all
necessary action to:

(a)cause the officers of Parent to be as set forth in Section 1.06(a) of the Company
Disclosure Letter, effective as of the Effective Time, until their respective successors are duly
appointed and qualified or their earlier death, resignation or removal in accordance with the
Parent A&R OP Agreement; and

(b)cause (i) the Parent Board as of the Effective Time to consist of ten (10) members,
comprised of (A) Scott F. Schaeffer, Richard D. Gebert, Melinda H. McClure, DeForest Blake
Soaries Jr. and Lisa Washington (the “Parent Designees”) and (B) Ella S. Neyland, Ana Marie
del Rio, Thomas H. Purcell, Ned W. Brines and Stephen R. Bowie (the “Company Designees”),
(ii) Scott F. Schaeffer to continue in his role as Chairman of the Parent Board, and (iii) Melinda
H. McClure to continue in her role as the lead independent director of the Parent Board. In the
event that (A) any Company Designee is unable or unwilling to serve, for any reason, as a
director on the Parent Board at the Effective Time, the Company shall have the right to designate

another individual who is then serving as a member of the Company Board to become a
Company Designee in place of such unavailable Company Designee, provided that such
replacement director shall be reasonably acceptable to Parent, and (B) any Parent Designee is
unable or unwilling to serve, for any reason, as a director on the Parent Board at the Effective
Time, Parent shall have the right to designate another individual who is then serving as a
member of the Parent Board to become a Parent Designee in place of such unavailable Parent
Designee, provided that such replacement director shall be reasonably acceptable to the
Company.

1.07 Income Tax Treatment of Mergers. The parties intend that, for U.S. federal
income tax purposes (and, where applicable, state and local income tax purposes): (a) the
Company Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the
Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for
purposes of Sections 354 and 361 of the Code, and (b) the Partnership Merger shall constitute an
“assets-over” merger under Treasury Regulations Section 1.708-1(c)(3)(i), and the partnership
credited with the contribution of assets having the greatest fair market value (net of liabilities) to
the resulting partnership shall be the continuing partnership pursuant to Treasury Regulations
Section 1.708-1(c)(1). Unless otherwise required by a final determination within the meaning of
Section 1313(a) of the Code (or a similar determination under applicable state or local Law), all
parties shall file all U.S. federal, state and local Tax Returns in a manner consistent with the
intended income tax treatment described in this Section 1.07, and no party shall take a position
inconsistent with such treatment.

ARTICLE II
EFFECTS OF THE MERGER ON SHARES AND INTERESTS

2.01Effects of the Company Merger on Company Common Stock. Upon the terms
and subject to the conditions set forth herein, at the Effective Time, by virtue of the Company
Merger and without any action on the part of any party hereto, the holders of Company Common
Stock, or any other Person:

(a)Conversion of Company Common Stock.

(i)Each membership interest of Merger Sub issued and outstanding
immediately prior to the Effective Time shall remain outstanding and be unaffected by the
Company Merger;

(ii)Each share of common stock of the Company, par value $0.01 per share
(the “Company Common Stock” and each share of Company Common Stock, a “Share”),
outstanding immediately prior to the Effective Time, other than any Cancelled Shares (as
hereinafter defined), shall be automatically converted into the right to receive a number of shares
of Parent Common Stock equal to the Exchange Ratio (the “Share Merger Consideration”);
provided, however, that each Share that constitutes a share of Company Restricted Stock (as
defined in Section 2.05) that does not otherwise accelerate vesting at the Effective Time shall be
subject to the restrictions applicable thereto in accordance with Section 2.05; and

(iii)Each Share that has been converted into the right to receive the Share
Merger Consideration as provided in this Section 2.01(a) shall cease to exist, and the Persons
holding Shares immediately prior to the Effective Time shall cease to have any rights with
respect to the Shares other than the right to receive, for each Share, the Share Merger
Consideration, without interest, with the Share Merger Consideration in respect of shares of
Company Restricted Stock subject to the restrictions applicable thereto in accordance with
Section 2.05.

(b)Treatment of Company and Parent-Owned Shares. Each Share that is owned by
Parent or any wholly-owned Subsidiary of Parent or by any wholly-owned subsidiary of the
Company (in each case, other than Shares held on behalf of third parties) as of immediately prior
to the Effective Time (collectively, the “Cancelled Shares”) shall be cancelled and shall cease to
exist, and no consideration shall be delivered in respect of such Cancelled Shares.

(c)Adjustments. In the event of any stock split, reverse stock split, stock dividend
(including any dividend or other distribution of securities convertible into capital stock),
reorganization, reclassification, combination, recapitalization or other like change with respect to
the outstanding Shares occurring after the date of this Agreement and prior to the Effective Time,
all references herein to specified numbers of shares of any class or series affected thereby, and
all calculations provided for that are based upon numbers of shares of any class or series (or
trading prices therefor) affected thereby, including the Share Merger Consideration, shall be
equitably adjusted to the extent necessary to provide the parties the same economic effect as
contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend,
reorganization, reclassification, combination, recapitalization or other like change.

2.02Effects of the Partnership Merger. Upon the terms and subject to the conditions
set forth herein, at the Partnership Merger Effective Time, by virtue of the Partnership Merger
and without any action on the part of any party hereto, the holders of any Company OP Units or
any other Person:

(a)Treatment of Parent OP Common Units and Company OP Units.

