AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 7, 2021 BY AND AMONG QTS REALTY TRUST, INC., QUALITYTECH, LP, VOLT UPPER HOLDINGS LLC, VOLT LOWER HOLDINGS LLC AND VOLT ACQUISITION LPMerger Agreement • June 7th, 2021 • QTS Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 7, 2021 is by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), Volt Upper Holdings LLC, a Delaware limited liability company (“Parent”), Volt Lower Holdings LLC, a Delaware limited liability company (“Merger Sub I”), Volt Acquisition LP, a Delaware limited partnership (“Merger Sub II”), and QualityTech, LP, a Delaware limited partnership (the “Partnership”).
Volt Upper Holdings LLC Volt Lower Holdings LLC Volt Acquisition LP c/o The Blackstone Group, Inc. 345 Park Avenue New York, NY 10154 Ladies and Gentlemen:Merger Agreement • June 7th, 2021 • QTS Realty Trust, Inc. • Real estate investment trusts
Reference is made to (i) that certain Agreement and Plan of Merger dated as of June 7, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the QTS Realty Trust, Inc. (the “Company”), QualityTech, LP (the “Partnership”), Volt Upper Holdings LLC (“Parent”), Volt Lower Holdings LLC (“Merger Sub I”) and Volt Acquisition LP (“Merger Sub II” and, together with Merger Sub I and Parent, the “Parent Entities”), pursuant to which (x) the Company shall be merged with and into Merger Sub I, with Merger Sub I continuing as the surviving entity (the “Surviving Company”), (y) Merger Sub II shall be merged with and into the Partnership, with the Partnership continuing as the surviving entity (the “Surviving Partnership”) and (z) the Surviving Company shall be the sole general partner of the Surviving Partnership; and (ii) that certain Tax Protection Agreement dated as of October 15, 2013 (as amended, restated, supplemented or otherwise
SUPPORT AGREEMENTSupport Agreement • June 7th, 2021 • QTS Realty Trust, Inc. • Real estate investment trusts • Maryland
This Support Agreement (this “Agreement”), dated as of June 7, 2021, is entered into by and between Volt Upper Holdings LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, together, the “Stockholders”).
