Form of Restricted Stock Award Certificate for Eligible Officers under the Independence Realty Trust, Inc. 2022 Long Term Incentive Plan

The above-described special treatment upon a Qualified Termination is conditioned on your (or, if the case of your death, your estate’s) execution of a general release of claims against the Company and its affiliates in a form prescribed by the Company and to such release becoming irrevocable within 60 days after such termination. If this release requirement is not timely satisfied, all RSUs that would otherwise vest as a result of such termination will instead be forfeited and you (or your estate, as applicable) will have no further rights with respect thereto.

For purposes of this section “Retirement” shall mean your voluntary separation of employment following satisfaction of the “Rule of 70.” The Rule of 70 shall be satisfied if (1) you complete at least 15 years of service with the Company or its related entities; (2) you attain of age 55; and (3) your combined age and years of service with the Company or its related entities equals at least 70. Solely for purposes of clauses (1) and (3) above, Steadfast Apartment REIT, Inc. and RAIT Financial Trust will be deemed “related entities” with respect to the Company. A separation will only be considered a Retirement if Cause does not exist for your termination and you (i) provided at least six months’ advanced notice to the Company of such separation, (ii) execute, within 60 days following such separation, a non-compete and non-solicitation agreement with a duration of up to three years and that is otherwise in a form prescribed by the Company, and (iii) execute a general release of claims against the Company and its affiliates in a form prescribed by the Company, which release must become irrevocable within 60 days following such separation. Any of the above conditions (i) through (iii) may be waived or modified at the sole discretion of the Committee.

If all of the foregoing requirements are not timely satisfied, all RSUs that would otherwise vest as a result of such separation will instead be forfeited and you (or your estate, as applicable) will have no further rights with respect thereto.

The above notwithstanding, if (i) the RSUs are deferred compensation subject to Section 409A of the Code, and (ii) the vesting of RSUs occurs on an accelerated basis (whether due to Retirement, Qualifying Termination, pursuant to Section 3(f)(ii)(A) of the Plan or otherwise), then payment will be made in respect of the vested RSUs (and any amounts credited to your Dividend Equivalent Account in respect of such vested RSUs) within two and one-half months following the earlier of (x) the date such RSUs were otherwise scheduled to vest in the ordinary course, or (y) the date of your death.

If the Committee determines to settle any vested RSU in cash, the amount payable in respect of that RSU will be the Fair Market Value on the first day of the two and one-half month period during which payment is to be made in respect of such RSU.

Notwithstanding any contrary provision of the Plan or this Agreement, the delivery of Shares or cash hereunder will be delayed to the extent necessary to comply with Treas. Reg. § 1.409A-3(i)(2) and may only be accelerated to the extent permitted by Section 409A of the Code.

The Company may unilaterally accelerate payment hereunder in connection with a termination of this arrangement conducted in a manner consistent with the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix).

To the extent provided in Treas. Reg. § 1.409A-1(b)(4)(ii) or any successor provision, the Company may delay settlement of RSUs if it reasonably determines that such settlement would violate federal securities laws or any other applicable law

To the extent that any payment under this Award is conditioned on the effectiveness of a release of claims, such payment will not be made before the release has become irrevocable. In addition, to the extent that any payment under this Award is conditioned on the effectiveness of a release of claims and the period you are afforded to consider the release spans two calendar years, payment will not commence prior to the second calendar year.

The Award is intended to be exempt from or compliant with the requirements of Section 409A of the Code and should be interpreted accordingly. Nonetheless, the Company does not guarantee the tax treatment of the Award.