S-11

As filed with the Securities and Exchange Commission on August 16, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-11

FOR REGISTRATION

UNDER

THE SECURITIES ACT OF 1933 OF SECURITIES

OF CERTAIN REAL ESTATE COMPANIES

QTS REALTY TRUST, INC.

(Exact Name of Registrant as Specified in Governing Instruments)

12851 Foster Street

Overland Park, Kansas 66213

(913) 814-9988

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Shirley E. Goza

General Counsel

QTS Realty Trust, Inc.

12851 Foster Street

Overland Park, Kansas 66213

(913) 312-5503

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

David W. Bonser Eve N. Howard Matt N. Thomson Hogan Lovells US LLP 555 Thirteenth Street, N.W. Washington, D.C. 20004 Phone: (202) 637-5600 Facsimile: (202) 637-5910 J. Gerard Cummins Edward F. Petrosky Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 Phone: (212) 839-5300 Facsimile: (212) 839-5599

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock, $0.01 par value per share	$300,000,000	$40,920(1)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the Selling Stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated August 16, 2013

PROSPECTUS

            Shares

QTS REALTY TRUST, INC.

CLASS A COMMON STOCK

This is the initial public offering of QTS Realty Trust, Inc., and, prior to this offering, there has been no public market for our shares. We are selling                     shares of Class A common stock, and GA QTS Interholdco, LLC, referred to herein as the Selling Stockholder or General Atlantic, is selling                      shares of Class A common stock. We expect to qualify as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ending December 31, 2013.

We expect the initial public offering price of our Class A common stock to be between $        and $        per share.

Our charter contains restrictions on ownership and transfer of our common stock intended to assist us in maintaining our status as a REIT for federal and/or state income tax purposes. For example, our charter generally restricts any person from actually or constructively owning more than    % of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, except for certain designated investment entities that may own up to 9.8% of the aggregate of the outstanding shares of our common stock, subject to certain conditions. See “Description of Securities—Restrictions on Ownership and Transfer.”

We intend to apply to have our Class A common stock listed on The New York Stock Exchange under the symbol “QTS.”

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 24.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us(1)	$	$
Proceeds, before expenses, to the Selling Stockholder	$	$

(1) We refer you to the section captioned “Underwriting” of this prospectus for additional information regarding underwriter compensation.

We will not receive any proceeds from the sale of our Class A common stock by the Selling Stockholder.

We have and the Selling Stockholder has granted the underwriters a 30-day option to purchase up to an additional            shares of Class A common stock.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A common stock on or about            , 2013.

Joint Book-Running Managers

Goldman, Sachs & Co. Jefferies

BofA Merrill Lynch Deutsche Bank Securities KeyBanc Capital Markets Morgan Stanley

                , 2013

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	24
Special Note Regarding Forward-Looking Statements	60
Use of Proceeds	61
Distribution Policy	62
Capitalization	66
Dilution	67
Selected Financial Data	69
Management’s Discussion and Analysis of Financial Condition and Results of Operations	75
Industry Overview and Market Opportunity	108
Business and Properties	114
Management	156
Certain Relationships and Related Party Transactions	180
Investment Policies and Policies with Respect to Certain Activities	186
Structure and Formation of Our Company	192
Description of the Partnership Agreement of QualityTech, LP	199
Principal and Selling Stockholders	207
Description of Securities	210
Material Provisions of Maryland Law and of Our Charter and Bylaws	217
Shares Eligible for Future Sale	224
U.S. Federal Income Tax Considerations	228
Underwriting	255
Legal Matters	261
Experts	261
Where You Can Find More Information	261
Index to Financial Statements	F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. We, the Selling Stockholder and the underwriters have not authorized anyone to provide you with different or additional information. We, the Selling Stockholder and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is current as of the date such information is presented. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections entitled “Industry Overview and Market Opportunity” and “Business and Properties.” These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry, and there can be no assurance that any of the forecasts or projections will be achieved. We believe that the surveys and market research others have performed are reliable, but we have not independently investigated or verified this information. In addition, the statements and projections obtained from 451 Research, LLC and International Data Corporation that we have included in this prospectus have not been expertized and are, therefore, solely our responsibility. As a result, 451 Research, LLC and International Data Corporation do not and will not have any liability or responsibility whatsoever for any market data and industry statements and forecasts or projections that are contained in this prospectus or otherwise disseminated in connection with the offer or sale of our Class A common stock. If you purchase our Class A common stock, your sole recourse for any alleged or actual inaccuracies in the market data and industry statements and any forecasts or projections used in this prospectus will be against us.

Until        , 2013 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Class A and Class B Common Stock and OP units

Following this offering, we will have two classes of common stock, Class A common stock and Class B common stock. Our Class B common stock is designed to give the holder thereof a right to vote that is proportional to such holder’s economic interest in our company on a fully diluted basis and therefore does not provide any disproportionate voting rights. Without the votes afforded by the Class B common stock, a holder of OP units (as defined below) in QualityTech, LP, or our operating partnership, would not have a vote proportionate to its economic interest, as OP units have no voting rights with respect to QTS Realty Trust, Inc. matters. References in this prospectus to “common stock” refer either to our Class A common stock or to our Class A common stock and Class B common stock collectively, as the context requires; it does not refer solely to our Class B common stock. Our Class B common stock will not be listed on the New York Stock Exchange. Chad L. Williams, our Chairman and Chief Executive Officer, has elected to exchange one OP unit out of every 50 OP units owned by him or entities controlled by him immediately prior to the commencement of this offering for shares of our Class B common stock on a one-for-one basis. Each outstanding share of Class B common stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Class B common stock will vote together as a single class. The Class B common stock automatically converts into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder. Holders of our Class A common stock and Class B common stock have equal dividend rights. See “Description of Securities.”

Interests in our operating partnership are denominated in units of limited partnership interest. Following completion of this offering and our formation transactions, our operating partnership will have two classes of limited partnership interest authorized and outstanding—OP units and Class RS LTIP units. References in this prospectus to “LTIP units” refer to our operating partnership’s Class O LTIP units and Class RS LTIP units collectively. References in this prospectus to “OP units” refer to the common units of limited partnership interest in our operating partnership. References in this prospectus to “units of limited partnership interest” or “limited partnership units” refer to both the OP units and the LTIP units collectively. When vested, LTIP units are convertible by the holder into OP units on the terms set forth in our operating partnership’s partnership agreement. OP units are redeemable for cash or, at our election, shares of our Class A common stock on a one-for-one basis, beginning one year after the closing of this offering. See “Description of the Partnership Agreement of QualityTech, LP.”

The term “fully diluted basis” means all outstanding shares of our Class A common stock at such time, plus (i) shares of Class A common stock that may be issuable upon the redemption of OP units (assuming (a) LTIP units are converted into OP units in accordance with their terms and (b) all outstanding OP units are redeemed for shares of Class A common stock on a one-for-one basis) and (ii) shares of Class A common stock issuable upon the conversion of shares of Class B common stock on a one-for-one basis, but excluding options to acquire shares of Class A common stock expected to be outstanding upon completion of this offering. This definition is not the same as the meaning of “fully diluted” under generally accepted accounting principles in the United States of America, or GAAP.

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PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information regarding our company, including under the caption “Risk Factors,” as well as our predecessor’s consolidated financial statements, our pro forma financial statements and the combined statements of revenues and certain operating expenses of our Sacramento data center, and, in each case, the related notes appearing elsewhere in this prospectus. Unless the context requires otherwise, references in this prospectus to “we,” “our,” “us” and “our company” refer to QTS Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries after giving effect to the formation transactions described in this prospectus, including QualityTech, LP, a Delaware limited partnership, which we refer to in this prospectus as our “operating partnership” or “predecessor.” Unless otherwise indicated, the information contained in this prospectus assumes that the underwriters’ option to purchase additional shares is not exercised and that the common stock to be sold in this offering is sold at $         per share, the mid-point of the price range set forth on the cover of this prospectus.

Overview

We are a leading owner, developer and operator of state-of-the-art, carrier-neutral, multi-tenant data centers. Our data centers are facilities that house the network and computer equipment of multiple customers and provide access to a range of communications carriers. We have a fully integrated platform through which we own and operate our data centers and provide a broad range of information technology, or IT, infrastructure solutions. We believe that we own and operate one of the largest portfolios of multi-tenant data centers in the United States, as measured by gross square footage, and have the capacity to almost triple our leased raised floor square footage without constructing any new buildings.

We believe that our fully integrated platform sets us apart from our competitors in the data center industry and makes our offerings more attractive to customers. Our spectrum of core data center products, which we refer to as our “3Cs”, consists of Custom Data Center, Colocation and Cloud and Managed Services. Our Custom Data Center, or C1, product features large, private spaces that house customer-critical IT infrastructure and we believe provides our customers with a cost-effective, efficient and low-risk alternative to building, buying or expanding their own data centers. Our Colocation, or C2, product features data center space in the form of leased cages, cabinets or suites, which typically provide smaller amounts of space than our C1 product, to house customer IT infrastructure. We offer our Cloud and Managed Services, or C3, products through a portfolio of highly secure, regulatory compliant and scalable IT infrastructure and services designed to support varied business applications and requirements. Our Cloud product offers a private cloud solution (on-demand access to a pool of servers) through QTS Cloud Pods, which are installed in our larger data centers adjacent to the interconnect hubs in each facility. Our Managed Services are support services that include the management of networks, security, operating systems and data back-up, as well as applications monitoring and testing.

Our C1, C2 and C3 products represented approximately 38%, 51% and 11%, respectively, of our monthly recurring revenue, or MRR, as of June 30, 2013. According to 451 Research, LLC, we are the only national multi-tenant data center provider to offer a full complement of solutions catering to a broad range of customers, which includes wholesale data center (or custom data centers), colocation, interconnection (connection and data exchange between multiple communication carriers and customers), hosting (making websites accessible on the Internet) and/or cloud services.

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Our Portfolio

We operate a portfolio of 10 data centers across seven states, located in some of the top U.S. data center markets plus other high-growth markets. We own two of the largest multi-tenant data centers in the world, including the fifth largest data center in the world according to a Forbes magazine article published in November 2012. We believe that our data centers are best-in-class and engineered to among the highest specifications commercially available to customers. Our data center portfolio contains approximately 3.8 million gross square feet of space (approximately 92% of which is wholly owned by us). As of June 30, 2013, our data center portfolio included approximately 714,000 raised floor operating net rentable square feet, or NRSF, out of approximately 1.8 million “basis-of-design” raised floor square feet. Our “basis-of-design” represents the total data center raised floor potential of our existing data center facilities or the estimated amount of space in our existing buildings that could be leased following full build-out, depending on the configuration that we deploy.

Our facilities collectively have access to over 500 megawatts, or MW, of gross utility power with 390 MW of available utility power, which is the installed power capacity that can be delivered to the facility by the local utility provider. We believe such access to power gives us a competitive advantage in redeveloping data center space, since access to power is usually the most limiting and expensive component in data center redevelopment.

Operating Properties

The following table presents an overview of the initial portfolio of operating properties that we own or lease, referred to herein as our operating properties, based on information as of June 30, 2013:

					Operating Net Rentable Square Feet (Operating NRSF)(3)											Annualized Rent(8)		Available Utility Power (MW)(9)		Total Available for Redevelopment (NRSF)(10)
Property	Year Acquired(1)		Gross Square Feet(2)		Raised Floor(4)		Office & Other(5)		Supporting Infrastructure(6)		Total		% Leased(7)
Richmond, VA		2010		1,318,353		59,930		27,214		91,342		178,486		89.7	%	$	12,319,848		110		1,084,759
Atlanta, GA (Metro)		2006		968,695		358,016		24,851		305,291		688,158		84.9	%		60,572,339		72		237,270
Dallas, TX*		2013		698,000		—		—		—		—		N/A			—		140		698,000
Suwanee, GA		2005		367,322		140,422		4,368		101,191		245,981		67.1	%		36,665,202		36		74,000
Santa Clara, CA**		2007		135,322		55,494		945		45,721		102,160		88.6	%		18,778,846		11		22,000
Jersey City, NJ***		2006		122,448		29,064		14,220		35,387		78,671		88.7	%		8,528,583		7		25,660
Sacramento, CA		2012		92,644		45,595		3,592		27,100		76,287		60.7	%		11,739,426		8		9,423
Overland Park, KS***		2003		32,706		2,493		—		5,338		7,831		78.3	%		604,201		1		—
Miami, FL		2008		30,029		19,887		—		6,592		26,479		51.9	%		3,479,738		4		—
Wichita, KS		2005		14,000		2,612		2,854		8,534		14,000		100.0	%		222,120		1		—
Total/weighted average				3,779,519		713,513		78,044		626,496		1,418,053		81.0	%	$	152,910,303		390		2,151,112

* This facility was acquired in February 2013 and is under redevelopment.

