0001144204-17-052047 Sample Contracts

TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 11th, 2017 • Phillips Edison Grocery Center Reit I, Inc. • Real estate investment trusts • Delaware

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of October 4, 2017, by and among Phillips Edison Grocery Center REIT I, Inc., a Maryland corporation (the “REIT”), Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule I, as amended from time to time.

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EQUITY HOLDER AGREEMENT
Equity Holder Agreement • October 11th, 2017 • Phillips Edison Grocery Center Reit I, Inc. • Real estate investment trusts • Delaware

This EQUITY HOLDER AGREEMENT (this “Agreement”) is entered into as of October 4, 2017, by and among Phillips Edison Grocery Center REIT I, Inc., a Maryland corporation (the “REIT”), Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership”), and each of the individuals signatory hereto (each, an “Equity Holder” and, collectively, the “Equity Holders”).

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P.
Phillips Edison Grocery Center Reit I, Inc. • October 11th, 2017 • Real estate investment trusts • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of October 4, 2017, is entered into among PHILLIPS EDISON GROCERY CENTER OP GP I, LLC, a Delaware limited liability company, as general partner (the “General Partner”), PHILLIPS EDISON GROCERY CENTER REIT I, INC., a Maryland corporation, as Limited Partner (the “Initial Limited Partner) and the Limited Partners party hereto from time to time.

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