0000077281-15-000019 Sample Contracts

TAX PROTECTION AGREEMENT
Tax Protection Agreement • April 1st, 2015 • Pennsylvania Real Estate Investment Trust • Real estate investment trusts • New York

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of March, 2015 (the “Closing Date”), by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (the “Partnership”), PR SPRINGFIELD TOWN CENTER LLC, a Delaware limited liability company (“Designee”), FRANCONIA TWO, L.P., a Virginia limited partnership (“Contributor”) and VORNADO REALTY L.P., a Delaware limited partnership (“VRLP”, and together with Contributor, the Partnership and Designee, the “Parties” and each, a “Party”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG PENNSYLVANIA REAL ESTATE INVESTMENT TRUST FRANCONIA TWO, L.P.
Registration Rights Agreement • April 1st, 2015 • Pennsylvania Real Estate Investment Trust • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 31st day of March, 2015, among PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Company”), FRANCONIA TWO, L.P., a Virginia limited partnership (“Franconia”), the Permitted Transferees (as defined below) of Franconia who become party hereto in accordance with this Agreement (Franconia and such entities or Permitted Transferees are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”) and, solely for purposes of Section 7.1, PREIT ASSOCIATES L.P., a Delaware limited partnership (the “Partnership”).

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