** Owned facility subject to long-term ground sublease.

*** Represents facilities that we lease.

(1) Represents the year a property was acquired or, in the case of a property under lease, the year our initial lease commenced for the property.

(2) With respect to our owned properties, gross square feet represents the entire building area. With respect to leased properties, gross square feet represents that portion of the gross square feet subject to our lease. This includes approximately 210,354 square feet of our own office space, which is not included in operating NRSF.

(3) Represents the total square feet of a building that is currently leased or available for lease plus developed supporting infrastructure, based on engineering drawings and estimates, but does not include space held for redevelopment or space used for our own office space.

(4) Represents management’s estimate of the portion of operating NRSF of the facility with available power and cooling capacity that is currently leased or readily available to be leased to customers as data center space based on engineering drawings, inclusive of raised floor common areas.

(5) Represents the operating NRSF of the facility other than data center space (typically office and storage space) that is currently leased or available to be leased.

(6) Represents required data center support space, including mechanical, telecommunications and utility rooms, as well as building common areas.

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(7) Calculated as data center raised floor that is subject to a signed lease for which billing has commenced as of June 30, 2013 divided by leasable raised floor based on the current configuration of the properties (522,965 square feet as of June 30, 2013), expressed as a percentage. Leasable raised floor is the amount of raised floor square footage that we have leased plus the available capacity of raised floor square footage that is in a leasable format as of a particular date and according to a particular product configuration.

(8) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases (which represent customer leases that have been executed but for which lease payments have not commenced) as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(9) Represents installed power capacity that can be delivered to the facility by the local utility provider. As of June 30, 2013, 117 MW of the total available utility power could be delivered to the data center floor for customer use.

(10) Reflects space under roof that could be developed into operating NRSF in the future, excluding space currently used by us for our own office space, which could also be repurposed in the future.

Note: The information above excludes our approximately 35,000 gross square foot facility at Lenexa, Kansas, which is not an operating data center.

Redevelopment Pipeline

The following table presents an overview of our redevelopment pipeline, based on information as of June 30, 2013.

	Redevelopment NRSF
	Under Construction(1)								Near Term(2)						Future Available(3)
Property	Raised Floor		Office & Other		Supporting Infrastructure		Total Under Construction		Raised Floor		Office/Other/ Supporting Infrastructure		Total Near Term		Raised Floor		Office/Other/ Supporting Infrastructure		Total Future Available		Total Available for Redevelopment (NRSF)
Richmond		78,000		5,000		45,320		128,320		44,000		63,300		107,300		373,000		476,139		849,139		1,084,759
Atlanta Metro		35,000		5,270		—		40,270		62,600		27,800		90,400		71,600		35,000		106,600		237,270
Dallas		26,000		22,000		30,600		78,600		—		—		—		236,000		383,400		619,400		698,000
Suwanee		45,000		—		—		45,000		—		—		—		29,000		—		29,000		74,000
Santa Clara		12,000		—		—		12,000		—		—		—		10,000		—		10,000		22,000
Jersey City		—		—		4,419		4,419		—		—		—		21,241		—		21,241		25,660
Sacramento		9,000		—		—		9,000		—		—		—		423		—		423		9,423
Totals		205,000		32,270		80,339		317,609		106,600		91,100		197,700		741,264		894,539		1,635,803		2,151,112

(1) Reflects NRSF at a facility which we expect will be operational by June 30, 2014.

(2) Reflects NRSF at a facility which we expect will be operational between June 30, 2014 and June 30, 2016. Redevelopment of certain of this space is at our discretion and will depend on a number of factors, including our estimate of the demand for data center space in the applicable market.

(3) Reflects NRSF at a facility which we expect to redevelop in the future, but at this time such space is expected to become operational after June 30, 2016. The redevelopment of this space is at our discretion and will depend on a number of factors, including availability of capital and our estimate of the demand for data center space in the applicable market.

The table below sets forth our estimated costs for completion of our seven redevelopment projects currently under construction and expected to be operational by June 30, 2014 (dollars in millions):

	Under Construction Costs
Property	Actual(1)		Estimated Cost to Completion(2)		Total		Expected Completion Date
Richmond	$	53	$	25	$	78		Q2 2014
Atlanta Metro		7		47		54		Q2 2014
Dallas		5		83		88		Q2 2014
Suwanee		11		5		16		Q3 2013
Santa Clara		3		25		27		Q2 2014
Jersey City		0.3		3		4		Q4 2013
Sacramento		3		7		10		Q3 2013
Totals	$	82	$	195	$	277

(1) Actual costs incurred for NRSF under construction through June 30, 2013 (excluding acquisition costs).

(2) Represents management’s estimate of the additional costs required to complete the current NRSF under construction. There may be an increase in costs if customers require greater power per area of use, or power density.

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In addition to projects currently under construction, our near term redevelopment projects are expected to be delivered in a modular manner, and we currently expect to invest between $110 and $155 million of additional capital to complete these near term projects. We have also commenced certain pre-development activities with respect to future redevelopment projects that are not expected to be completed until after June 30, 2016. The ultimate timing and completion of, and the commitment of capital to, our future redevelopment projects is within our discretion and will depend upon a variety of factors, including the availability of financing and our estimation of the future market for data center space in each particular market.

Market Opportunity

According to 451 Research, LLC, or 451 Research, the North American multi-tenant data center market, which includes wholesale and retail colocation offerings, is estimated to grow from $8.2 billion in 2011 to $13.7 billion in 2014, representing a compound annual growth rate of 19%. In addition, according to 451 Research, the market for cloud infrastructure-as-a-service, or IaaS, which allows customers to install their operating system and application software on virtual servers, is estimated to grow from $1.4 billion in 2011 to $5.2 billion in 2014, representing a compound annual growth rate of 55%. Combined, this represents an estimated cumulative compound annual growth rate of over 25% for the multi-tenant data center and cloud IaaS markets from 2011 to 2014.

The data center industry encompasses a wide range of facility types that correspond to different customer technology, cost, regulatory and industry/business requirements. We believe that the table below summarizes the three primary types of multi-tenant data center offerings:

	Data Center Offerings
Typical Characteristics	Wholesale	Retail Colocation	Cloud and Managed Services
Power	500 kW or more; costs are passed on to customers (metered power)	Specified kW included in lease; overages charged separately	Bundled with service
Space	3,000 square feet or more of raised floor	Up to 3,000 square feet of raised floor	Small amounts of space; customers rent managed virtual servers
Lease Term	5 to 10 years	Up to 3 years	Up to 3 years
Customer	Large corporations, government agencies and global Internet businesses	Large corporations, small and medium businesses and government agencies	Large corporations, small and medium businesses and government agencies

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Industry Demand Drivers

We believe that the data center industry enjoys strong growth dynamics principally driven by the following trends:

The Rapid Growth of Data is Transforming the Way Businesses Operate.    We believe that as the growth of data accelerates, large and small organizations increasingly will seek sophisticated and enhanced information and content management, security, storage infrastructure and archiving solutions, which will translate into continued demand growth for data center space.

Increasing Demand to Outsource IT Functions.    We believe that the data center industry has reached a tipping point in the last decade whereby the significant security and the required power per area of use, or power density, of customers can be more efficiently delivered through purpose-built facilities rather than at a customer’s existing premises, such as office buildings. We believe that businesses continue to recognize that outsourcing could improve their cost structure, accelerate the deployment process and lower their overall IT risk, and that they are increasingly looking to outsource their IT infrastructure requirements to third-party data center operators.

Attractive Supply / Demand Imbalance

We believe that a supply and demand imbalance currently exists in certain markets for secure, high-quality, high-power, fully redundant facilities and will persist over the next several years. According to 451 Research, average utilization in the top ten U.S. data center markets will increase from 82% in 2012 to 91% in 2014, due to demand growth considerably outpacing supply growth in these markets over that period. We believe this imbalance will be driven by a number of factors in addition to the industry demand drivers described above, including the following:

High Barriers to Entry.    Several factors make it difficult for other companies to enter the data center market, including limited land suitable for data center development with access to sufficient power and significant fiber optic networks, the substantial upfront costs associated with developing modern data center infrastructure and the significant knowledge and expertise required for data center design and development.

High Customer Retention.    We believe that customer retention in the data center industry is higher than in more traditional forms of real estate, such as office or retail. Because data centers typically house customers’ critical networking and computer equipment, the cost, downtime and execution risk incurred by a customer in relocating its equipment to another location are substantial.

Our Competitive Strengths

We believe that we are uniquely positioned in the data center industry and distinguish ourselves from other data center providers through the following competitive strengths:

Ÿ Fully Integrated Platform Offers Scalability and Flexibility to Our Customers and Us.    Our differentiated, fully integrated 3Cs approach, allows us to serve a wide variety of customers in a large, addressable market and to scale to the level of IT infrastructure outsourcing desired by our customers. We believe that customers who are looking to outsource their IT infrastructure usually anticipate future growth and/or evolving technology needs and prefer to remain with a single provider. As of June 30, 2013, approximately 39% of our monthly recurring revenue, or MRR, was attributable to customers who use more than one of our 3Cs products.

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We believe our ability to offer a full spectrum of 3Cs product offerings enhances our leasing velocity, allows for an individualized pricing mix, results in more balanced lease terms and optimizes cash flows from our assets.

Ÿ Platform Anchored by Strategically Located, Owned “Mega” Data Centers.    Our larger “mega” data centers, Atlanta Metro, Dallas, Richmond and Suwanee, allow us to deliver our fully integrated platform and 3Cs products by building and leasing space more efficiently than in single-use or smaller data centers. We believe that our data centers are engineered to among the highest specifications commercially available. Our national portfolio of 10 data centers are strategically located in nine metropolitan areas, including four of the nation’s top multi-tenant data center markets (Atlanta, Dallas, New York/New Jersey and Silicon Valley), as defined by 451 Research, along with three metropolitan areas that we believe represent high-growth data center markets (Miami, Richmond and Sacramento). As of June 30, 2013, over 81% of our MRR was derived from our data centers in the top multi-tenant data center markets in the United States.

Ÿ Significant Expansion Opportunity within Existing Data Center Facilities at Lower Costs.    We have developed substantial expertise in redeveloping facilities through the acquisition and redevelopment of all 10 of our operating facilities. Our data center redevelopment model is primarily focused on redeveloping space within our current facilities, which allows us to build additional leasable raised floor at a lower incremental cost compared to ground-up development and to rapidly scale our redevelopment in a modular manner to coincide with customer acquisition and our estimates of optimal product utilization between our C1, C2 and C3 products.

Ÿ Diversified, High-Quality Customer Base.    We have significantly grown our customer base from 510 in 2009 to over 870 as of June 30, 2013, with no single customer accounting for more than 8% of our MRR and only three of our customers individually accounting for more than 3% of our MRR. As of June 30, 2013, Fortune 1000 and equivalently sized private and/or foreign companies accounted for approximately 57% of our MRR, including our booked-not-billed MRR balance (which represents customer leases that have been executed but for which lease payments have not commenced) as of that date. Our focus on our customers and our ability to scale with their needs allows us to achieve a low rental churn rate (which is the MRR impact from a customer completely departing our platform in a given period compared to the total MRR at the beginning of the period). For the six months ended June 30, 2013, we experienced a rental churn rate of 1.5%.

Ÿ Robust In-House Sales Capabilities.    Our in-house sales force has deep knowledge of our customers’ businesses and IT infrastructure needs and is supported by sophisticated sales management, reporting and incentive systems. Our internal sales force is structured by product offerings, specialized industry segments and, with respect to our C2 product, by geographical region. Therefore, unlike certain other data center companies, we are less dependent on data center brokers to identify and acquire or renew our customers, which we believe is a key enabler of our 3Cs strategy. During the past three years, approximately 82% of new customers were identified and acquired solely by our in-house sales force.

