0001193125-13-379099 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 26th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of September 25, 2013, by and between QTS Realty Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and William O. Grabe (the “Indemnitee”).

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QTS Realty Trust, Inc. Class A Common Stock $0.01 par value per share Underwriting Agreement
Underwriting Agreement • September 26th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • New York

QTS Realty Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Jefferies LLC are acting as representatives (the “Representatives”), an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares,” and together with the Firm Shares, the “Shares”) of Class A common stock, $0.01 par value per share (“Stock”) of the Company.

CLASS B STOCK PURCHASE AGREEMENT
Class B Stock Purchase Agreement • September 26th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS CLASS B STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 25, 2013, by and between Quality Technology Group, LLC, a Kansas limited liability company (“QTG”), and QTS Realty Trust, Inc., a Maryland corporation (“QTS REIT”).

MERGER AGREEMENT
Merger Agreement • September 26th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS MERGER AGREEMENT (including all exhibits and schedules hereto, this “Agreement”) is dated September 19, 2013 and entered into by and between GENERAL ATLANTIC REIT, INC., a Maryland corporation (“GA REIT”), GA QTS INTERHOLDCO, LLC, a Delaware limited liability company (the “GA Stockholder” and together with GA REIT, the “GA Entities”), and QTS REALTY TRUST, INC., a Maryland corporation formed to be the successor to GA REIT (“QTS REIT”).

CONTRIBUTION AGREEMENT
Contribution Agreement • September 26th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 19, 2013, by and between Chad L. Williams (“Williams”), an individual resident of the State of Kansas, and QualityTech, LP, a Delaware limited partnership (the “Partnership”).

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