0001193125-13-402223 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 17th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2013 by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), QualityTech GP, LLC, a Delaware limited liability company ( “Quality GP”), and GA QTS Interholdco, LLC, a Delaware limited liability company (the “Holder”).

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FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUALITYTECH, LP October 15, 2013
QTS Realty Trust, Inc. • October 17th, 2013 • Real estate investment trusts • Delaware

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of October 15, 2013, is entered into by and among QTS Realty Trust, Inc., a Maryland corporation, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in QualityTech, LP (the “Partnership”) as provided herein.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 17th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2013 by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), and the Persons listed on Schedule I hereto (the “Holders,” and each individually, a “Holder”).

LIMITED JOINDER AGREEMENT
Limited Joinder Agreement • October 17th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • New York

THIS LIMITED JOINDER AGREEMENT (“Joinder Agreement”) is executed as of October 15, 2013, by QTS REALTY TRUST, INC., a Maryland corporation (“REIT”), and delivered to REGIONS BANK, as Agent, pursuant to §7.24 of the Credit Agreement dated as of December 21, 2012, as from time to time in effect (the “Credit Agreement”), among the Borrowers, Regions Bank, for itself and as Agent, and the other Lenders from time to time party thereto and the other parties thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

LIMITED JOINDER AGREEMENT
Limited Joinder Agreement • October 17th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Georgia

THIS LIMITED JOINDER AGREEMENT (“Joinder Agreement”) is executed as of October 15, 2013, by QTS REALTY TRUST, INC., a Maryland corporation (“REIT”), and delivered to KeyBank National Association, as Agent, pursuant to §7.12 of the Second Amended and Restated Credit Agreement dated as of May 1, 2013, as from time to time in effect (the “Credit Agreement”), among the Borrower, KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 17th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2013 by and among QTS REALTY TRUST, INC., a Maryland corporation (the “REIT”), QUALITYTECH, LP, a Delaware limited partnership (the “Partnership”), and each Protected Partner identified as a signatory on Schedule 2.1(a), as amended from time to time.

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