Ÿ Balance Sheet Positioned to Fund Continued Growth.    Upon completion of this offering, we expect to have approximately $         million of cash available on our balance sheet and the ability to borrow up to an additional $350 million under our unsecured revolving credit facility. We believe we will be appropriately capitalized with sufficient funds and available borrowing capacity to pursue our anticipated business and growth strategies.

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Ÿ Founder-Led Management Team with Proven Track Record and Strong Alignment with Our Stockholders.    Our senior management team has significant experience in the ownership, management and redevelopment of commercial real estate through multiple business cycles. We believe our executive management team’s experience will enable us to capitalize on industry relationships by providing an ongoing pipeline of attractive leasing and redevelopment opportunities. Upon completion of this offering, our senior management team is expected to own approximately    % of our common stock on a fully diluted basis, and therefore their interests will be highly aligned with those of our stockholders.

Ÿ Commitment to Sustainability.    We have a commitment to sustainability that focuses on managing our power and space as effectively and efficiently as possible. We believe that our continued efforts and proven results from sustainably redeveloping properties give us a distinct advantage over our competitors in attracting new customers.

Business and Growth Strategies

Our primary business objectives are to maximize cash flow and to achieve long-term growth in our business in order to maximize stockholder value through the prudent management of a high-quality portfolio of properties and our fully integrated platform used to deliver our 3Cs product offerings. Our business and growth strategies to achieve these objectives include the following elements:

Ÿ Continued Redevelopment of Our Existing Footprint.    We believe our redevelopment pipeline provides us with a multi-year growth opportunity at very attractive risk-adjusted returns without the need to construct new buildings or acquire additional properties or land for development. Currently, we expect to complete the redevelopment of 312,000 additional square feet of raised floor by June 30, 2016. Our redevelopment pipeline, including future redevelopment projects, will add approximately 160 MW of incremental power and approximately 1.1 million potential square feet of raised floor space, which would allow us to almost triple our leased raised floor square footage without constructing or acquiring any new buildings. We currently target a stabilized return on invested capital of at least 15% on average for our redevelopment projects.

Ÿ Increase Cash Flow of Our In-Place Data Center Space.    We seek to increase cash flow by proactively managing, leasing and optimizing space, rent and occupancy levels across our portfolio. Over the past few years, we have reclaimed space that we have re-leased at higher rates. As of June 30, 2013, our existing data center facilities had approximately 99,000 square feet of raised floor available for lease. We believe this space, together with available power, provides us an opportunity to generate incremental revenue within our existing data center footprint without extensive capital expenditures.

Ÿ Expand Our Cloud and Managed Services Product Offerings.    We intend to continue to expand our C3 product offerings and penetration by providing self-service and automation capabilities and targeting both new and existing customers, as our Cloud and Managed Services products can be used as an alternative to, or in conjunction with, our C1 and C2 products. Through our C3 product offerings, we believe that we will be able to capture a larger addressable market, increase our ability to retain customers and increase cash flow from our properties.

Ÿ Increase Our Margins through Our Operating Leverage.    We anticipate that our business and growth strategies can be substantially supported by our existing platform, will not require significant incremental general and administrative expenditures and will allow us to continue to benefit from operational leverage and increase operating margins. This operational leverage

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was demonstrated historically in 2011 and 2012 when 100% of our incremental revenue was reflected in our property-level net operating income. Moreover, we also achieved 73% growth in Adjusted EBITDA from 2010 to 2012 (on a pro forma basis) compared to a 31% growth in revenue during the same period (on a pro forma basis).

Ÿ Selectively Expand Our Fully Integrated Platform to Other Strategic Markets.    We will selectively pursue attractive opportunities in strategic locations where we believe our fully integrated platform would give us a competitive advantage in the acquisition and leasing of that facility or portfolio of assets. We also believe we can integrate additional data center facilities into our platform without adding significant incremental headcount or general and administrative expenses, as evidenced by our recent acquisition of our Sacramento data center.

Summary Risk Factors

You should carefully consider the following important risks, as well as the additional risks described in “Risk Factors,” before making a decision to invest in our Class A common stock:

Ÿ Because we are focused on the ownership, operation and redevelopment of data centers, any decrease in the demand for data center space or managed services could have a material adverse effect on us.

Ÿ Our data center infrastructure may become obsolete or unmarketable and we may not be able to upgrade our power, cooling, security or connectivity systems cost-effectively or at all.

Ÿ We face considerable competition in the data center industry and may be unable to renew existing leases, lease vacant space or re-let space on more favorable terms, or at all, as leases expire, which could have a material adverse effect on us.

Ÿ Our two largest properties in terms of annualized rent, Atlanta Metro and Suwanee, collectively accounted for approximately 64% of our annualized rent as of June 30, 2013, and any inability, temporarily or permanently, to fully and consistently operate either of these properties could have a material adverse effect on us.

Ÿ Our future growth depends upon the successful redevelopment of our existing properties, and any delays or unexpected costs in such redevelopment could have a material adverse effect on us.

Ÿ We depend on third parties to provide Internet, telecommunication and fiber optic network connectivity to the customers in our data centers, and any delays or disruptions in service could have a material adverse effect on us.

Ÿ Power outages, limited availability of electrical resources and increased energy costs could have a material adverse effect on us.

Ÿ Upon completion of this offering, our pro forma indebtedness outstanding as of June 30, 2013 will be approximately $315 million, which will expose us to interest rate fluctuations and the risk of default thereunder.

Ÿ We have no operating history as a public company, and our inexperience may impede our ability to successfully manage our business.

Ÿ Upon completion of this offering and our formation transactions, Chad L. Williams and General Atlantic will own approximately     % and     % of our outstanding common stock on a fully diluted basis, respectively, and will have the ability to exercise significant influence on our company and any matter presented to our stockholders.

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Ÿ Our tax protection agreement, during its term, could limit our ability to sell or otherwise dispose of certain properties and may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.

Ÿ Our formation transactions were not negotiated in arm’s length transactions, and the value received by GA REIT and Mr. Williams as a result of the formation transactions and this offering may exceed the fair market value of the assets they originally contributed to our operating partnership.

Ÿ Following the repayment of certain indebtedness with the net proceeds of this offering, management will have broad discretion in the application of any remaining net proceeds, and we may not use the proceeds effectively.

Ÿ Our cash available for distribution to stockholders may not be sufficient to pay distributions at expected or REIT-required levels, or at all, and we may need to borrow or rely on other third-party capital in order to make such distributions, as to which no assurance can be given, which could cause the market price of our common stock to decline significantly.

Ÿ If we do not qualify as a REIT, or fail to remain qualified as a REIT, we will be subject to federal income tax as a regular corporation and could face significant tax liability, which would reduce the amount of cash available for distribution to our stockholders and could have a material adverse effect on us.

Structure and Formation of Our Company

Our Operating Partnership

Following the completion of this offering, we will be the sole general partner and majority owner of our operating partnership. Substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. We will contribute the net proceeds received by us from this offering to our operating partnership in exchange for OP units therein. Our interest in our operating partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, our operating partnership in proportion to our percentage ownership. As the sole general partner of our operating partnership, we will generally have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in “Description of the Partnership Agreement of QualityTech, LP.” Our board of directors will manage our business and affairs.

Beginning on or after the date that is the later of (1) 12 months from the beginning of the first full calendar month following the completion of this offering and (2) the date of issuance of the OP units, each limited partner of our operating partnership will have the right to require our operating partnership to redeem part or all of its OP units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption, or, at our election, shares of our common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section entitled “Description of Securities—Restrictions on Ownership and Transfer.” Each redemption of OP units will increase our percentage ownership interest in our operating partnership and our share of its cash distributions and profits and losses. See “Description of the Partnership Agreement of QualityTech, LP.”

Our Taxable REIT Subsidiary

We currently provide our Cloud and Managed Services product to our customers through Quality Technology Services Holding, LLC, a Delaware limited liability company, which is wholly owned by our

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operating partnership. Quality Technology Services Holding, LLC has elected to be treated as a taxable REIT subsidiary, or TRS, for federal income tax purposes. A taxable REIT subsidiary generally may provide non-customary and other services to our customers and engage in activities that we may not engage in directly without adversely affecting our qualification as a REIT. We may form additional taxable REIT subsidiaries in the future, and our operating partnership may contribute some or all of its interests in certain wholly owned subsidiaries or their assets to our taxable REIT subsidiaries. Any income earned by our taxable REIT subsidiaries will be included in our income in our consolidated financial statements, but will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax, and state and local income tax (where applicable) as a corporation, the income earned by our taxable REIT subsidiaries generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries.

Formation Transactions

QualityTech, LP, our operating partnership and our predecessor, was formed in 2009 in connection with an investment by General Atlantic in our operating partnership.

Prior to or concurrently with the completion of this offering, we will consummate a series of transactions pursuant to which we will become the sole general partner and majority owner of QualityTech, LP, which then will become our operating partnership. We refer to these transactions, which are described below, as our “formation transactions.”

Ÿ We were formed as a Maryland corporation on May 17, 2013.

Ÿ We will consummate a tax-free merger transaction in which the entity that holds General Atlantic’s interest in our predecessor, or GA REIT, will merge with and into us and we will succeed to GA REIT’s majority limited partnership interest in our predecessor, which then will become our operating partnership. Pursuant to the merger, we will issue                 shares of our Class A common stock to General Atlantic, and $105,000 in cash (plus accumulated dividends, if any) will be paid to the current preferred shareholders of GA REIT, in each case as consideration for their shares of GA REIT.

Ÿ Mr. Williams will contribute to our operating partnership all of his ownership interest in QualityTech GP, LLC, the current general partner of our operating partnership, in exchange for 1,000 OP units, and we will be admitted as the sole general partner of our operating partnership. Following this contribution, we will dissolve QualityTech GP, LLC.

Ÿ We will issue                 shares of our Class B common stock to Mr. Williams in exchange for an equivalent number of OP units. The OP units exchanged will represent 2% of Mr. Williams’ OP units. Each outstanding share of Class B common stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Class B common stock will vote together as a single class. Our Class B common stock is designed to give the holder thereof a right to vote that is proportional to such holder’s economic interest in our company on a fully diluted basis, and therefore does not provide any disproportionate voting rights. The Class B common stock automatically converts into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder.

Ÿ In order to simplify our operating partnership’s outstanding limited partnership units, we will eliminate our outstanding Class O LTIP units (which is a class of incentive units that previously

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were granted to certain employees and non-employee directors of our operating partnership) in a manner that preserves the economic position of each holder of Class O LTIP units and provides additional incentives by:

Ÿ converting each of the                      outstanding Class O LTIP units into a fraction of an OP unit representing the “in the money” value of the converted Class O LTIP unit, which is calculated as the difference between the value of an OP unit on the date of conversion and the value of an OP unit on the date of grant of such Class O LTIP unit, which will result in an aggregate issuance of                      OP units (based on the mid-point of the price range set forth on the cover of this prospectus) upon the closing of this offering, and

Ÿ granting to each former holder of Class O LTIP units options to purchase a number of shares of our Class A common stock equal to the number of such holder’s converted Class O LTIP units, which will result in an aggregate grant of options to acquire              shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) upon the closing of this offering with an exercise price equal to the public offering price of our Class A common stock in this offering.

The OP units and stock options issued upon conversion of each holder’s Class O LTIP units will be subject to vesting to the same extent as the holder’s Class O LTIP units prior to conversion. The options will be granted under our 2013 Equity Incentive Plan and will expire ten years from the date of grant. See “Structure and Formation of Our Company—Formation Transactions” for a further description of the conversion terms of Class O LTIP units.

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Our Structure

The following diagram depicts our ownership structure upon completion of this offering, based on the mid-point of the price range set forth on the cover of this prospectus.

On a fully diluted basis, our public stockholders, General Atlantic and our directors, executive officers and employees and their affiliates are expected to own    %,    % and    %, respectively, of our outstanding common stock. If the underwriters exercise their option to purchase additional shares of our common stock in full, on a fully diluted basis, these parties are expected to own    %,    % and    %, respectively, of our outstanding common stock.

