0001104659-13-081232 Sample Contracts

INVESTOR RIGHTS AGREEMENT BY AND AMONG GAMING AND LEISURE PROPERTIES, INC. and FIF V PFD LLC Dated as of November 1, 2013
Investor Rights Agreement • November 5th, 2013 • Gaming & Leisure Properties, Inc. • Real estate investment trusts • New York

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered this 1st day of November, 2013, between Gaming and Leisure Properties, Inc., a Pennsylvania corporation (the “Company”) and FIF V PFD LLC (“Holder”).

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EXCHANGE AGREEMENT
Exchange Agreement • November 5th, 2013 • Gaming & Leisure Properties, Inc. • Real estate investment trusts • Pennsylvania

This EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of October 30, 2013, by and among Peter M. Carlino, in his individual capacity (the “Stockholder”), the Commonwealth Trust Company, Trustee of the PMC Delaware Dynasty Trust dated September 25, 2013(collectively, the “Trust Stockholder”), Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), and Gaming and Leisure Properties, Inc., a Pennsylvania corporation and wholly-owned subsidiary of the Company (“GLPI”). Capitalized terms used but not defined in the following recitals shall have the respective meanings ascribed thereto in Section 1.1 of this Agreement.

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