(i)Each Parent OP Common Unit issued and outstanding immediately prior
to the Partnership Merger Effect Time shall remain issued and outstanding;

(ii)Each Company Class A OP Unit issued and outstanding immediately prior
to the Partnership Merger Effective Time shall be automatically converted into the right to
receive a number of Parent OP Common Units equal to the Exchange Ratio (the “Class A OP
Unit Merger Consideration”). For the avoidance of doubt, the aggregate number of Parent OP
Common Units into which the Company Class A OP Units shall be converted shall be equal to
the aggregate number of shares of Parent Common Stock into which Shares are converted at the
Effective Time in accordance with Section 2.01(a)(ii);

(iii)Each Company Class A-2 OP Unit issued and outstanding immediately
prior to the Partnership Merger Effective Time shall be automatically converted into the right to
receive a number of Parent OP Common Units equal to the Exchange Ratio (the “Class A-2 OP
Unit Merger Consideration”);

(iv)Each Company Class B OP Unit issued and outstanding immediately prior
to the Partnership Merger Effective Time shall be automatically converted into the right to
receive a number of Parent OP Common Units equal to the Exchange Ratio (the “Class B OP
Unit Merger Consideration”, and together with the Class A OP Unit Merger Consideration and
the Class A-2 OP Unit Merger Consideration, the “Unit Merger Consideration”); and

(v)Each Company OP Unit that has been converted into the right to receive
the Unit Merger Consideration as provided in this Section 2.02(a) shall cease to exist, and the
Persons holding such Company OP Units immediately prior to the Partnership Merger Effective
Time shall cease to have any rights with respect to such Company OP Units other than the right
to receive the Unit Merger Consideration, without interest.

(b)Company OP General Partner Interest. The general partnership interest of the
Company OP, which is owned entirely by the Company, shall be cancelled and shall cease to
exist, and no consideration shall be delivered in respect thereof; provided, however, and for the
avoidance of doubt, if and to the extent that any such general partnership interest is reflected or
contained in Company Class A OP Units, the foregoing cancellation shall not cancel any such
Company Class A OP Units or Parent OP Common Units into which such Company Class A OP
Units are converted in the Partnership Merger.

(c)Adjustments. Without limiting the other provisions of this Agreement, if at any
time during the period between the date of this Agreement and the Partnership Merger Effective
Time, Company OP should split, combine or otherwise reclassify the Company OP Units, or
make a dividend or other distribution in Company OP Units (including any dividend or other
distribution of securities convertible into Company OP Units), or engage in a reclassification,
reorganization, recapitalization or exchange or other like change, then the consideration, if any,
into which the Company OP Units is converted shall be ratably adjusted to reflect fully the effect
of any such change.

2.03Exchange of Shares and Units.

(a)Prior to the Closing Date, Parent shall enter into an agreement (in a form
reasonably acceptable to the Company, the “Paying Agent Agreement”) with a United States
bank or trust company that shall be appointed by Parent (and reasonably satisfactory to the
Company) to act as a paying agent hereunder (the “Paying Agent”) for the purpose of
exchanging Company Common Stock represented by book-entry shares (the “Book-Entry
Shares”) for Merger Consideration (including Merger Consideration subject to vesting and
forfeiture conditions as provided for in Section 2.05)).

(b)(i) (x) Prior to the Effective Time, Parent shall deposit, or shall cause to be
deposited, with the Paying Agent in trust for the benefit of the holders of Company Common
Stock (including holders of shares of Company Restricted Stock), for exchange in accordance
with this Article II, evidence of Parent Common Stock in book-entry form issuable pursuant to
Section 2.01 equal to the aggregate Share Merger Consideration (inclusive of shares of Parent
Common Stock subject to vesting and forfeiture conditions as provided for in Section 2.05, but
excluding any fractional shares) and (y) immediately available funds equal to, to the extent then
determinable, any cash payable in lieu of fractional shares pursuant to Section 2.08 (such

evidence of Parent Common Stock, and cash amounts, collectively, the “Exchange Fund”), and
Parent shall instruct the Paying Agent to timely pay the cash in lieu of fractional shares of Parent
Common Stock, and (ii) at the Partnership Merger Effective Time, Parent OP shall reflect on its
books and records, and provide reasonable evidence thereof, the issuance of Parent OP Common
Units, including fractional Parent OP Common Units, in conversion of Company OP Units in
accordance with this Agreement.

(c)Payment Procedures.

(i)As soon as reasonably practicable (and in any event within three (3)
Business Days) after the Effective Time, to the extent not previously delivered, the Surviving
Company shall cause the Paying Agent to mail to each holder of record of Company Common
Stock, as converted into the Merger Consideration pursuant to Section 2.01, a letter of transmittal
(the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent
prior to the Effective Time. The Letter of Transmittal shall be accompanied by instructions for
use in receiving the cash in lieu of fractional shares pursuant to Section 2.08 with respect to the
Book-Entry Shares pursuant to this Article II. The Letter of Transmittal shall be in such form
and have such other provisions as Parent and the Company may agree, including any provisions
relating to the distributions to be made pursuant to the last sentence of Section 6.12(a).

(ii)Parent OP shall deliver to each holder of Company OP Units as of
immediately prior to the Partnership Merger Effective Time any agreement or additional
documents necessary to admit such holder of Company OP Units as a new limited partner of
Parent OP, on terms and conditions as reasonably agreed to by the Company and Parent, and to
record such holder as the owner of the aggregate number of Parent OP Common Units as such
holder is entitled to receive in respect of its aggregate Unit Merger Consideration pursuant to
Section 2.02(a).