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Benefits to Related Parties

Upon completion of this offering, certain owners of our operating partnership, or continuing investors, directors, members of our senior management team and employees will receive material benefits, including the following:

Ÿ We will issue             shares of our Class B common stock to Chad L. Williams, our Chairman and Chief Executive Officer, in exchange for an equivalent number of OP units. The OP units exchanged will represent 2% of Mr. Williams OP units. Each outstanding share of Class B common stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Class B common stock will vote together as a single class. Our Class B common stock is designed to give the holder thereof a right to vote that is proportional to such holder’s economic interest in our company on a fully diluted basis and therefore does not provide any disproportionate voting rights.

Ÿ We will enter into a registration rights agreement with our continuing investors, including certain of our directors and executive officers, pursuant to which we will agree to file one or more registration statements covering the issuance to them of shares of our Class A common stock upon redemption of their OP units. See “Certain Relationships and Related Transactions—Registration Rights” and “Shares Eligible for Future Sale—Registration Rights.”

Ÿ We will enter into a tax protection agreement with Mr. Williams and his affiliates and family members who own OP units pursuant to which we will agree to indemnify them against certain tax liabilities resulting from: (1) the sale, exchange, transfer, conveyance or other disposition of our Atlanta Metro, Suwanee or Santa Clara data centers in a taxable transaction prior to January 1, 2026, referred to as the protected period; (2) causing or permitting any transaction that results in the disposition by Mr. Williams or his affiliates and family members who own OP units of all or any portion of their interests in the operating partnership in a taxable transaction during the protected period; or (3) our failure prior to the expiration of the protected period to maintain approximately $150 million of indebtedness that would be allocable to Mr. Williams and his affiliates for tax purposes or, alternatively, failing to offer Mr. Williams and his affiliates and family members who own OP units the opportunity to guarantee specific types of the operating partnership’s indebtedness in order to enable them to continue to defer certain tax liabilities. See “Certain Relationships and Related Party Transactions—Tax Protection Agreement.”

Ÿ We will enter into indemnification agreements with our directors and executive officers providing for the indemnification by us for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against such parties.

Ÿ We will grant an aggregate of (i)             restricted shares of our common stock (based on the mid-point of the price range set forth on the cover of this prospectus), subject to certain vesting requirements, to our executive officers, (ii) options to acquire        shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to our executive officers, (iii)              restricted shares of our common stock (based on the mid-point of the price range set forth on the cover of this prospectus), subject to certain vesting requirements, to certain of our independent directors and (iv) options to acquire        shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to certain of our independent directors. See “Management—Executive Compensation—2013 Equity Incentive Plan.”

Ÿ In order to preserve the economic position of the holders of our Class O LTIP units and provide additional incentives, we will convert our outstanding Class O LTIP units into OP units equal in value to the “in the money” portion of such Class O LTIP units, and we will grant to each former holder of Class O LTIP units options to purchase a number of shares of our Class A common

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stock equal to the number of such holder’s converted Class O LTIP units, which will result in an aggregate grant of options to acquire              shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) upon the closing of this offering with an exercise price equal to the public offering price of our Class A common stock in this offering. See “Structure and Formation of Our Company—Formation Transactions.”

Restrictions on Ownership of Our Shares

In order to assist us in complying with the limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Code, and for strategic reasons, our charter generally prohibits any person (other than a person who has been granted an exception) from actually or constructively owning more than    % of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, except for certain designated investment entities that may own up to 9.8% of the aggregate of the outstanding shares our common stock, subject to certain conditions. Chad L. Williams, his family members and certain entities controlled by them will be excepted holders under our charter, and none of them will be permitted to own more than    % of the aggregate of the outstanding shares of such class or series of our common stock by value or by number of shares, whichever is more restrictive, after application of the relevant attribution rules. In addition, General Atlantic will be an excepted holder under our charter, and no beneficial owner of General Atlantic will be permitted to own more than    % of the aggregate of the outstanding shares of such class or series of our common stock by value or by number of shares, whichever is more restrictive, after application of the relevant attribution rules. Our charter permits exceptions to be made for stockholders provided our board of directors determines such exceptions will not jeopardize our qualification as a REIT.

Distribution Policy

To satisfy the requirements to qualify as a REIT, and to avoid paying tax on our income, we intend to make regular quarterly distributions of all, or substantially all, of our REIT taxable income (excluding net capital gains) to our stockholders. We intend to make a pro rata initial distribution with respect to the period commencing on the completion of this offering and ending             , 2013, based on a distribution of $        per share for a full quarter. On an annualized basis, this would be $        per share, or an initial annual distribution rate of approximately    % based on an assumed initial public offering price at the mid-point of the price range indicated on the cover of this prospectus. We estimate that this initial annual distribution rate will represent approximately    % of estimated cash available for distribution to our common stockholders for the 12-month period ending June 30, 2014. We do not plan to reduce our intended initial annual distribution rate if the underwriters exercise their option to purchase additional shares of Class A common stock. Furthermore, we plan to maintain this rate for the 12-month period following completion of this offering unless circumstances change materially. All distributions will be made at the discretion of our board of directors and will depend on our historical and projected results of operations, liquidity and financial condition and other factors our board of directors deem relevant from time to time. No assurance can be given that our estimated cash available for distribution to our stockholders will be accurate or that our actual cash available for distribution to our stockholders will be sufficient to pay distributions to them at any expected or REIT-required level or at any particular yield, or at all. See “Distribution Policy.”

Our Tax Status

We intend to elect and qualify to be taxed as a REIT under the Code beginning with our taxable year ending December 31, 2013. We believe that our organization and proposed method of operation

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will enable us to meet the requirements for qualification and taxation as a REIT for federal income tax purposes, but we cannot assure you that our operations will allow us to satisfy the requirements for qualification and taxation as a REIT. To qualify and maintain our qualification as a REIT, we must meet a number of organizational and operational requirements on a continuing basis, including the requirement that we annually distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains, to our stockholders.

As a REIT, we generally will not be subject to U.S. federal income tax on REIT taxable income we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory savings provisions, we will be subject to federal, state and local income tax at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to some federal, state and local taxes on our income and property, and our TRSs will be subject to federal, state and local income taxes. See “U.S. Federal Income Tax Considerations.”

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have not yet made a decision as to whether we will take advantage of any or all of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our common stock less attractive, and the result may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to “opt out” of this extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for all public companies that are not emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act.

Our Principal Office

Our principal executive office is located at 12851 Foster Street, Overland Park, Kansas 66213. Our telephone number is (913) 814-9988. Our web address is                                                  . The information on or accessible through our website does not constitute a part of this prospectus.

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This Offering

Class A common stock offered by us	shares(1)
Class A common stock offered by the Selling Stockholder	shares(1)
Class A common stock to be outstanding upon completion of this offering	shares(1)(2)
Class B common stock to be outstanding after the formation transactions	shares
Class A common stock, Class B common stock and units of limited partnership interest to be outstanding upon completion of this offering and the formation transactions (excluding OP units held by us)	shares of Class A common stock, Class B common stock and units of limited partnership interest(1)(2)(3)
Use of proceeds	The net proceeds of this offering to us, after deducting underwriting discounts and commissions and estimated expenses, will be approximately $         million ($         million if the underwriters exercise their option to purchase additional shares of Class A common stock in full). We intend to contribute the net proceeds received by us from this offering to our operating partnership in exchange for OP units. Our operating partnership intends to use the proceeds as follows:
	Ÿ   approximately $         million to repay amounts outstanding under our unsecured revolving credit facility; and Ÿ    the remaining balance to fund ongoing development costs, to fund future acquisitions and for general corporate purposes.
	Affiliates of each of the underwriters of this offering are lenders under our unsecured credit facility. As described above, our operating partnership intends to use a portion of the net proceeds to repay borrowings outstanding under our unsecured revolving credit facility. As such, these affiliates will receive their proportionate shares of any amount of our unsecured revolving credit facility that is repaid with the net proceeds of this offering. See “Underwriting.” We will not receive any proceeds from the sale of our Class A common stock by the Selling Stockholder.

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Risk Factors	See “Risk Factors” and other information included in this prospectus for a discussion of factors that you should consider before making a decision to invest in our Class A common stock.
Proposed New York Stock Exchange symbol	QTS

(1) Excludes                 shares issuable by us upon the exercise of the underwriters’ option to purchase up to an additional                 shares of Class A common stock from us and shares reserved for issuance under our equity incentive plan.

(2) Includes                 shares issued to our continuing investors in connection with our formation transactions and                 restricted shares (based on the mid-point of the price range set forth on the cover of this prospectus) to be issued to certain of our directors, executive officers and employees upon completion of this offering. Excludes options to acquire                  shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) expected to be outstanding upon completion of this offering and                  additional shares available for issuance under our equity incentive plan.

(3) Includes                 OP units,                 Class RS LTIP units and                 shares of Class B common stock expected to be outstanding upon the completion of our formation transactions. The OP units may, subject to the terms in the operating partnership agreement, be exchanged for cash or, at our option, shares of our Class A common stock on a one-for-one basis generally commencing 12 months after completion of this offering. Class RS LTIP units are convertible by the holder thereof into OP units as described in “Description of the Partnership Agreement of QualityTech, LP.” Shares of Class B common stock are subject to automatic conversion into an equal number of shares of our Class A common stock upon a direct or indirect transfer of Class B common stock or certain OP units held by the holder of such Class B common stock to a person other than a qualified transferee (as defined in our charter). In addition, shares of Class B common stock are convertible at any time into shares of Class A common stock at the option of the holder.

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Summary Historical and Pro Forma Financial Data

The following table sets forth summary selected financial data on an historical basis for QualityTech, LP, which is our predecessor. We have not presented historical data for QTS Realty Trust, Inc. because we have not had any corporate activity since our formation other than the issuance of shares of common stock in connection with our initial capitalization and activity in connection with this offering. Accordingly, we do not believe that a discussion of the historical results of QTS Realty Trust, Inc. would be meaningful. Prior to or concurrently with the completion of this offering, we will consummate a series of transactions pursuant to which we will become the sole general partner and majority owner of our predecessor, which then will be our operating partnership, and thereby indirectly acquire the properties and data center business described in this prospectus. We refer to these transactions as our “formation transactions.” Substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. We will contribute the net proceeds received by us from this offering to our operating partnership in exchange for OP units therein. For more information regarding our predecessor and the formation transactions, please see “Structure and Formation of Our Company.”

The summary selected historical financial data as of December 31, 2012 and 2011 and for each of the years ended December 31, 2012, 2011 and 2010 has been derived from our predecessor’s audited financial statements included elsewhere in this prospectus. The summary selected historical balance sheet data as of December 31, 2010 has been derived from our predecessor’s audited financial statements not otherwise included in this prospectus. The summary selected historical financial data as of June 30, 2013 and for each of the six months ended June 30, 2013 and 2012 has been derived from our predecessor’s unaudited financial statements included elsewhere in this prospectus and includes all adjustments that management considers necessary to present fairly the information set forth therein. The summary selected historical financial data for our predecessor is not necessarily indicative of our results of operations, cash flows or financial condition following the completion of this offering and our formation transactions.

The unaudited pro forma condensed consolidated financial data for the year ended December 31, 2012 and as of and for the six months ended June 30, 2013 are presented as if this offering, the formation transactions, the acquisition of the Sacramento data center in December 2012 and the effect of certain financing transactions as described in the pro forma condensed consolidated financial statements included elsewhere in this prospectus had all occurred on June 30, 2013 for the pro forma condensed consolidated balance sheet and on January 1, 2012 for the pro forma condensed consolidated statement of operations. Our pro forma condensed consolidated financial data is not necessarily indicative of what our actual financial condition and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial condition or results of operations.

The following table sets forth summary selected financial and operating data on a consolidated historical basis for our predecessor. You should read the following summary selected financial data in conjunction with our pro forma financial statements, our predecessor’s historical consolidated financial statements, the combined statements of revenues and certain operating expenses of our Sacramento data center, and, in each case, the related notes thereto, along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus.

