TAX PROTECTION AGREEMENTTax Protection Agreement • July 19th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • Delaware
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of July 19, 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.
17,000,000 Shares PHILLIPS EDISON & COMPANY, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), and Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), propose, subject to the conditions set forth in this agreement (this “Agreement”), that the Company issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 17,000,000 shares of its common stock, par value $0.01 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 2,550,000 shares of its common stock, par value $0.01 per share (the “Additional Shares”), if and to the extent that Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the offering (collectively, the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such