(d)Subject to the terms of the Paying Agent Agreement, Parent and the Company, in
the exercise of their reasonable discretion, shall have the joint right to make all determinations,
not inconsistent with the terms of this Agreement, governing (i) the issuance and delivery in
book-entry form of shares of Parent Common Stock (including Converted Restricted Shares) that
the holders of shares of Company Common Stock (including shares of Company Restricted
Stock) are entitled to receive, respectively, in the Merger, (ii) the issuance in book-entry form of
any Parent OP Common Units that the holders of Company OP Units are entitled to receive in
the Merger and the procedures for admitting and joining former holders of Company OP Units to
the partnership agreement of Parent OP as limited partners and holders of Parent OP Common
Units, and (iii) the method of payment of cash for shares of Company Common Stock (including
shares of Company Restricted Stock) converted into the right to receive cash in lieu of fractional
shares of Parent Common Stock.

(e)Closing of Transfer Books.

(i)At the Effective Time, the stock transfer books of the Company shall be
closed, and there shall be no further registration of transfers of the Shares that were outstanding
immediately prior to the Effective Time. If, after the Effective Time, any Book-Entry Share
representing ownership of Shares is presented to the Surviving Company, Parent or the Paying

Agent for transfer, such Book-Entry Share shall be cancelled and exchanged for the Share
Merger Consideration to which the holder of such Book-Entry Share is entitled pursuant to this
Article II.

(ii)At the Partnership Merger Effective Time, the equity transfer books of the
Company OP shall be closed, and there shall be no further registration of transfers of the
Company OP Units that were outstanding immediately prior to the Partnership Merger Effective
Time. If, after the Partnership Merger Effective Time, any book-entry units representing
ownership of Company OP Units (the “Book-Entry Units”) is presented to Parent OP, Parent or
the Paying Agent for transfer, such Book-Entry Unit shall be cancelled and exchanged for the
Unit Merger Consideration to which the holder of such Book-Entry Unit is entitled pursuant to
this Article II.

(f)Transfer of Ownership. If any cash amount payable pursuant to this Section 2.03
or Section 2.08 is to be paid to a Person other than the Person to whom Book-Entry Share in
exchange therefor is registered, it shall be a condition of the payment thereof that the Person
requesting such exchange shall have paid to Parent or any agent designated by Parent any
transfer or other Taxes required by reason of the payment of cash in any name other than that of
the registered holder of such Book-Entry Share, or established to the satisfaction of Parent or any
agent designated by Parent that such Tax has been paid or is not payable.

(g)Dividends with Respect to Parent Common Stock. No dividends or other
distributions with respect to Parent Common Stock with a record date after the Effective Time
shall be paid to the holder of any Book-Entry Share with respect to the shares of Parent Common
Stock issuable with respect to such Book-Entry Share in accordance with this Agreement, and all
such dividends and other distributions shall be paid by Parent to the Paying Agent and shall be
included in the Exchange Fund, in each case until the surrender of such Book-Entry Share in
accordance with this Agreement. Subject to applicable Laws, following surrender of any such
Book-Entry Share there shall be paid to the record holder of the shares of Parent Common Stock,
if any, issued in exchange therefor, without interest, (i) all dividends and other distributions
payable in respect of any such shares of Parent Common Stock with a record date after the
Effective Time and a payment date on or prior to the date of such surrender and not previously
paid and (ii) at the appropriate payment date, the amount of dividends or other distributions with
a record date after the Effective Time but prior to such surrender and with a payment date
subsequent to such surrender payable with respect to such shares of Parent Common Stock.

(h)Distributions with Respect to Parent OP Common Units. No distributions with
respect to Parent OP Common Units with a record date after the Partnership Merger Effective
Time shall be paid to the holder of any Book-Entry Unit with respect to Parent OP Common
Units issuable with respect to such Book-Entry Unit in accordance with this Agreement, and all
such distributions shall be paid by Parent to the Paying Agent and shall be included in the
Exchange Fund, in each case until the surrender of such Book-Entry Unit in accordance with this
Agreement. Subject to applicable Laws, following surrender of any such Book-Entry Unit there
shall be paid to the record holder of the Parent OP Common Units, if any, issued in exchange
therefor, without interest, (i) all distributions payable in respect of any such Parent OP Common
Units with a record date after the Partnership Merger Effective Time and a payment date on or
prior to the date of such surrender and not previously paid and (ii) at the appropriate payment

date, the amount of dividends or other distributions with a record date after the Partnership
Merger Effective Time but prior to such surrender and with a payment date subsequent to such
surrender payable with respect to such Parent OP Common Units.

(i)Termination of Exchange Fund. Any portion of the Exchange Fund (including
the proceeds of any investments thereof) that remains undistributed to the former holders of
Company Common Stock for one year after the Effective Time shall be delivered to Parent upon
demand, and any former holders of Company Common Stock who have not surrendered their
Book-Entry Shares in accordance with this Section 2.03 shall thereafter look only to Parent for
payment of their claim for the Merger Consideration (including any cash in lieu of fractional
shares, and any applicable dividends or other distributions with respect to Parent Common
Stock), without any interest thereon, upon due surrender of their Company Common Stock.

(j)No Liability. Notwithstanding anything to the contrary contained in this
Section 2.03, no party hereto shall be liable to any Person for any amount properly paid to a
public official pursuant to any applicable abandoned property, escheat or similar applicable Law.

