0001615774-19-007147 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between Postal Realty Trust, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).

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Agreement of PURCHASE AND SAle
Agreement of Purchase and Sale • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

This AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of ____, 2019 by and between Rosalind Spodek (the “Seller”) and Postal Realty Trust, Inc., a Maryland corporation (the “REIT”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

THIS EMPLOYMENT AGREEMENT, effective as of the Effective Date (as hereinafter defined) between POSTAL REALTY TRUST, INC., a Maryland corporation (the "Company"), and Jeremy Garber (the "Executive"), recites and provides as follows:

CONTRIBUTION AGREEMENT
Contribution Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of __________, 2019 by and among NPM Holdings, Inc., a Delaware corporation (“Contributor”), Postal Realty LP, a Delaware limited partnership (the “Operating Partnership”), and Postal Realty Trust, Inc., a Maryland corporation (the “REIT”), the sole general partner of the Operating Partnership.

Shares POSTAL REALTY TRUST, INC. Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

Postal Realty Trust, Inc., a Maryland corporation (the “Company”), and Postal Realty LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), agree with Stifel, Nicolaus & Company, Incorporated (“Stifel”), Janney Montgomery Scott LLC (“Janney”) and BMO Capital Markets Corp. (“BMO”), as representatives (the “Representatives”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters [_____] shares (the “Firm Securities”) of its Class A common stock, par value $0.01 per share (the “Common Stock” or “Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [_______] additional Securities (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.”

TAX INDEMNIFICATION AGREEMENT
Tax Indemnification Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

TAX INDEMNIFICATION AGREEMENT, dated as of May [∙], 2019 (the “Agreement”), between Postal Realty Trust, Inc. (the “Company”), United Properties Holding, Inc. (“UPH”), United Post Office Investments, Inc. (“UPOI”), and Andrew Spodek (the “Stockholder”).

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of May ___, 2019, and is effective as of the Closing Date (as defined herein), by and among Postal Realty Trust, Inc., a Maryland corporation (the “REIT”), Postal Realty LP, a Delaware limited partnership and subsidiary of the REIT (the “Operating Partnership”, and together with the REIT, the “Acquirer”), and Andrew Spodek (the “Principal”). Certain capitalized terms used herein are defined in Section 4.2 hereof.

AGREEMENT and plan of merger BY AND AMONG Postal Realty Trust, INC., UPH MERGER sub LLC, United postal holding, Inc. and andrew spodek
Agreement and Plan of Merger • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May __, 2019, by and among Postal Realty Trust, Inc. a Maryland corporation (the “REIT”), UPH Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the REIT (“Merger Subsidiary”), United Postal Holding, Inc., a Tennessee corporation (the “Company”), and Andrew Spodek, an individual, recites and provides as follows:

POSTAL REALTY TRUST, INC. NOTICE OF LTIP UNIT AWARD
Ltip Unit Award Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • Delaware

Subject to the terms and conditions of this Notice of LTIP Unit Award (this "Notice"), the LTIP Unit Award Agreement attached hereto (the "Award Agreement"), the Postal Realty Trust, Inc. 2019 Equity Incentive Plan (the "Plan"), and the First Amended and Restated Agreement of Limited Partnership of Postal Realty LP, dated as of _______, 2019, as amended from time to time (the "Partnership Agreement"), Postal Realty Trust, Inc., a Maryland corporation (the "Company"), as the sole general partner of Postal Realty LP (the "Partnership"), hereby grants the below individual (the "Participant") the below number of LTIP Units. Unless otherwise specifically indicated, capitalized terms used in this Notice but not otherwise defined herein shall have their respective meanings set forth in the Award Agreement or the Plan.

FORM OF third party PROPERTY MANAGEMENT AGREEMENT
Management Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

This PROPERTY MANAGEMENT AGREEMENT (this “Management Agreement”) is made and entered into as of this [∙] of [∙], 20[∙], by and among [∙] (“Owner”), and POSTAL REALTY MANAGEMENT TRS, LLC, a Delaware limited liability company (the “Manager”).

POSTAL REALTY TRUST, INC. NOTICE OF STOCK AWARD
Stock Award Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

Subject to the terms and conditions of this Notice of Stock Award (this "Notice"), the Stock Award Agreement attached hereto (the "Award Agreement"), and the Postal Realty Trust, Inc. 2019 Equity Incentive Plan (the "Plan"), the below individual (the "Participant") is hereby granted the below number of shares of Common Stock (the "Covered Shares") in Postal Realty Trust, Inc., a Maryland corporation (the "Company"). Unless otherwise specifically indicated, all terms used in this Notice have the meanings set forth in the Award Agreement or the Plan.

TAX PROTECTION AGREEMENT
Tax Protection Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2019 by and among Postal Realty LP, a Delaware limited partnership (the “Partnership”), Postal Realty Trust, Inc., a Maryland corporation (the “REIT”), and the sole general partner of the Partnership, and Andrew Spodek, Tayaka Holdings, LLC, and IDJ Holdings, LLC, as contributors (the “Contributors”) (together with the Partnership and the REIT, the “Parties”).

RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts

THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), dated this ____ day of _______________, 2019 (the “Effective Date”), by and between Rosalind Spodek (the “Grantor”) and POSTAL REALTY TRUST, INC. a Maryland corporation (the “Grantee”), recites and provides:

CONTRIBUTION AGREEMENT
Contribution Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • Delaware

This Contribution Agreement (“Agreement”), effective as of ________ on ________, 2019 (the “Effective Date”), is made and entered into by and between Postal Realty LP, a Delaware limited partnership (the “Contributor”), and Postal Realty Management TRS, LLC a Delaware limited liability company (“Transferee”).

CONTRIBUTION AGREEMENT
Contribution Agreement • May 7th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • Delaware

This Contribution Agreement (“Agreement”), effective as of ________ on _________, 2019 (the “Effective Date”), is made and entered into by and between Postal Realty Trust, Inc., a Maryland corporation (the “Contributor”), and Postal Realty LP, a Delaware limited partnership (“Transferee”).

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