Common use of Right to Designate Clause in Contracts

Right to Designate. (a) Notwithstanding anything to the contrary contained in this Agreement, the Purchaser may designate, pursuant to Article 1401 of the Code, among the Purchaser Subsidiaries the Person(s) which will purchase any or all of the European Associated Assets and Liabilities. The Purchaser shall exercise such right to designate within and not later 5 (five) Business Days prior to the Completion Date; provided, however, that: (i) any such designation shall be made in writing and shall be accompanied by the acceptance of the designated Person; and (ii) no such designation shall relieve the Purchaser of any of its obligations to the Vendors hereunder, and further provided that in the event of total or even partial election of the person or persons to be a purchaser under this Agreement, the term "Purchaser" shall automatically include such Persons for all the purposes of this Agreement and any Person being the Purchaser shall severally assume any obligation and liability hereunder and shall be severally entitled to exercise any right hereunder also on behalf of any other Purchaser being Purchaser hereunder. (b) Pursuant to provisions set forth in Paragraph (a) above, the Purchaser hereby designates, subject to the transfer to the Purchaser of the Shares, (i) the Italian Newco as the purchasing Person of the USA Shares and the Residual Inventory, and (ii) each of the Purchaser's Subsidiary as the purchasing Person of the European Associated Assets and Liabilities located in the same jurisdiction of incorporation of each Purchaser's Subsidiary, except with respect to the Netherlands, where the respective European Assets and Liabilities shall be purchased by Italian Newco, it being understood and agreed that the Purchaser shall deliver the relevant written acceptances of the Purchaser Subsidiaries so designated not later than 5 (five) Business Days prior to the Completion Date.

Right to Designate. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates (each, a “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such Designee may assume such obligations. Counterparty hereby agrees (a) Notwithstanding anything to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of our agreement between Dealer and Counterparty hereunder, by signing and returning this Master Confirmation. Yours faithfully, By: /s/ S▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director Agreed and accepted by: By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President - Capital Markets If Counterparty delivers Unregistered Settlement Shares pursuant to Section 12 above (a “Private Placement Settlement”), then: (a) all Unregistered Settlement Shares shall be delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the contrary contained in this Agreement, exemption from the Purchaser may designate, pursuant to Article 1401 registration requirements of the Code, among the Purchaser Subsidiaries the Person(sSecurities Act provided by Section 4(a)(2) which will purchase any thereof; (b) as of or all of the European Associated Assets and Liabilities. The Purchaser shall exercise such right to designate within and not later 5 (five) Business Days prior to the Completion Datedate of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); (c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and obligations to use best efforts to obtain customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses in connection with such resale, including all commercially reasonable fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; providedand (d) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), howeverCounterparty shall, that: if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably satisfactory to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Unregistered Settlement Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Unregistered Settlement Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Unregistered Settlement Shares. If Counterparty delivers any Unregistered Settlement Shares in respect of a Transaction, Counterparty agrees that (i) any such designation shall Shares may be made in writing transferred by and shall be accompanied by the acceptance of the designated Person; among Dealer and its affiliates and (ii) no after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such designation shall relieve Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Purchaser Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of its obligations to the Vendors hereundercounsel, and further provided that in the event of total notice or even partial election of the person any other document, any transfer tax stamps or persons to be a purchaser under this Agreement, the term "Purchaser" shall automatically include such Persons for all the purposes of this Agreement and any Person being the Purchaser shall severally assume any obligation and liability hereunder and shall be severally entitled to exercise any right hereunder also on behalf payment of any other Purchaser being Purchaser hereunderamount or any other action by Dealer (or such affiliate of Dealer). To: AvalonBay Communities, Inc. From: M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Re: Issuer Share Forward Sale Transaction Date: [________], 20[__] Dear Sir(s): The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC (b“Dealer”) Pursuant to provisions set forth in Paragraph and AvalonBay Communities, Inc. (a“Counterparty”) above(together, the Purchaser hereby designates“Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below. 1. This Supplemental Confirmation supplements, forms part of, and is subject to the transfer Master Confirmation dated as of April 6, 2022 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Purchaser Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 2. The terms of the Shares, (i) the Italian Newco Transaction to which this Supplemental Confirmation relates are as the purchasing Person of the USA Shares and the Residual Inventory, and (ii) each of the Purchaser's Subsidiary as the purchasing Person of the European Associated Assets and Liabilities located in the same jurisdiction of incorporation of each Purchaser's Subsidiary, except with respect to the Netherlands, where the respective European Assets and Liabilities shall be purchased by Italian Newco, it being understood and agreed that the Purchaser shall deliver the relevant written acceptances of the Purchaser Subsidiaries so designated not later than 5 (five) Business Days prior to the Completion Date.follows:

Right to Designate. Dresser may designate one or more Person(s) to become a Party to this Agreement and any applicable Ancillary document and to purchase and pay for the Shares in accordance with the terms hereof; provided that anything in Article 1403 of the Italian Civil Code to the contrary notwithstanding, such designation is made in compliance with the following provisions: (a) Notwithstanding anything each designation will be sufficiently made if notified in writing to Seller together with the contrary contained in this Agreement, the Purchaser may designate, pursuant to Article 1401 written acceptance (when needed) of the Code, among the Purchaser Subsidiaries the Person(s) which will purchase so designated; (b) any or all designation pursuant hereto may be notified to Seller (under penalty of the European Associated Assets and Liabilities. The Purchaser shall exercise such right to designate within and forfeiture) not later 5 than five (five5) Business Days prior to the Completion Closing Date; (c) each designee will be an Affiliate of Dresser; and (d) Dresser will be jointly and severally liable with any Person(s) designated pursuant to this Section 2.14 in respect of the punctual and exact performance by such Person(s) of the duties and obligations arising under or in connection with this Agreement and any applicable Ancillary Document; provided, however, that: that if the designee is First Reserve Fund IX, L.P. (i) any such designation the “Permitted Assignee”), Seller and Permitted Assignee shall be made execute a novation in writing and shall be accompanied by the acceptance favor of the designated Person; and (ii) no such designation shall relieve the Purchaser of any of Dresser, releasing Dresser in full from its obligations hereunder and any applicable Ancillary Document from and after the Closing Date and accepting such assignee as a Party to the Vendors hereunder, and further provided that in the event of total or even partial election of the person or persons to be a purchaser under this Agreement, the term "Purchaser" shall automatically include such Persons for all the purposes of this Agreement and any Person being applicable Ancillary Document. In such novation instrument, Dresser (but not the Purchaser Permitted Assignee) shall severally assume also fully release Seller from any obligation and liability hereunder and shall be severally entitled to exercise any right hereunder also on behalf of any other Purchaser being Purchaser liabilities or obligations hereunder. (b) Pursuant to provisions set forth in Paragraph (a) above, the Purchaser hereby designates, subject to the transfer to the Purchaser of the Shares, (i) the Italian Newco as the purchasing Person of the USA Shares and the Residual Inventory, and (ii) each of the Purchaser's Subsidiary as the purchasing Person of the European Associated Assets and Liabilities located in the same jurisdiction of incorporation of each Purchaser's Subsidiary, except with respect to the Netherlands, where the respective European Assets and Liabilities shall be purchased by Italian Newco, it being understood and agreed that the Purchaser shall deliver the relevant written acceptances of the Purchaser Subsidiaries so designated not later than 5 (five) Business Days prior to the Completion Date.