(k)Investment of Exchange Fund. The Paying Agent shall invest all cash included in
the Exchange Fund as reasonably directed by Parent; provided that any investment of such cash
shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as
to principal and interest by, the United States government or in commercial paper obligations
rated A-1 or P1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation,
to the extent such investments are REIT qualifying assets. Any interest and other income
resulting from such investments shall become a part of the Exchange Fund, and any amounts in
excess of the aggregate amount payable pursuant to this Article II shall be paid to the Surviving
Company. Notwithstanding anything to the contrary contained herein, no investment losses
resulting from investment of the Exchange Fund shall diminish the rights of any holder of Book-
Entry Shares to receive the Merger Consideration as provided herein. To the extent that there are
any losses with respect to any investments of the Exchange Fund, or the Exchange Fund
diminishes for any reason below the level required for the Paying Agent promptly to pay the
Merger Consideration to all holders of Book-Entry Shares entitled thereto, Parent shall, or shall
cause the Surviving Company to, promptly replace or restore the cash in the Exchange Fund so
as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying
Agent to make such payments.

2.04Withholding Rights. Each of Parent, Parent OP, the Surviving Company and the
Paying Agent shall be entitled to deduct and withhold from any payments pursuant to this
Agreement to any holder of any Shares or Company OP Units such amounts as Parent, Parent
OP, the Surviving Company or the Paying Agent is required to deduct and withhold with respect
to any such payments under the Code, or any applicable provision of state, local, provincial or
foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate
Governmental Entity (as hereinafter defined) on a timely basis by Parent, Parent OP, the
Surviving Company or the Paying Agent, such withheld amounts shall be treated for all purposes
of this Agreement as having been paid to the Person in respect of which such deduction and
withholding was made.

2.05Treatment of Company Restricted Stock. At the Effective Time, without any
further action by the parties hereto, each share of Company Common Stock outstanding
immediately prior to the Effective Time that is subject to vesting or other forfeiture
conditions(such shares, the “Company Restricted Stock”) shall be converted into an award with
respect to a number of shares of Parent Common Stock (rounded up or down to the nearest
whole share) equal to the product of (x) the number of shares of Company Common Stock
subject to such Company Restricted Stock award and (y) the Exchange Ratio (“Converted
Restricted Shares”), and such award of Parent Common Stock will be subject to the same terms
and conditions (including, without limitation, the same vesting conditions and vesting
accelerators) as were applicable to such Company Restricted Stock award immediately prior to
the Effective Time. Notwithstanding the foregoing, with respect to any Company Restricted
Stock held by a grantee who is a non-employee member of the Company Board immediately
prior to the Effective Time and who does not become a member of the Parent Board at the
Effective Time, such Company Restricted Stock will vest upon the Effective Time and therefore
any Converted Restricted Shares issued in respect thereof will be fully vested and non-
forfeitable.

(a)If, at any time after the Effective Time, any further action is determined by Parent
or the Surviving Company to be necessary or desirable to carry out the purposes of this
Agreement or to vest the Surviving Company with full right, title and possession of and to all
rights and property of Merger Sub and/or the Company, then the officers and directors of the
Surviving Company and Parent shall be fully authorized (in the name of Merger Sub, in the
name of the Company and otherwise, as the case may be) to take and shall take such action.

(b)If, at any time after the Partnership Merger Effective Time, any further action is
determined by Parent or Parent OP to be necessary or desirable to carry out the purposes of this
Agreement or to vest Parent OP with full right, title and possession of and to all rights and
property of Parent OP and/or Company OP, then Parent, directly and as the general partner of
Parent OP, shall be fully authorized (in the name of Parent OP, in the name of the Company OP
and otherwise, as the case may be) to take and shall take such action.

2.07Dissenters’ Rights. No dissenters’ or appraisal rights shall be available with
respect to the Company Merger, the Partnership Merger and the other Transactions.

2.08Fractional Shares. No book-entry representing fractional shares of Parent
Common Stock shall be made with respect to Book-Entry Shares or otherwise, and such
fractional interests shall not entitle the owner thereof to voting rights or to any other rights of a
stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of
shares of Company Common Stock converted pursuant to the Merger who would otherwise have
been entitled to receive a fraction of a share of Parent Common Stock shall receive (aggregating
for this purpose all the shares of Parent Common Stock that such holder is entitled to receive
hereunder), in lieu thereof, cash, without interest, in an amount equal to the product of (a) such
fractional part of a share of Parent Common Stock multiplied by (b) the VWAP of Parent
Common Stock. For U.S. federal and applicable state and local income tax purposes, unless
otherwise required by a “final determination” within the meaning of Section 1313(a) of the Code

(or a similar determination under applicable state or local Law), the parties shall treat the receipt
of cash in lieu of a fractional share of Parent Common Stock as though the recipient had received
such fractional share and subsequently exchanged such fractional share for such cash in a
separately taxable transaction, but in any event the receipt of such cash shall not be treated as
consideration received in the “reorganization”.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND THE COMPANY OP

Except as set forth in (i) the Company SEC Documents filed with the U.S. Securities and
Exchange Commission (the “SEC”) on or after January 1, 2020 and publicly available prior to
the date of this Agreement (the “Filed Company SEC Documents”); provided that the
applicability of any such document to any representation or warranty is reasonably apparent on
its face, or (ii) the letter, dated as of the date of this Agreement, from the Company and the
Company OP to Parent and Parent OP (the “Company Disclosure Letter”), the Company and the
Company OP, jointly and severally, represent and warrant as of the date hereof (except to the
extent that a representation, warranty or the Company Disclosure Letter speaks as of another
date, in which case as of such date) to Parent and Parent OP that:

3.01Organization, Standing and Power.