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	Six Months Ended June 30, (unaudited)									Year Ended December 31,
	Pro Forma 2013			2013			2012			Pro Forma 2012 (unaudited)			2012			2011			2010
	($ in thousands)
Statement of Operations Data
Revenues:
Rental	$	68,589		$	68,589		$	59,516		$	131,135		$	120,758		$	104,051		$	92,800
Recoveries from customers		6,322			6,322			4,489			10,613			9,294			12,154			12,506
Cloud and managed services		8,435			8,435			6,883			14,497			14,497			12,173			9,054
Other		1,092			1,092			444			1,385			1,210			2,018			5,795
Total revenues		84,438			84,438			71,332			157,630			145,759			130,396			120,155
Operating expenses
Property operating costs		29,292			29,292			25,556			56,993			51,506			57,900			60,408
Real estate taxes and insurance		2,203			2,203			1,525			4,304			3,632			2,621			2,378
Depreciation and amortization		22,061			22,061			16,394			39,438			34,932			26,165			19,086
General and administrative		19,290			19,290			17,187			36,610			35,986			28,470			22,844
Transaction costs		—			—			—			897			897			—			—
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Restructuring charge		—			—			3,291			3,291			3,291			—			—
Total operating expenses		72,846			72,846			63,953			141,533			130,244			111,799			104,716
Operating income		11,592			11,592			7,379			16,097			15,515			18,597			15,439
Other income and expense:
Interest income		13			13			46			69			61			71			233
Interest expense		(4,459	)		(11,634	)		(12,393	)		(10,105	)		(25,140	)		(19,713	)		(23,502	)
Other (expense) income, net		—			(3,277	)		(1,434	)		(1,153	)		(1,151	)		136			22,214
Income (loss) before gain on sale of real estate		7,146			(3,306	)		(6,402	)		4,908			(10,715	)		(909	)		14,384
Gain on sale of real estate		—			—			—			948			948			—			—
Net income (loss)	$	7,146		$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Other Data (unaudited)
FFO(1)	$	26,763		$	16,311		$	8,753		$	39,931		$	20,253		$	23,047		$	31,771
Operating FFO(1)		26,763			19,588			13,171			45,246			25,568			13,900			2,456
Recognized MRR (in the period)(2)		73,785			73,785			63,188			141,151			128,533			108,942			98,832
MRR (at period end)(2)		12,743			12,743			11,021			11,857			11,857			9,898			9,138
NOI(3)		52,943			52,943			44,251			96,614			90,904			70,011			57,369
EBITDA(4)		33,653			30,376			22,339			55,330			50,244			44,898			56,739
Adjusted EBITDA(4)		34,448			34,448			27,253			60,416			55,330			42,306			34,857

	As of June 30, (unaudited)						As of December 31,
	Pro Forma 2013		2013		2012		Pro Forma 2012 (unaudited)		2012		2011		2010
	($ in thousands)
Balance Sheet Data
Real estate at cost*	$	821,336	$	821,336	$	606,295		N/A	$	734,828	$	555,586	$	432,233
Real estate assets, net**		701,760		701,760		518,357		N/A		631,928		481,050		379,967
Total assets		788,247		758,432		558,539		N/A		685,443		521,056		412,964
Credit facility and mortgages payable		314,903		558,903		461,136		N/A		487,791		407,906		302,765

* Reflects undepreciated cost of real estate assets, does not include real estate intangible assets acquired in connection with acquisitions.

** Net investment in real estate includes building and improvements (net of accumulated depreciation), land, and construction in progress.

	Six Months Ended June 30, (unaudited)								Year Ended December 31,
	Pro Forma 2013		2013			2012			Pro Forma 2012 (unaudited)		2012			2011			2010
	($ in thousands)
Cash Flow Data
Cash flow provided by (used for):
Operating activities	$	N/A	$	19,990		$	20,683		$	N/A	$	35,098		$	24,374		$	13,277
Investing activities		N/A		(86,526	)		(66,503	)		N/A		(194,927	)		(118,746	)		(56,574	)
Financing activities		N/A		63,004			44,139			N/A		160,719			94,669			5,610

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(1) We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), adjusted to exclude gains (or losses) from sales of property, real estate related depreciation and amortization and similar adjustments for unconsolidated partnerships and joint ventures. We generally calculate Operating FFO as FFO excluding certain non-recurring and primarily non-cash charges and gains and losses that management believes are not indicative of the results of our operating real estate portfolio. We believe that Operating FFO provides investors with another financial measure that may facilitate comparisons of operating performance and liquidity between periods and, to the extent other REITs calculate Operating FFO on a comparable basis, between us and these other REITs.

A reconciliation of net income (loss) to FFO and Operating FFO is presented below:

	Six Months Ended June 30, (unaudited)								Year Ended December 31, (unaudited)
	Pro Forma 2013		2013			2012			Pro Forma 2012			2012			2011			2010
	($ in thousands)
FFO
Net income (loss)	$	7,146	$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Real estate depreciation and amortizaton		19,617		19,617			15,155			35,023			30,968			23,956			17,387
Gain on sale of real estate		—		—			—			(948	)		(948	)		—			—
FFO		26,763		16,311			8,753			39,931			20,253			23,047			31,771
Operating FFO
Restructuring charge		—		—			3,291			3,291			3,291			—			—
Write off of unamortized deferred financing costs		—		3,277			1,434			1,434			1,434			—			—
Gain on legal settlement		—		—			—			—			—			(3,357	)		—
Transaction costs		—		—			—			897			897			—			—
Intangible revenue		—		—			—			—			—			(960	)		(4,844	)
Gain on extinguishment of debt		—		—			—			—			—			—			(22,214	)
Unrealized gain on derivatives		—		—			(307	)		(307	)		(307	)		(4,830	)		(2,257	)
Operating FFO	$	26,763	$	19,588		$	13,171		$	45,246		$	25,568		$	13,900		$	2,456

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(2) We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases (which represent customer leases that have been executed but for which lease payments have not commenced) as of a particular date, unless otherwise specifically noted. We calculate recognized MRR as the recurring revenue recognized during a given period, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. Management uses MRR and recognized MRR as supplemental performance measures because they provide useful measures of increases in contractual revenue from our customer leases. A reconciliation of total revenues to recognized MRR in the period and MRR at period-end is presented below:

	Six Months Ended June 30, (unaudited)									Year Ended December 31, (unaudited)
	Pro Forma 2013			2013			2012			Pro Forma 2012			2012			2011			2010
	($ in thousands)
Recognized MRR
Total period revenues (GAAP basis)	$	84,438		$	84,438		$	71,332		$	157,630		$	145,759		$	130,396		$	120,155
Less: Total period recoveries		(6,322	)		(6,322	)		(4,489	)		(10,613	)		(9,294	)		(12,154	)		(12,506	)
Total period deferred set-up fees		(2,188	)		(2,188	)		(1,862	)		(4,481	)		(4,317	)		(2,997	)		(2,710	)
Total period other		(2,143	)		(2,143	)		(1,793	)		(1,385	)		(3,615	)		(6,303	)		(6,107	)
Recognized MRR (in the period)	$	73,785		$	73,785		$	63,188		$	141,151		$	128,533		$	108,942		$	98,832
MRR
Total period revenues (GAAP basis)	$	84,438		$	84,438		$	71,332		$	157,630		$	145,759		$	130,396		$	120,155
Less: Total revenues excluding last month		(69,802	)		(69,802	)		(59,008	)		(143,157	)		(132,338	)		(119,156	)		(109,497	)
Total revenues for last month of period		14,636			14,636			12,324			14,473			13,421			11,240			10,658
Less: Last month recoveries		(1,224	)		(1,224	)		(775	)		(981	)		(879	)		(897	)		(1,175	)
Last month deferred set-up fees		(391	)		(391	)		(352	)		(455	)		(441	)		(278	)		(195	)
Last month other plus adjustments for period end		(278	)		(278	)		(176	)		(1,180	)		(244	)		(167	)		(150	)
MRR (at period end)*	$	12,743		$	12,743		$	11,021		$	11,857		$	11,857		$	9,898		$	9,138

* Does not include our booked-not-billed MRR balance, which was $2.3 million and $1.2 million as of June 30, 2013 and 2012, respectively, and $1.1 million, $1.0 million and $1.0 million as of December 31, 2012, 2011, and 2010, respectively.

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(3) We calculate net operating income, or NOI, as net income (loss), excluding: interest expense, interest income, depreciation and amortization, write off of unamortized deferred financing costs, gain on extinguishment of debt, transaction costs, gain on legal settlement, gain on sale of real estate, restructuring charge and general and administrative expenses. We believe that NOI is another metric that is often utilized to evaluate returns on operating real estate from period to period and also, in part, to assess the value of the operating real estate. A reconciliation of net income (loss) to NOI is presented below:

	Six Months Ended June 30, (unaudited)									Year Ended December 31, (unaudited)
	Pro Forma 2013			2013			2012			Pro Forma 2012			2012			2011			2010
	($ in thousands)
Net Operating Income (NOI)
Net income (loss)	$	7,146		$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Interest expense		4,459			11,634			12,393			10,105			25,140			19,713			23,502
Interest income		(13	)		(13	)		(46	)		(69	)		(61	)		(71	)		(233	)
Depreciation and amortization		22,061			22,061			16,394			39,438			34,932			26,165			19,086
Write off of unamortized deferred financing costs		—			3,277			1,434			1,434			1,434			—			—
Gain on extinguishment of debt		—			—			—			—			—			—			(22,214	)
Transaction costs		—			—			—			897			897			—			—
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Gain on sale of real estate		—			—			—			(948	)		(948	)		—			—
Restructuring charge		—			—			3,291			3,291			3,291			—			—
General and administrative expenses		19,290			19,290			17,187			36,610			35,986			28,470			22,844
NOI	$	52,943		$	52,943		$	44,251		$	96,614		$	90,904		$	70,011		$	57,369
Breakdown of NOI by Facility:
Atlanta Metro data center	$	25,000		$	25,000		$	20,048		$	42,787		$	42,787		$	29,712		$	26,595
Suwanee data center		13,428			13,428			16,766			30,471			30,471			32,258			28,508
Santa Clara data center		5,498			5,498			5,550			11,183			11,183			9,672			7,291
Richmond data center		4,679			4,679			2,116			6,094			6,094			267			—
Other data centers		4,338			4,338			(229	)		6,079			369			(1,898	)		(5,025	)
NOI	$	52,943		$	52,943		$	44,251		$	96,614		$	90,904		$	70,011		$	57,369

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(4) We calculate EBITDA as net income (loss) excluding interest expense and interest income, provision for income taxes (including income taxes applicable to sale of assets) and depreciation and amortization. We believe that EBITDA is another metric that is often utilized to evaluate and compare our ongoing operating results and also, in part, to assess the value of our operating portfolio.

In addition to EBITDA, we calculate an adjusted measure of EBITDA, which we refer to as Adjusted EBITDA, as EBITDA excluding write off of unamortized deferred financing costs, gain on extinguishment of debt, transaction costs, equity-based compensation expense, restructuring charge, gain on legal settlement and gain on sale of real estate. We believe that Adjusted EBITDA provides investors with another financial measure that can facilitate comparisons of operating performance between periods and between REITs.

A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is presented below:

	Six Months Ended June 30, (unaudited)									Year Ended December 31, (unaudited)
	Pro Forma 2013			2013			2012			Pro Forma 2012			2012			2011			2010
	($ in thousands)
EBITDA
Net income (loss)	$	7,146		$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Interest expense		4,459			11,634			12,393			10,105			25,140			19,713			23,502
Interest income		(13	)		(13	)		(46	)		(69	)		(61	)		(71	)		(233	)
Depreciation and amortization		22,061			22,061			16,394			39,438			34,932			26,165			19,086
EBITDA		33,653			30,376			22,339			55,330			50,244			44,898			56,739
Adjusted EBITDA
Write off of unamortized deferred financing costs		—			3,277			1,434			1,434			1,434			—			—
Gain on extinguishment of debt		—			—			—			—			—			—			(22,214	)
Transaction costs		—			—			—			897			897			—			—
Equity-based compensation expense		795			795			189			412			412			765			332
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Gain on sale of real estate		—			—			—			(948	)		(948	)		—			—
Restructuring charge		—			—			3,291			3,291			3,291			—			—
Adjusted EBITDA	$	34,448		$	34,448		$	27,253		$	60,416		$	55,330		$	42,306		$	34,857

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RISK FACTORS

An investment in our common stock involves risks. Before making an investment decision, you should carefully consider the following risk factors, which address the material risks concerning our business and an investment in our Class A common stock, together with the other information contained in this prospectus. If any of the risks discussed in this prospectus were to occur, our business, prospects, financial condition, liquidity, funds from operations and results of operations and our ability to service our debt and make distributions to our stockholders could be materially and adversely affected, which we refer to herein collectively as a “material adverse effect on us,” the market price of our common stock could decline significantly and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Operations

Because we are focused on the ownership, operation and redevelopment of data centers, any decrease in the demand for data center space or managed services could have a material adverse effect on us.

