TIME-BASED LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • July 7th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • Maryland
Pursuant to the Phillips Edison & Company, Inc. 2020 Omnibus Incentive Plan, as amended (the “Plan”), and the Fourth Amended and Restated Limited Partnership Agreement, as amended (the “LP Agreement”), of Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Partnership”), Phillips Edison & Company, Inc. (the “Company”), through its wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, as general partner of the Partnership, hereby grants an award of the number of Class B Units (as defined in the LP Agreement, hereinafter, “LTIP Units”) set forth on Exhibit A hereto (an “Award”) to the Grantee set forth on Exhibit A having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the LP Agreement. Capitalized terms in this award agreement (this “Agreement”) shall have the meaning specified in the Plan, unless a different meaning is specified herein.
TAX PROTECTION AGREEMENTTax Protection Agreement • July 7th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • Delaware
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of [•], 2021 (the “Signing Date”), by and among Phillips Edison & Company, Inc., a Maryland corporation (the “REIT”), Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership”), Jeffrey S. Edison (“Edison”), Devin I. Murphy (“Murphy”), Robert F. Myers (“Myers”) and each other signatory hereto identified as a Protected Partner on Schedule I, as amended from time to time.
Shares PHILLIPS EDISON & COMPANY, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
The undersigned understands that Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”), of shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 7th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 16, 2018 (this “Amendment”), is entered into among Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Borrower”), Phillips Edison & Company, Inc. (f/k/a Phillips Edison Grocery Center REIT I, Inc.), a Maryland corporation (the “Parent Entity”), the Lenders party hereto and Capital One, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”).
Restricted Stock Award Agreement Phillips Edison & Company, Inc. Grantee: [______] No. of Shares: [______] [Month day, Year]Restricted Stock Award Agreement • July 7th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • Maryland
This Restricted Stock Award Agreement (the “Agreement”) evidences the award of [______] shares of Restricted Stock (each, an “Award Share,” and collectively, the “Award Shares”) of the Stock (as adjusted pursuant to Article 15 of the Plan) of Phillips Edison & Company, Inc., a Maryland corporation (the “Company”) to the undersigned (“you” or the “Grantee”). This award was approved by the Compensation Committee of the Company’s Board of Directors and granted on [________, _____] (the “Grant Date”). This grant was made pursuant to the Phillips Edison & Company, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), and, in addition to being conditioned on your service as of the Grant Date, is also conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 7th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts
Pursuant to the Phillips Edison & Company, Inc. 2020 Omnibus Incentive Plan, as amended (the “Plan”), Phillips Edison & Company, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units set forth on Exhibit A hereto (an “Award”) to the Grantee set forth on Exhibit A. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company. Capitalized terms in this award agreement (this “Agreement”) shall have the meaning specified in the Plan, unless a different meaning is specified herein.