(a)The Company is a corporation duly incorporated, validly existing and in good
standing under the Laws of the State of Maryland and has full corporate power and authority to
own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as
presently conducted. The Company is duly qualified or licensed to do business and is in good
standing (to the extent the concept is recognized by such jurisdiction) in each jurisdiction where
the nature of its business or its ownership, leasing or operation of its properties makes such
qualification or licensing necessary, except where the failure to be so qualified or licensed or to
be in good standing, individually or in the aggregate, would not reasonably be likely to have a
Company Material Adverse Effect.

(b)The Company OP is duly formed, validly existing and in good standing under the
Laws of the State of Delaware and has full limited partnership power and authority to own, lease
or otherwise hold and operate its properties and assets and to conduct its businesses as presently
conducted. The Company OP is duly qualified or licensed to do business and is in good standing
(to the extent the concept is recognized by such jurisdiction) in each jurisdiction where the nature
of its business or its ownership, leasing or operation of its properties makes such qualification or
licensing necessary, except where the failure to be so qualified or licensed or to be in good
standing, individually or in the aggregate, would not reasonably be likely to have a Company
Material Adverse Effect.

(c)Each Company Subsidiary (i) is duly organized, validly existing, in good standing
(to the extent the concept is recognized by such jurisdiction) under the Laws of the jurisdiction of
its organization, (ii) has all requisite corporate, partnership, limited liability company or other
company (as the case may be) power and authority to conduct its business as now being
conducted, and (iii) is duly qualified or licensed to do business and is in good standing (to the

extent the concept is recognized by such jurisdiction) in each jurisdiction in which the nature of
its business or the ownership, leasing or operation of its properties makes such qualification or
licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed
or to be in good standing would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect.

(d)Section 3.01(d) of the Company Disclosure Letter sets forth a true and complete
list of the Company Subsidiaries and their respective jurisdictions of incorporation or
organization, as the case may be, the jurisdictions in which the Company and the Company
Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest
held, directly or indirectly, by the Company in each Company Subsidiary, including a list of each
Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section
856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary”
within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and each
Company Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT
Subsidiary nor a Taxable REIT Subsidiary.

(e)The Company has made available to Parent (i) complete and correct copies of the
Company Articles and Company Bylaws and (ii) complete and correct copies of the
organizational documents or governing documents of each Company Subsidiary.

(f)Neither the Company nor any Company Subsidiary directly or indirectly owns
any interest or investment (whether equity or debt) in any Person (other than in the Company
Subsidiaries and investments in short-term securities).

3.02Capital Structure.

(a)The authorized capital stock of the Company consists of 999,998,000 shares of
the Company Common Stock, 1,000 shares of non-participating, non-voting convertible stock,
par value $0.01 per share (the “Company Convertible Stock”), 1,000 shares of Class A non-
participating, non-voting convertible stock, par value $0.01 per share (the “Company Class A
Convertible Stock”), and 100,000,000 shares of preferred stock, par value $0.01 per share (the
“Company Preferred Stock” and, together with the Company Common Stock, the Company
Convertible Stock and the Company Class A Convertible Stock, the “Company Capital Stock”).
At the close of business on July 23, 2021 (the “Measurement Date”), (a) 110,293,205 shares of
Company Common Stock (which includes 355,641 shares of Company Restricted Stock) were
issued and outstanding and (b) no shares of Company Convertible Stock, Company Class A
Convertible Stock or Company Preferred Stock were issued or outstanding. All issued and
outstanding shares of the Company Capital Stock are duly authorized, validly issued, fully paid
and non-assessable, and no class of Company Capital Stock is entitled to preemptive
rights. Except as set forth above, at the close of business on the Measurement Date, no shares of
capital stock or other voting securities of the Company were issued, reserved for issuance or
outstanding, except for an aggregate of 7,104,399 shares of Company Common Stock reserved
for issuance upon redemption of an aggregate of 948,785 Company Class A-2 OP Units and
6,155,614 Company Class B OP Units in accordance with the Company OP Limited Partnership
Agreement. There are no bonds, debentures, notes or other indebtedness of the Company or any
Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities

having the right to vote) on any matters on which holders of the Company Common Stock, the
Company OP Units or the general partnership interests in the Company OP may vote (“Voting
Company Debt”). Other than as set forth on Section 3.02(a) of the Company Disclosure Letter,
at the close of business on the Measurement Date, there were no options, warrants, rights,
convertible or exchangeable securities, commitments, or undertakings of any kind to which the
Company or any Company Subsidiary was a party or by which any of them was bound (i)
obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity interests in, or any
security convertible or exercisable for or exchangeable into any capital stock of or other equity
interest in, the Company or of any Company Subsidiary or any Voting Company Debt or (ii)
obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any
such option, warrant, security, commitment or undertaking. At the close of business on the
Measurement Date, (a) the Company was the sole general partner of Company OP and, as sole
general partner of Company OP, owned the entire general partnership interest in Company OP;
(b) (i) 110,293,205 Company Class A OP Units were issued and outstanding and all of such
Company Class A OP Units were owned by the Company, (ii) 948,785 Company Class A-2 OP
Units were issued and outstanding, and (iii) 6,155,614 Company Class B OP Units were issued
and outstanding; (c) no preferred units of the Company OP were issued and outstanding; (d) no
LTIP Units (as defined in the Company OP Limited Partnership Agreement) were issued and
outstanding; and (e) no other partnership interests were issued and outstanding or issuable.
There are no partners of the Company OP or holders of Company OP Units other than as set
forth on Section 3.02(a) of the Company Disclosure Letter. Section 3.02(a) of the Company
Disclosure Letter sets forth the number of partnership units held by each partner in the Company
OP. Other than the Company Class A-2 OP Units and Company Class B OP Units owned by the
limited partners of the Company OP set forth in Section 3.02(a) of the Company Disclosure
Letter, the Company directly owns all of the issued and outstanding Company OP Units of the
Company OP, free and clear of any Liens, and all Company OP Units have been duly authorized
and validly issued and are free of preemptive rights. The Conversion Factor (as defined in the
Company OP Limited Partnership Agreement) is 1.0.