Because our portfolio of properties consists entirely of data centers, or properties to be converted to data centers, we are subject to risks inherent in investments in a single industry. Adverse developments in the data center market or in the industries in which our customers operate could lead to a decrease in the demand for data center space or managed services, which could have a greater material adverse effect on us than if we owned a more diversified real estate portfolio. These adverse developments could include: a decline in the technology industry, such as a decrease in the use of mobile or web-based commerce, industry slowdowns, business layoffs or downsizing, relocations of businesses, increased costs of complying with existing or new government regulations and other factors; a slowdown in the growth of the Internet generally as a medium for commerce and communication; a downturn in the market for data center space generally such as oversupply of or reduced demand for space; and the rapid development of new technologies or the adoption of new industry standards that render our or our customers’ current products and services obsolete or unmarketable and, in the case of our customers, that contribute to a downturn in their businesses, increasing the likelihood of a default under their leases or that they become insolvent or file for bankruptcy protection. To the extent that any of these or other adverse conditions occur, they are likely to impact market rents for, and cash flows from, our data center space, which could have a material adverse effect on us.

Our data center infrastructure may become obsolete or unmarketable and we may not be able to upgrade our power, cooling, security or connectivity systems cost-effectively or at all.

The markets for the data centers we own and operate, as well as certain of the industries in which our customers operate, are characterized by rapidly changing technology, evolving industry standards, frequent new service introductions, shifting distribution channels and changing customer demands. As a result, the infrastructure at our data centers may become obsolete or unmarketable due to demand for new processes and/or technologies, including, without limitation: (i) new processes to deliver power to, or eliminate heat from, computer systems; (ii) customer demand for additional redundancy capacity; or (iii) new technology that permits lower levels of critical load and heat removal than our data centers are currently designed to provide. In addition, the systems that connect our data centers to the Internet and other external networks may become outdated, including with respect to latency, reliability and diversity of connectivity. When customers demand new processes or technologies, we may not be able to upgrade our data centers on a cost effective basis, or at all, due to, among other things, increased

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expenses to us that cannot be passed on to customers or insufficient revenue to fund the necessary capital expenditures. The obsolescence of our power and cooling systems and/or our inability to upgrade our data centers, including associated connectivity, could reduce revenue at our data centers and could have a material adverse effect on us. Furthermore, potential future regulations that apply to industries we serve may require customers in those industries to seek specific requirements from their data centers that we are unable to provide. These may include physical security regulations applicable to the defense industry and government contractors and privacy and security requirements applicable to the financial services and health care industries. If such regulations were adopted, we could lose customers or be unable to attract new customers in certain industries, which could have a material adverse effect on us.

We face considerable competition in the data center industry and may be unable to renew existing leases, lease vacant space or re-let space on more favorable terms, or at all, as leases expire, which could have a material adverse effect on us.

Leases representing approximately 27% of our leased raised floor and approximately 44% of our annualized rent (including all month-to-month leases), in each case as of June 30, 2013, will expire in either 2013 or 2014. We compete with numerous developers, owners and operators in the data center industry, including managed service providers and other REITs, some of which own or lease properties similar to ours, or may do so in the future, in the same submarkets in which our properties are located. Our competitors may have significant advantages over us, including greater name recognition, longer operating histories, higher operating margins, pre-existing relationships with current or potential customers, greater financial, marketing and other resources, and access to greater and less expensive power. These advantages could allow our competitors to respond more quickly to strategic opportunities or changes in our industry or markets. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our customers, or if our competitors offer products and services in a greater variety, that are more state-of-the-art or that are more competitively priced than the products and services we offer, we may lose customers or be unable to attract new customers without lowering our rental rates and improving the quality, mix and technology of our products and services. We cannot assure you that we will be able to renew leases with our existing customers or re-let space to new customers if our current customers do not renew their leases. Even if our customers renew their leases or we are able to re-let the space, the terms (including rental rates and lease periods) and costs (including capital) of renewal or re-letting may be less favorable than the terms of our current leases. In addition, there can be no assurances that the type of space and/or services currently available at our properties will be sufficient to retain current customers or attract new customers in the future. Finally, although we offer a full spectrum of data center products from Custom Data Centers to Colocation to Cloud and Managed Services, our competitors that specialize in only one of our product and service offerings may have competitive advantages in that space. If rental rates for our properties decline, we are unable to lease vacant space, our existing customers do not renew their leases or we do not re-let space from expiring leases, in each case, on favorable terms, it could have a material adverse effect on us.

The long sales cycle for data center products could have a material adverse effect on us.

A customer’s decision to lease space in one of our data centers and to purchase Cloud and Managed Services typically involves a significant commitment of resources, time-consuming contract negotiations regarding the service level commitments and substantial due diligence on the part of the customer regarding the adequacy of our infrastructure and attractiveness of our products and services. As a result, the leasing of data center space and Cloud and Managed Services has a long sales cycle. Furthermore, we may expend significant time and resources in pursuing a particular sale or customer that may not result in any revenue. Our inability to adequately manage the risks associated with leasing the space and products within our facilities could have a material adverse effect on us.

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Our customers may choose to develop new data centers or expand their own existing data centers, which could result in the loss of one or more key customers or reduce demand and pricing for our data centers and could have a material adverse effect on us.

Some of our customers may develop their own data center facilities. Other customers with their own existing data centers may choose to expand their data centers in the future. In the event that any of our key customers were to develop or expand their data centers, it could result in a loss of business to us or put pressure on our pricing. If we lose a customer, there is no assurance that we would be able to replace that customer at the same or a higher rate, or at all, which could have a material adverse effect on us.

The bankruptcy or insolvency of a major customer could have a material adverse effect on us.

The bankruptcy or insolvency of a major customer could have significant consequences for us. If any customer becomes a debtor in a case under the federal Bankruptcy Code, we cannot evict the customer solely because of the bankruptcy. In addition, the bankruptcy court might authorize the customer to reject and terminate its lease with us. Our claim against the customer for unpaid future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In either case, our claim for unpaid rent would likely not be paid in full. If any of our significant customers were to become bankrupt or insolvent, suffer a downturn in its business, fail to renew its lease at all or renew on terms less favorable to us than its current terms, reject or terminate any leases with us and/or fail to pay unpaid or future rent owed to us, it could have a material adverse effect on us.

Our two largest properties in terms of annualized rent, Atlanta Metro and Suwanee, collectively accounted for approximately 64% of our annualized rent as of June 30, 2013, and any inability, temporarily or permanently, to fully and consistently operate either of these properties could have a material adverse effect on us.

Our two largest properties in terms of annualized rent, Atlanta Metro and Suwanee, collectively accounted for approximately 64% of our annualized rent as of June 30, 2013. Therefore, any inability, temporarily or permanently, to fully and consistently operate either of these properties could have a material adverse effect on us. In addition, because both properties are located in the Atlanta metropolitan area, we are particularly susceptible to adverse developments in this area, including as a result of natural disasters (such as hurricanes, floods, tornadoes and other events), that could cause, among other things, permanent damage to the properties and electrical power outages that may last beyond our backup and alternative power arrangements. Further, Atlanta Metro and Suwanee account for several of our largest leases in terms of MRR. Any nonrenewal, credit or other issues with large customers could adversely affect the performance of these properties.

We may be adversely affected by the economies and other conditions of the markets in which we operate, particularly in Atlanta and other metropolitan areas, where we have a high concentration of our data center properties.

We are susceptible to adverse economic or other conditions in the geographic markets in which we operate, such as periods of economic slowdown or recession, the oversupply of, or a reduction in demand for, data centers and cloud and managed services in a particular area, industry slowdowns, layoffs or downsizings, relocation of businesses, increases in real estate and other taxes and changing demographics. The occurrence of these conditions in the specific markets in which we have concentrations of properties could have a material adverse effect on us. Our Atlanta area (Atlanta Metro and Suwanee) and Santa Clara data centers accounted for approximately 64% and 12%, respectively, of our annualized rent as of June 30, 2013. As a result, we are particularly susceptible to adverse market conditions in these areas. In addition, other geographic markets could become more attractive for developers, operators and customers of data center facilities based on favorable costs

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and other conditions to construct or operate data center facilities in those markets. For example, some states have created tax incentives for developers and operators to locate data center facilities in their jurisdictions. These changes in other markets may increase demand in those markets and result in a corresponding decrease in demand in our markets. Any adverse economic or real estate developments in the geographic markets in which we have a concentration of properties, or in any of the other markets in which we operate, or any decrease in demand for data center space resulting from the local business climate or business climate in other markets, could have a material adverse effect on us.

The long-term continuance of challenging economic and other market conditions could have a material adverse effect on us.

Economic and other market conditions continue to be challenging in the United States, with tighter credit conditions and modest growth. While recent economic data reflects a stabilization of the economy and credit markets, the cost and availability of credit may continue to be limited. Furthermore, deteriorating economic and other market conditions that affect our customers could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our real estate portfolio. Additionally, the economic climate could have an impact on our lenders or customers, causing them to fail to meet their obligations to us. The long-term continuance of challenging economic and other market conditions could have a material adverse effect on us.

Future consolidation and competition in our customers’ industries could reduce the number of our existing and potential customers and make us dependent on a more limited number of customers.

Mergers or consolidations in our customers’ industries in the future could reduce the number of our existing and potential customers and make us dependent on a more limited number of customers. If our customers merge with or are acquired by other entities that are not our customers, they may discontinue or reduce the use of our data centers in the future. Additionally, some of our customers may compete with one another in various aspects of their businesses, which places additional competitive pressures on our customers. Any of these developments could have a material adverse effect on us.

Our failure to develop and maintain a diverse customer base could have a material adverse effect on us.

Our customers are a mix of C1, C2 and C3 customers. Each type of customer and their leases with us have certain features that distinguish them from our other customers, such as operating margin, space and power requirements and lease term. In addition, our customers engage in a variety of professional, financial, technological and other businesses. A diverse customer base helps to minimize exposure to economic fluctuations in any one industry, business sector or customer type, or any particular customer. Our relative mix of C1, C2 and C3 customers may change over time, as may the industries represented by our customers, the concentration of customers within specified industries and the economic value and risks associated with each customer, and there is no assurance that we will be able to maintain a diverse customer base, which could have a material adverse effect on us.

Our future growth depends upon the successful redevelopment of our existing properties, and any delays or unexpected costs in such redevelopment could have a material adverse effect on us.

We have initiated or are contemplating the redevelopment of seven of our existing data center properties: Atlanta Metro, Dallas, Jersey City, Richmond, Sacramento, Santa Clara and Suwanee. Our future growth depends upon the successful completion of these efforts. With respect to our current and

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any future expansions and any new developments or redevelopments, we will be subject to certain risks, including the following:

Ÿ financing risks;

Ÿ increases in interest rates or credit spreads;

Ÿ construction and/or lease-up delays;

Ÿ changes to plans or specifications;

Ÿ construction site accidents or other casualties;

Ÿ lack of availability of, and/or increased costs for, specialized data center components, including long lead-time items such as generators;

Ÿ cost overruns, including construction or labor costs that exceed our original estimates;

Ÿ contractor and subcontractor disputes, strikes, labor disputes or supply disruptions;

Ÿ failure to achieve expected occupancy and/or rental rate levels within the projected time frame, if at all;

Ÿ sub-optimal mix of 3Cs products;

Ÿ environmental issues, fire, flooding, earthquakes and other natural disasters; and

Ÿ delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, environmental, land use and other governmental permits, and changes in zoning and land use laws, particularly with respect to build-outs at our Sacramento and Santa Clara facilities.

