0001193125-18-153015 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Spirit MTA REIT, a Maryland trust (the “Company”), and (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , 2018 by and among Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), and Spirit Realty, L.P., a Delaware limited partnership (the “Initial Holder”).

ASSET MANAGEMENT AGREEMENT dated as of , 2018 between SPIRIT MTA REIT and SPIRIT REALTY, L.P.
Asset Management Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York

THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of , 2018 by and between Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), and Spirit Realty, L.P., a Delaware limited partnership (together with its permitted assignees, the “Manager”).

SEPARATION AND DISTRIBUTION AGREEMENT by and between SPIRIT REALTY CAPITAL, INC. and SPIRIT MTA REIT dated as of
Separation and Distribution Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [🌑], 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (“SRC”), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (“SMTA”). SRC and SMTA are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

INSURANCE SHARING AGREEMENT Dated as of , 2018
Insurance Sharing Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York

THIS PROPERTY INSURANCE SHARING AGREEMENT (this “Agreement”) is entered into as of , 2018 by and among SPIRIT REALTY, L.P., a Delaware limited partnership (“Manager”), SPIRIT REALTY CAPITAL, INC., a Maryland corporation (together with its subsidiaries, “Spirit”), and SPIRIT MTA REIT, a Maryland real estate investment trust (together with its subsidiaries, “SMTA”). Spirit and SMTA are each referred to as an “Insured Entity” and, collectively, as the “Insured Entities”.

TAX MATTERS AGREEMENT by and between SPIRIT REALTY CAPITAL, INC. and SPIRIT MTA REIT dated as of
Tax Matters Agreement • May 4th, 2018 • Spirit MTA REIT • Real estate investment trusts • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [🌑], 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (“SRC”), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (“SMTA”). SRC and SMTA are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1 of this Agreement.

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