(b)Except as set forth in Section 3.02(b) of the Company Disclosure Letter, as of the
close of business on the Measurement Date, there were no (i) restricted shares, restricted share
units, stock appreciation rights, performance shares, performance share units, contingent value
rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic
benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting
securities or ownership interests in, the Company or any Company Subsidiary, (ii) voting trusts,
proxies or other similar agreements or understandings to which the Company or any Company
Subsidiary was a party or by which the Company or any Company Subsidiary was bound with
respect to the voting of any shares of Company Capital Stock or any capital stock of any
Company Subsidiary, or (iii) contractual obligations or commitments of any character to which
the Company or any Company Subsidiary was a party or by which the Company or any
Company Subsidiary was bound restricting the transfer of, or requiring the registration for sale
of, any shares of Company Capital Stock or any capital stock of any Company Subsidiary.
Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-
dilutive rights or rights of first refusal or similar rights with respect to any of its capital stock or
other equity interests.

(c)Except as set forth in Section 3.02(c) of the Company Disclosure Letter, all of the
outstanding shares of capital stock or other equity interests of each Company Subsidiary are
owned by the Company, by another Company Subsidiary or by the Company and another
Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and
security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any
restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity
interests other than transfer and other restrictions under applicable federal and state securities
Laws.

(d)All dividends or other distributions on the shares of Company Common Stock and
any material dividends or other distributions on any securities of any Company Subsidiary which
have been authorized and declared prior to the date hereof have been paid in full (except to the
extent such dividends have been publicly announced and are not yet due and payable).

3.03Authority; Execution and Delivery; Enforceability.

(a)The Company and Company OP each has all requisite corporate or limited
partnership power and authority, as applicable, to execute and deliver this Agreement and,
subject to receipt of the Company Stockholder Approval, to consummate the Transactions. The
execution, delivery and performance by the Company and the Company OP of this Agreement
and the consummation by the Company and the Company OP of the Transactions have been duly
authorized by all necessary corporate action on the part of the Company and partnership action
on the part of Company OP, respectively, and no other corporate or partnership actions on the
part of the Company or the Company OP are necessary to authorize this Agreement, the Merger
or the other Transactions, subject to receipt of the Company Stockholder Approval. Each of the
Company and the Company OP has duly executed and delivered this Agreement, and, assuming
due authorization, execution and delivery by the other parties hereto, this Agreement constitutes
the legal, valid and binding obligation of each of the Company and the Company OP,
enforceable against each of the Company and the Company OP in accordance with its terms,
except that such enforceability may be (i) limited by bankruptcy, insolvency, reorganization,
moratorium and other similar Laws of general application relating to or affecting creditors’ rights
generally and (ii) subject to general equitable principles (whether considered in a proceeding in
equity or at law) (clauses (i) and (ii), the “Bankruptcy and Equity Exception”).

(b)The Company Board, at a meeting duly called and held, duly adopted resolutions
(i) approving and declaring advisable this Agreement, the Merger and the other Transactions,
(ii) determining that the terms of the Merger and the other Transactions are advisable and in the
best interests of the Company and (iii) recommending that the Company’s stockholders approve
the Company Merger.

(c)The Company, as the sole general partner of the Company OP, has adopted this
Agreement and approved the Partnership Merger and the other Transactions (the “Company OP
GP Approval”).

3.04No Conflicts; Consents.

(a)Other than as set forth in Section 3.04 of the Company Disclosure Letter, the
execution and delivery by the Company and the Company OP of this Agreement do not, and the
consummation of the Merger and the other Transactions and compliance with the terms hereof
will not, assuming receipt of the Company Stockholder Approval, conflict with, or result in any
violation or breach of or default (with or without notice or lapse of time, or both) under, or give
rise to a right of, or result in, termination, cancelation or acceleration of any obligation or the loss
of a material benefit under, or result in the creation of any Lien upon any of the properties or
assets of the Company or any Company Subsidiary under, any provision of (i) the charter,
bylaws or other organizational documents of the Company, the Company OP or any Company
Subsidiary, (ii) the Company OP Limited Partnership Agreement, (iii) any written loan or credit
agreement, debenture, contract, lease, license, indenture, note, bond, mortgage, agreement,
concession, franchise or other obligation, commitment or instrument (a “Contract”), to which the
Company or any Company Subsidiary is a party or by which any of their respective properties or
assets is bound or (iv) subject to the filings and other matters referred to in Section 3.04(b), any
federal, state, local or foreign judgment, injunction, order, writ, ruling or decree (“Judgment”) or
any federal, state, local or foreign statute, law, code, ordinance, rule or regulation (“Law”)
applicable to the Company, the Company OP or any Company Subsidiary or their respective
properties or assets, other than, in the case of clauses (iii) and (iv) above, any such items that,
individually or in the aggregate, would not reasonably be likely to have a Company Material
Adverse Effect.