In addition, with respect to any future developments of new data center properties, we will be subject to risks and, potentially, unanticipated costs associated with obtaining access to a sufficient amount of power from local utilities, including the need, in some cases, to develop utility substations on our properties in order to accommodate our power needs, constraints on the amount of electricity that a particular locality’s power grid is capable of providing at any given time, and risks associated with the negotiation of long-term power contracts with utility providers. We may not be able to successfully negotiate such contracts on favorable terms, or at all. Any inability to negotiate utility contracts on a timely basis or on favorable terms or in volumes sufficient to supply the critical load anticipated for future developments could have a material adverse effect on us.

While we intend to develop data center properties primarily in markets with which we are familiar, we may in the future acquire properties in new geographic markets where we expect to achieve favorable risk-adjusted returns on our investment. We may not possess the same level of familiarity with development or redevelopment in these new markets and therefore cannot assure you that our development activities will generate attractive returns. Furthermore, development and redevelopment activities, regardless of whether they are ultimately successful, also typically require a substantial portion of our management’s time and attention. This may distract our management from focusing on other operational activities of our business.

These and other risks could result in delays or increased costs and could prevent completion of our development and expansion projects once undertaken, which could have a material adverse effect on us. In addition, we are expanding the aforementioned properties, and may develop or expand properties in the future, prior to obtaining commitments from customers to lease them. This is known as developing or expanding “on speculation” and involves the risk that we will be unable to attract customers to the properties on favorable terms in a timely manner, if at all. In addition to our internal sales force, through our channels and partners team, we intend to use our existing industry relationships with national technology companies to retain and attract customers for our existing data center properties as well as the expansions and developments of such properties. We believe these

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industry relationships provide an ongoing pipeline of attractive leasing opportunities, and we intend to capitalize on these relationships in order to increase our leasing network. If our internal sales force or channels and partners team is not successful in leasing new data center space on favorable terms, it could have a material adverse effect on us.

Our properties are designed primarily for lease as data centers, which could make it difficult to reposition them if we are not able to lease or re-let available space.

Our properties are highly specialized properties that contain extensive electrical, communications and mechanical systems. Such systems are often custom-designed to house, power and cool certain types of computer systems and networking equipment. Any office space (such as private office space, open office areas and conference centers) located at our properties is merely complementary to such systems, to facilitate our ability to service and maintain them. As a result, our properties are not well-suited for primary use by customers as anything other than data centers. Major renovations and expenditures would be required to convert the properties for use as commercial office space, or for any other use, which would substantially reduce the benefits from such a conversion. In the event of a conversion, the value of our properties may be impaired due to the costs of reconfiguring the real estate for alternate purposes and the removal or modification of the specialized systems and equipment. The highly specialized nature of our data center properties could make it difficult and costly to reposition them if we are not able to lease or re-let available space on favorable terms, or at all, which could have a material adverse effect on us.

We lease the space in which two of our data centers are located and the non-renewal of such leases could have a material adverse effect on us.

We lease the space housing our data center facilities located in Jersey City, New Jersey and Overland Park, Kansas, where our corporate headquarters is located. These leases expire (taking into account our extension options) in 2031 and 2023, respectively. We would incur significant costs if we were forced to vacate either of our leased facilities due to the high costs of relocating the equipment in our facilities and installing the necessary infrastructure in a new data center property. If we were forced to vacate either of our leased facilities, we could lose customers that chose our services based on our location. Our landlords could attempt to evict us for reasons beyond our control. Further, we may be unable to maintain good working relationships with our landlords, which would adversely affect our relationship with our customers and could result in the loss of current customers. In addition, we cannot assure you that we will be able to renew these leases prior to their expiration dates on favorable terms or at all. If we are unable to renew our lease agreements, we could lose a significant number of customers who are unwilling to relocate their equipment to another one of our data center properties, which could have a material adverse effect on us. Even if we are able to renew these leases, the terms and other costs of renewal may be less favorable than our existing lease arrangements. Failure to sufficiently increase revenue from customers at these facilities to offset these projected higher costs could have a material adverse effect on us.

The ground sublease structure at the Santa Clara property could prevent us from developing the property as we desire, and we may have to incur additional expenses prior the end of the ground sublease to restore the property to its prelease state.

Our interest in the Santa Clara property is subject to a ground sublease granted by a third party, as ground sublessor, to our indirect subsidiary Quality Investment Properties Santa Clara, LLC, or QIP Santa Clara. The ground sublease terminates in 2052 and we have two options to extend the original term for consecutive ten-year terms. The ground sublease structure presents special risks. We, as ground sublessee, will own all improvements on the land, including the buildings in which the data centers are located during the term of the ground sublease. Upon the expiration or earlier termination

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of the ground sublease, however, the improvements on the land will become the property of the ground sublessor. Unless we purchase a fee interest in the land and improvements subject to the ground sublease, we will not have any economic interest in the land or improvements at the expiration of the ground sublease. Therefore, we will not share in any increase in value of the land or improvements beyond the term of the ground sublease, notwithstanding our capital outlay to purchase our interest in the data center or fund improvements thereon, and will lose our right to use the building on the subleased property. In addition, upon the expiration of the ground sublease, the ground sublessor may require the removal of the improvements or the restoration of the improvements to their condition prior to any permitted alterations at our sole cost and expense. If we do not meet a certain net worth test, we also will be required to provide the ground sublessor with a bond in connection with such removal and restoration requirements. In addition, while we generally have the right to undertake alterations to the demised premises, the ground sublessor has the right to reasonably approve the quality of such work and the form and content of certain financial information of QIP Santa Clara. The ground sublessor need not give its approval to alterations if it or its affiliate determines that the work will have a material adverse impact on the fee interest in property adjacent to the demised premises. In addition, though the ground sublease provides that we may exercise the rights of ground lessor in the event of a rejection of the master ground lease, each of the master ground lease and the ground sublease may be rejected in bankruptcy. Finally, in the event of a condemnation, the ground lessor is entitled to an allocable share of any condemnation proceeds. The ground sublease, however, does contain important nondisturbance protections and provides that, in event of the termination of the master ground lease, the ground sublease will become a direct lease between the ground lessor and QIP Santa Clara.

We depend on third parties to provide Internet, telecommunication and fiber optic network connectivity to the customers in our data centers, and any delays or disruptions in service could have a material adverse effect on us.

Our products and infrastructure rely on third-party service providers. In particular, we depend on third parties to provide Internet, telecommunication and fiber optic network connectivity to the customers in our data centers, and we have no control over the reliability of the services provided by these suppliers. Our customers may in the future experience difficulties due to service failures unrelated to our systems and services. Any Internet, telecommunication or fiber optic network failures may result in significant loss of connectivity to our data centers, which could reduce the confidence of our customers and could consequently impair our ability to retain existing customers or attract new customers and could have a material adverse effect on us.

Similarly, we depend upon the presence of Internet, telecommunications and fiber optic networks serving the locations of our data centers in order to attract and retain customers. The construction required to connect multiple carrier facilities to our data centers is complex, requiring a sophisticated redundant fiber network, and involves matters outside of our control, including regulatory requirements and the availability of construction resources. Each new data center that we develop requires significant amounts of capital for the construction and operation of a sophisticated redundant fiber network. We believe that the availability of carrier capacity affects our business and future growth. We cannot assure you that any carrier will elect to offer its services within our data centers or that once a carrier has decided to provide connectivity to our data centers that it will continue to do so for any period of time. Furthermore, some carriers are experiencing business difficulties or have announced consolidations or mergers. As a result, some carriers may be forced to downsize or terminate connectivity within our data centers, which could adversely affect our customers and could have a material adverse effect on us.

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Power outages, limited availability of electrical resources and increased energy costs could have a material adverse effect on us.

Our data centers are subject to electrical power outages, regional competition for available power and increased energy costs. We attempt to limit exposure to system downtime by using backup generators and power supplies generally at a significantly higher operating cost than we would pay for an equivalent amount of power from a local utility. However, we may not be able to limit our exposure entirely even with these protections in place. Power outages, which may last beyond our backup and alternative power arrangements, would harm our customers and our business. During power outages, changes in humidity and temperature can cause permanent damage to servers and other electrical equipment. We could incur financial obligations or be subject to lawsuits by our customers in connection with a loss of power. Any loss of services or equipment damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers, which could have a material adverse effect on us.

In addition, power and cooling requirements at our data centers are increasing as a result of the increasing power and cooling demands of modern servers. Since we rely on third parties to provide our data centers with sufficient power to meet our customers’ needs, and we generally do not control the amount of power drawn by our customers, our data centers could have a limited or inadequate amount of electrical resources.

We also may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, such as coal, oil or natural gas. The price of these fuels and the electricity generated from them could increase as a result of proposed legislative measures related to climate change or efforts to regulate carbon emissions. While our wholesale customers are billed based on a pass-through basis for their direct energy usage, our retail customers pay a fixed cost for services, including power, so any excess energy costs above such fixed costs are borne by us. Although, for technical and practical reasons, our retail customers often use less power than the amount we are required to provide pursuant to their leases, there is no assurance that this will always be the case. Although we have a diverse customer base, the concentration and mix of our customers may change and increases in the cost of power at any of our data centers would put those locations at a competitive disadvantage relative to data centers served by utilities that can provide less expensive power. This could adversely affect our relationships with our customers and hinder our ability to operate our data centers, which could have a material adverse effect on us.

We rely on the proper and efficient functioning of computer and data-processing systems, and a large-scale malfunction could have a material adverse effect on us.

Our ability to keep our data centers operating depends on the proper and efficient functioning of computer and data-processing systems. Since computer and data-processing systems are susceptible to malfunctions and interruptions, including those due to equipment damage, power outages, computer viruses and a range of other hardware, software and network problems, we cannot guarantee that our data centers will not experience such malfunctions or interruptions in the future. Additionally, expansions and developments in the products and services that we offer, including our Cloud and Managed Services, could increasingly add a measure of complexity that may overburden our data center and network resources and human capital, making service interruptions and failures more likely. A significant or large-scale malfunction or interruption of one or more of any of our data centers’ computer or data-processing systems could adversely affect our ability to keep such data centers running efficiently. If a malfunction results in a wider or sustained disruption to business at a property, it could have a material adverse effect on us.

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Interruptions in our provision of products or services, or security breaches at our facility or affecting our networks, could result in a loss of customers and damage our reputation, which could have a material adverse effect on us.

Our business and reputation could be adversely affected by any interruption or failure in the provision of products, services or security (whether network or physical) at our data centers, even if such events occur as a result of a natural disaster, human error, landlord maintenance failure, water damage, fiber cuts, extreme temperature or humidity, sabotage, vandalism, terrorist acts, unauthorized entry or other unanticipated problems. In addition, our network could be subject to unauthorized access, computer viruses, and other disruptive problems caused by customers, employees, or others. Unauthorized access, computer viruses, or other disruptive problems could lead to interruptions, delays and cessation of service to our customers. If a significant disruption occurs, we may be unable to implement disaster recovery or security measures in a timely manner or, if and when implemented, these measures may not be sufficient or could be circumvented through the reoccurrence of a natural disaster or other unanticipated problem, or as a result of accidental or intentional actions. Furthermore, such disruptions can cause damage to servers and may result in legal liability where interruptions in service violate service commitments in customer leases. Resolving network failures or alleviating security problems also may require interruptions, delays, or cessation of service to our customers. Accordingly, failures in our products and services, including problems at our data centers, network interruptions or breaches of security on our network may result in significant liability, a loss of customers and damage to our reputation, which could have a material adverse effect on us.

If we are unable to protect our or our customers’ information from theft or loss, our reputation could be harmed, which could have a material adverse effect on us.

We are vulnerable to negative impacts if sensitive information from our customers or their customers is inadvertently compromised or lost. We routinely process, store and transmit large amounts of data for our customers, which includes sensitive and personally identifiable information. Loss or compromise of this data could cost us both monetarily and in terms of customer goodwill and lost business. Unauthorized access also potentially could jeopardize the security of confidential information of our customers or our customers’ end-users, which might expose us to liability from customers and the government agencies that regulate us or our customers, as well as deter potential customers from renting our space and purchasing our services. For example, violations of the Health Insurance Portability and Accountability Act, or HIPAA, and Health Information Technology for Economic and Clinical Health Act can lead to fines of up to $1.5 million for all violations of a particular provision in a calendar year. In addition, we cannot predict how future laws, regulations and standards, or future interpretations of current laws, regulations and standards, related to privacy and security will affect our business and we cannot predict the cost of compliance. We may be required to expend significant financial resources to protect against physical or cybersecurity breaches that could result in the misappropriation of our or our customers’ information. As techniques used to breach security change frequently, and are generally not recognized until launched against a target, we may not be able to implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Any internal or external breach in our network could severely harm our business and result in costly litigation and potential liability for us. To the extent our customers demand that we accept unlimited liability and to the extent there is a competitive trend to accept it, such a trend could affect our ability to retain these limitations in our leases at the risk of losing the business. Such a trend may be particularly likely to occur with regard to our Cloud and Managed Services. We may experience a data loss or security breach, which could have a material adverse effect on us.

