SUPPORT AGREEMENTSupport Agreement • June 7th, 2021 • Williams Chad L. • Real estate investment trusts • Maryland
This Support Agreement (this “Agreement”), dated as of June 7, 2021, is entered into by and between Volt Upper Holdings LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, together, the “Stockholders”).
Volt Upper Holdings LLC Volt Lower Holdings LLC Volt Acquisition LP c/o The Blackstone Group, Inc. 345 Park Avenue New York, NY 10154 Ladies and Gentlemen:Williams Chad L. • June 7th, 2021 • Real estate investment trusts
Reference is made to (i) that certain Agreement and Plan of Merger dated as of June 7, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the QTS Realty Trust, Inc. (the “Company”), QualityTech, LP (the “Partnership”), Volt Upper Holdings LLC (“Parent”), Volt Lower Holdings LLC (“Merger Sub I”) and Volt Acquisition LP (“Merger Sub II” and, together with Merger Sub I and Parent, the “Parent Entities”), pursuant to which (x) the Company shall be merged with and into Merger Sub I, with Merger Sub I continuing as the surviving entity (the “Surviving Company”), (y) Merger Sub II shall be merged with and into the Partnership, with the Partnership continuing as the surviving entity (the “Surviving Partnership”) and (z) the Surviving Company shall be the sole general partner of the Surviving Partnership; and (ii) that certain Tax Protection Agreement dated as of October 15, 2013 (as amended, restated, supplemented or otherwise