(b)No consent, approval, license, permit, order or authorization (“Consent”) of, or
registration, declaration or filing with, or permit from, any U.S. federal, state, local or foreign
government or any court of competent jurisdiction, administrative, regulatory or other
governmental agency, authority or commission, other governmental authority or instrumentality
or any non-governmental self-regulatory agency, authority or commission, domestic or foreign (a
“Governmental Entity”), is required to be obtained or made by or with respect to the Company or
any Company Subsidiary in connection with the execution, delivery and performance of this
Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of
(A) the Joint Proxy Statement and of the Form S-4 and the declaration of the effectiveness of the
Form S-4, and (B) such reports under Section 13 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as may be required in connection with this Agreement, the
Merger and the other Transactions, (ii) such filings as may be required under any state securities
Laws, (iii) the filing of the Articles of Merger with and acceptance for record of the Articles of
Merger by the SDAT and the filing of appropriate documents with the relevant authorities of the
other jurisdictions in which the Company is qualified to do business, (iv) the filing of the
Partnership Certificate of Merger with the SOS and appropriate documents with the relevant
authorities of the other jurisdictions in which the Company OP is qualified to do business,
(v) such filings as may be required in connection with the Taxes described in Section 6.08, and
(vi) such other items that would not reasonably be likely to, individually or in the aggregate,
have a Company Material Adverse Effect.

3.05SEC Documents; Financial Statements; Undisclosed Liabilities.

(a)The Company has filed or furnished, as applicable, all reports, schedules, forms,
certifications, statements and other documents on a timely basis with the SEC required to be filed
or furnished, as applicable, by the Company since and including January 1, 2020 through the
date of this Agreement under the Exchange Act or the Securities Act (such documents, together
with any documents and information incorporated therein by reference and together with any
documents filed during such period by the Company with the SEC on a voluntary basis on
Current Reports on Form 8-K, the “Company SEC Documents”).

(b)As of its respective date, each Company SEC Document complied (or with
respect to Company SEC Documents filed after the date hereof, will comply) as to form in all
material respects with the requirements of the Exchange Act and the Securities Act and the rules
and regulations of the SEC promulgated thereunder applicable to such Company SEC Document,
each as in effect on the date so filed. As of their respective dates (or, if amended prior to the date
hereof, as of the date of such amendment), except to the extent revised or superseded by a later
filed Company SEC Document, none of the Company SEC Documents contained (or with
respect to Company SEC Documents filed after the date hereof, will contain) any untrue
statement of a material fact or omitted to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading.

(c)Each of the financial statements (including the related notes) of the Company
included in the Company SEC Documents complied as to form at the time it was filed in all
material respects with the applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto in effect at the time of filing, was prepared in
accordance with accounting principles generally accepted in the U.S. (“GAAP”) in all material
respects (except, in the case of unaudited financial statements, as permitted by the rules and
regulations of the SEC) applied on a consistent basis during the periods involved (except as may
be indicated in the notes thereto) and fairly presented in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the dates thereof and
the consolidated results of their operations and cash flows for the periods shown (subject, in the
case of unaudited financial statements, to normal year-end audit adjustments).


Acceptable Confidentiality Agreement			Section 5.03(a)
Agreement			Preamble
Book-Entry Shares			Section 2.03(c)(i)
Book-Entry Units			Section 2.03(e)(ii)
Bankruptcy and Equity Exception			Section 3.03(a)
Cancelled Shares			Section 2.01(b)
Capital Expenditures			Section 5.01(m)
Class A OP Unit Merger Consideration			Section 2.02(a)(ii)
Class A-2 OP Unit Merger Consideration			Section 2.02(a)(iii)
Class B OP Unit Merger Consideration			Section 2.02(a)(iv)
Closing			Section 1.03
Closing Date			Section 1.03
Code			Recitals
Company			Preamble
Company 401(k) Plan			6.04(g)


Company Adverse Recommendation Change			Section 5.03(b)
Company Alternative Acquisition Agreement			Section 5.03(b)
Company Benefit Plans			Section 3.10(a)
Company Board			Recitals
Company Capital Stock			Section 3.02(a)
Company Class A Convertible Stock			Section 3.02(a)
Company Common Stock			Section 2.01(a)(i)
Company Convertible Stock			Section 3.02(a)
Company Designees			Section 1.06(b)
Company Disclosure Letter			Article III
Company ERISA Affiliate			Section 3.10(j)
Company Expense Amount			Section 8.03(a)(C)
Company Intellectual Property			Section 3.15
Company Intervening Event			Section 5.03(b)
Company Lease			Section 3.14(d)
Company Material Contract			Section 3.16(a)
Company Merger			Recitals
Company OP			Preamble
Company OP GP Approval			Section 3.03(c)
Company Preferred Stock			Section 3.02(a)
Company Properties			Section 3.14(a)
Company Real Property Leases			Section 3.14(i)
Company Restricted Stock			Section 2.05
Company SEC Documents			Section 3.05(a)
Company Specified Action			Section 3.11
Company Takeover Proposal			Section 5.03(a)
Company Termination Fee			Section 8.01(h)
Company Title Insurance Policy			Section 3.14(f)
Confidentiality Agreement			Section 6.02
Consent			Section 3.04(b)
Contract			Section 3.04(a)
Converted Restricted Shares			Section 2.05
D&O Insurance			Section 6.05(b)
DRULPA			Recitals
Effective Time			Section 1.04(b)
End Date			Section 8.01(b)
Environmental Permits			Section 3.13(a)
ERISA			Section 3.10(a)
Exchange Act			Section 3.04(b)
Exchange Fund			Section 2.03(b)
Expenses			Section 8.03(a)(A)
Filed Company SEC Documents			Article III
Filed Parent SEC Documents			Article IV
GAAP			Section 3.05(c)
Governmental Entity			Section 3.04(b)
Indemnified Party			Section 6.05(c)


