0001347523-15-000016 Sample Contracts

TAX PROTECTION AGREEMENT (ENA and JLCo — Replacement for Magnolia Glen Tax Protection Agreement)
Tax Protection Agreement • June 3rd, 2015 • Landmark Apartment Trust, Inc. • Real estate investment trusts • New York

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2015 by and among LANDMARK APARTMENT TRUST, INC., a Maryland corporation (the “REIT”), LANDMARK APARTMENT TRUST HOLDINGS, LP, a Virginia limited partnership (the “Partnership”), and ELCO NORTH AMERICA INC., a Delaware corporation (“ENA”), and the persons named on Schedule 2.1(a) under the heading JLCo Distributees (together with ENA, the “Protected Partners”). This Agreement will automatically become effective upon the closing of the Magnolia Glen Transaction (as defined in the Magnolia Glen TPA Amendment (as defined below)), subject to satisfaction of the conditions set forth in the Magnolia Glen TPA Amendment (the date of such effectiveness, the “Effective Date”).

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AMENDMENT, WAIVER, AND TERMINATION OF TAX PROTECTION AGREEMENT (Magnolia Glen—ENA and JLCo)
Protection Agreement • June 3rd, 2015 • Landmark Apartment Trust, Inc. • Real estate investment trusts • New York

THIS AMENDMENT, WAIVER, AND TERMINATION OF TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as May 28, 2015 by and among LANDMARK APARTMENT TRUST, INC., a Maryland corporation (the “REIT”), LANDMARK APARTMENT TRUST HOLDINGS, L.P., a Virginia limited partnership (the “Partnership”), ELCO LANDMARK AT BIRMINGHAM MANAGEMENT, LLC, a Delaware limited liability company (the “Contributor”), ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (“ELRH”), ELCO NORTH AMERICA INC., a Delaware corporation (“ENA”), JLCO, LLC, a Florida limited liability company (“JLCo”) and the persons named on Exhibit B hereto (the “JLCo Distributees”).

AMENDMENT, WAIVER, AND TERMINATION OF TAX PROTECTION AGREEMENT (Magnolia Glen—Legacy)
Protection Agreement • June 3rd, 2015 • Landmark Apartment Trust, Inc. • Real estate investment trusts • New York

THIS AMENDMENT, WAIVER, AND TERMINATION OF TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as May 28, 2015 by and among LANDMARK APARTMENT TRUST, INC., a Maryland corporation (the “REIT”), LANDMARK APARTMENT TRUST HOLDINGS, L.P., a Virginia limited partnership (the “Partnership”), and LEGACY GALLERIA LLC, a Delaware limited liability company (the “Contributor”).

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