IRS			Section 3.08(a)
Merger Sub			Preamble
Judgment			Section 3.04(a)
Law			Section 3.04(a)
Leased Company Properties			Section 3.14(a)
Leased Company Property			Section 3.14(a)
Leased Parent Properties			Section 4.14(a)
Leased Parent Property			Section 4.14(a)
Letter of Transmittal			Section 2.03(c)(i)
Liens			Section 3.02(c)
Losses			Section 6.05(c)
Maryland Court			Section 9.09
Maximum Premium			Section 6.05(b)
Measurement Date			Section 3.02(a)
Merger			Recitals
MGCL			Recitals
MLLCA			Section 7.02(h)
Notice Date			Section 6.14
Owned Company Properties			Section 3.14(a)
Owned Company Property			Section 3.14(a)
Owned Parent Properties			Section 4.14(a)
Owned Parent Property			Section 4.14(a)
Parent			Preamble
Parent 401(k) Plan			Section 6.04(g)
Parent Adverse Recommendation Change			Section 5.04(b)
Parent Alternative Acquisition Agreement			Section 5.04(b)
Parent Benefit Plans			Section 4.10(b)
Parent Board			Recitals
Parent Capital Stock			Section 4.02(a)
Parent Common Stock Offering			Section 6.10(a)
Parent Designees			Section 1.06(b)
Parent Disclosure Letter			Article IV
Parent Employee Plans			Section 6.04(d)
Parent ERISA Affiliate			Section 4.10(f)
Parent Expense Amount			Section 8.03(a)(B)
Parent Intellectual Property			Section 4.15
Parent Intervening Event			Section 5.04(b)
Parent Lease			Section 4.14(d)
Parent Material Contract			Section 4.16(a)
Parent OP			Preamble
Parent OP GP Approval			Section 4.03(c)
Parent Preferred Stock			Section 4.02(a)
Parent Properties			Section 4.14(a)
Parent Real Property Leases			Section 4.14(i)
Parent SEC Documents			Section 4.05(a)
Parent Specified Action			Section 4.11


Parent Takeover Proposal			Section 5.04(a)
Parent Termination Fee			Section 8.01(i)
Parent Title Insurance Policy			Section 4.14(f)
Partnership Certificate of Merger			Section 1.04(a)
Partnership Merger			Recitals
Partnership Merger Effective Time			Section 1.04(a)
Paying Agent			Section 2.03(a)
Paying Agent Agreement			Section 2.03(a)
Permit			Section 3.12
Qualifying Income			Section 8.03(e)(i)
REIT			Section 3.08(b)
REIT Dividend			Section 6.12
Related Party			Section 8.03(d)
SDAT			Section 1.04(b)
SEC			Article III
Securities Act			Section 3.16(a)(i)
Share			Section 2.01(a)(i)
Share Merger Consideration			Section 2.01(a)(i)
SOS			Section 1.04(a)
Superior Company Proposal			Section 5.03(a)
Superior Parent Proposal			Section 5.04(a)
Surviving Company			Section 1.01(b)(ii)
Tax Returns			Section 3.08(a)
Termination Date			Section 8.01
Termination Payee			Section 8.03(e)(i)
Termination Payor			Section 8.03(e)(i)
Transactions			Recitals
Transfer Taxes			Section 6.08
Unit Merger Consideration			Section 2.02(a)(ii)
Voting Company Debt			Section 3.02(a)
Voting Parent Debt			Section 4.02(a)


INDEPENDENCE REALTY TRUST, INC.


by:			/s/ James J. Sebra
			Name: James J. Sebra
			Title: Chief Financial Officer


INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP

By:			INDEPENDENCE REALTY TRUST, INC.,
its General Partner


by:			/s/ James J. Sebra
			Name: James J. Sebra
			Title: Chief Financial Officer


IRSTAR SUB, LLC

By:			INDEPENDENCE REALTY TRUST, INC.,
its Sole Member


by:			/s/ James J. Sebra
			Name: James J. Sebra
			Title: Chief Financial Officer


Exhibits			Description

2.1			Agreement and Plan of Merger, dated as of July 26, 2021, by and among Independence Realty Trust, Inc., Independence Realty Operating Partnership, LP, IRSTAR Sub, LLC, Steadfast Apartment REIT, Inc. and Steadfast Apartment REIT Operating Partnership, L.P.*
10.1			Indemnity Letter
10.2			Amendment No. 2 to Employment Agreement
99.1			Joint Investor Presentation.
99.2			Joint Press Release relating to the Mergers.
99.3			Stockholder Letter.
99.4			Broker Dealer Communication.
99.5			Employee FAQ.
99.6			Employee Communication.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).


STEADFAST APARTMENT REIT, INC.


by:			/s/ Rodney F. Emery
			Name: Rodney F. Emery
			Title: Chief Executive Officer


STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P.

By:			STEADFAST APARTMENT REIT, INC.
its General Partner


by:			/s/ Rodney F. Emery
			Name: Rodney F. Emery
			Title: Chief Executive Officer


By:			/s/ Ella S. Neyland
			Name: Ella S. Neyland
			Title: President, Chief Financial Officer and Treasurer


By:			/s/ Gustav F. Bahn
Name:			Gustav F. Bahn
Title:			Chief Legal Officer


By:			/s/ Rodney F. Emery
Name:			Rodney F. Emery
Title:			Chief Executive Officer


STAR/IRT Merger Announcement: Broker Dealer and Financial Professional Email


Not applicable


By:			/s/ Ryan McCord
			Ryan McCord, President


Correspondence to Employees