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The loss of key personnel, particularly Chad L. Williams, our Chairman and Chief Executive Officer, and William H. Schafer, our Chief Financial Officer, could have a material adverse effect on us.

Our continued success depends, to a significant extent, on the continued services of key personnel, particularly Chad L. Williams, our Chairman and Chief Executive Officer, and William H. Schafer, our Chief Financial Officer, who have extensive market knowledge and long-standing business relationships. In particular, our reputation among and our relationships with our key customers are the direct result of a significant investment of time and effort by these individuals to build our credibility in a highly specialized industry. The loss of services of one or more key members of our executive management team, particularly our Chairman and Chief Executive Officer or our Chief Financial Officer, could diminish our business and investment opportunities and our relationships with lenders, business partners and existing and prospective customers and could have a material adverse effect on us.

Any inability to recruit or retain qualified personnel, or maintain access to key third-party service providers, could have a material adverse effect on us.

We must continue to identify, hire, train, and retain IT professionals, technical engineers, operations employees, and sales and senior management personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required to grow our company, develop and expand our data centers, maximize our rental and services income and achieve the highest sustainable rent levels at each of our facilities. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of these personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. An increase in these costs or our inability to recruit and retain necessary technical, managerial, sales and marketing personnel or to maintain access to key third-party providers could have a material adverse effect on us.

Our decentralized management structure may lead to incidents or developments that could damage our reputation and could have a material adverse effect on us.

We have a decentralized management structure that enables the local managers at each of our data centers to quickly and effectively respond to trends in their respective markets. While we believe that we exercise an appropriate level of central control and supervision over all of our operations, the local managers retain a certain amount of operational and decision-making flexibility, including the management of the particular data center, sourcing, pricing and other sales decisions. We cannot guarantee that our local managers will not take actions or experience problems that could damage our reputation or have a material adverse effect on us.

We may be unable to identify and complete acquisitions on favorable terms or at all, which may inhibit our growth and have a material adverse effect on us.

We continually evaluate the market of available properties and may acquire additional properties when opportunities exist. Our ability to acquire properties on favorable terms is subject to the following significant risks:

Ÿ we may be unable to acquire a desired property because of competition from other real estate investors with significant resources and/or access to capital, including both publicly traded REITs and institutional investment funds;

Ÿ even if we are able to acquire a desired property, competition from other potential acquirors may significantly increase the purchase price or result in other less favorable terms;

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Ÿ even if we enter into agreements for the acquisition of a desired property, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction, and we may incur significant expenses for properties we never actually acquire;

Ÿ we may be unable to finance acquisitions on favorable terms or at all; and

Ÿ we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of environmental contamination, claims by customers, vendors or other persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

Any inability to complete property acquisitions on favorable terms or at all could have a material adverse effect on us.

We may be unable to successfully integrate and operate acquired properties, which could have a material adverse effect on us.

Even if we are able to make acquisitions on favorable terms, our ability to successfully integrate and operate them is subject to the following significant risks:

Ÿ we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties, as well as require substantial management time and attention;

Ÿ we may be unable to integrate new acquisitions quickly and efficiently, particularly acquisitions of operating businesses or portfolios of properties, into our existing operations;

Ÿ acquired properties may be subject to reassessment, which may result in higher than expected property tax payments;

Ÿ our customer retention and lease renewal risks may be increased; and

Ÿ market conditions may result in higher than expected vacancy rates and lower than expected rental rates.

Any inability to integrate and operate acquired properties to meet our financial, operational and strategic expectations could have a material adverse effect on us.

We recently acquired our Sacramento facility and expect a transition period during which our retention and lease renewal risks may be increased. Management also may be required to spend a greater portion of its time at the Sacramento facility (rather than the other facilities) in order to manage its successful integration into our platform. We will continue to operate the Sacramento facility in the same manner (and with the same degree of care and skill) as our other properties, but if customers are unsatisfied, they may fail to renew their leases or breach their existing leases. In the event that customers fail to renew their leases, the revenue at the Sacramento facility may decrease, which could have a material adverse effect on us.

We may be subject to unknown or contingent liabilities related to properties or businesses that we acquire, which may result in damages and investment losses.

Assets and entities that we have acquired or may acquire in the future may be subject to unknown or contingent liabilities for which we may have limited or no recourse against the sellers. Unknown or contingent liabilities might include liabilities for clean-up or remediation of environmental conditions, claims of customers, vendors or other persons dealing with the acquired entities, tax liabilities and other liabilities whether incurred in the ordinary course of business or otherwise. In the

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future we may enter into transactions with limited representations and warranties or with representations and warranties that do not survive the closing of the transactions, in which event we would have no or limited recourse against the sellers of such properties. While we usually require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification is often limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that we may incur with respect to liabilities associated with acquired properties and entities may exceed our expectations. Finally, indemnification agreements between us and the sellers typically provide that the sellers will retain certain specified liabilities relating to the assets and entities acquired by us. While the sellers are generally contractually obligated to pay all losses and other expenses relating to such retained liabilities, there can be no guarantee that such arrangements will not require us to incur losses or other expenses as well. Any of these matters could have a material adverse effect on us.

Risks Related to Financing

An inability to access external sources of capital on favorable terms or at all could limit our ability to execute our business and growth strategies.

In order to qualify and maintain our qualification as a REIT, we are required under the Code to distribute at least 90% of our “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) annually. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our “REIT taxable income,” including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including capital for development projects and acquisition opportunities, from operating cash flow. Consequently, we intend to rely on third-party sources of capital to fund a substantial amount of our future capital needs. We may not be able to obtain such financing on favorable terms or at all. Any additional debt we incur will increase our leverage, expose us to the risk of default and impose operating restrictions on us. In addition, any equity financing could be materially dilutive to the equity interests held by our stockholders. Our access to third-party sources of capital depends, in part, on general market conditions, the market’s perception of our growth potential, our leverage, our current and expected results of operations, liquidity, financial condition and cash distributions to stockholders and the market price of our common stock. If we cannot obtain capital when needed, we may not be able to execute our business and growth strategies (including redeveloping or acquiring properties when strategic opportunities exist), satisfy our debt service obligations, make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT (which would expose us to significant penalties and corporate level taxation), or fund our other business needs, which could have a material adverse effect on us.

Upon completion of this offering, our pro forma indebtedness outstanding as of June 30, 2013 will be approximately $315 million, which will expose us to interest rate fluctuations and the risk of default thereunder.

Upon completion of this offering, our pro forma indebtedness outstanding as of June 30, 2013 will be approximately $315 million. Approximately $145 million of this indebtedness bears interest at a variable rate, including the impact of hedging arrangements. Increases in interest rates, or the loss of the benefits of our existing or future hedging agreements, would increase our interest expense, which would adversely affect our cash flow and our ability to service our debt. Our organizational documents contain no limitations regarding the maximum level of indebtedness, as a percentage of our market capitalization or otherwise, that we may incur. We may incur significant additional indebtedness,

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including mortgage indebtedness, in the future. Our substantial outstanding pro forma indebtedness, and the limitations imposed on us by our debt agreements, could have other significant adverse consequences, including the following:

Ÿ our cash flow may be insufficient to meet our required principal and interest payments;

Ÿ we may use a substantial portion of our cash flows to make principal and interest payments and we may be unable to obtain additional financing as needed or on favorable terms, which could, among other things, have a material adverse effect on our ability to complete our redevelopment pipeline, capitalize upon emerging acquisition opportunities, make cash distributions to our stockholders, or meet our other business needs;

Ÿ we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

Ÿ we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;

Ÿ we may be required to maintain certain debt and coverage and other financial ratios at specified levels, thereby reducing our financial flexibility;

Ÿ our vulnerability to general adverse economic and industry conditions may be increased;

Ÿ greater exposure to increases in interest rates for our variable rate debt and to higher interest expense on future fixed rate debt;

Ÿ we may be at a competitive disadvantage relative to our competitors that have less indebtedness; and

Ÿ we may default on our indebtedness by failure to make required payments or violation of covenants, which would entitle holders of such indebtedness and possibly other indebtedness to accelerate the maturity of their indebtedness and, if such indebtedness is secured, to foreclose on our properties that secure their loans and receive an assignment of our rents and leases.

The occurrence of any one of these events could have a material adverse effect on us. In addition, any foreclosure on our properties could create taxable income without accompanying cash proceeds, which could adversely affect our ability to meet the REIT distribution requirements imposed by the Code.

Our existing indebtedness contains, and any future indebtedness may contain, covenants that restrict our ability to engage in certain activities, which could have a material adverse effect on us.

Our existing indebtedness contains, and our future indebtedness may contain, certain covenants which, among other things, restrict our ability to sell, without the consent of the applicable lender, one or more properties. In addition, such covenants also may restrict our ability to engage in mergers or consolidations that result in a change in control of us, without the consent of the applicable lender. These covenants may restrict our ability to engage in certain transactions that may be in our best interest. In addition, failure to meet the covenants may result in an event of default under the applicable indebtedness, which could result in the acceleration of the applicable indebtedness and potentially other indebtedness and foreclosure upon any property securing such indebtedness, which could have a material adverse effect on us.

Our unsecured credit facility and Richmond credit facility contain provisions that may limit our ability to make distributions to our stockholders. These facilities generally provide that if a default occurs and is continuing, we will be precluded from making distributions on our common stock (other than those

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required to allow us to qualify and maintain our status as a REIT, so long as such default does not arise from a payment default or event of insolvency) and lenders under the facility and, potentially, other indebtedness, could accelerate the maturity of the related indebtedness. In addition, these facilities also contain covenants providing for a maximum distribution of the greater of (i) 95% of our Funds from Operations (as defined in such agreement) and (ii) the amount required for us to qualify as a REIT.

Mortgage and other secured indebtedness expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties or other assets subject to indebtedness.

Incurring mortgage and other secured indebtedness increases our risk of property losses because defaults on indebtedness secured by properties or other assets may result in foreclosure actions initiated by lenders and ultimately our loss of the property or other assets securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could have a material adverse effect on the overall value of our portfolio of data centers. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the indebtedness secured by the mortgage. If the outstanding balance of the indebtedness secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds.

Our hedging transactions involve costs and expose us to potential losses.

Hedging agreements enable us to convert floating rate liabilities to fixed rate liabilities or fixed rate liabilities to floating rate liabilities. Upon completion of this offering, we expect to be a party to two interest rate swap agreements, which effectively fix the applicable LIBOR interest rate on $150 million of our outstanding indebtedness at 0.5825% through September 2014. Hedging transactions expose us to certain risks, including that losses on a hedge position may reduce the cash available for distribution to stockholders and such losses may exceed the amount invested in such instruments and that counterparties to such agreements could default on their obligations, which could increase our exposure to fluctuating interest rates. In addition, hedging agreements may involve costs, such as transaction fees or breakage costs, if we terminate them. The REIT rules impose certain restrictions on our ability to utilize hedges, swaps and other types of derivatives to hedge our liabilities. We expect that our board of directors will adopt a general policy with respect to our use of interest rate swaps, the purchase or sale of interest rate collars, caps or floors, options, mortgage derivatives and other hedging instruments in order to hedge all or a portion of our interest rate risk, given the cost of such hedges and the need to qualify and maintain our qualification as a REIT. We expect our policy to state that we will not use derivatives for speculative or trading purposes and will only enter into contracts with major financial institutions based on their credit rating and other factors. We may use hedging instruments in our risk management strategy to limit the effects of changes in interest rates on our operations. However, neither our current nor any future hedges may be effective in eliminating all of the risks inherent in any particular position due to the fact that, among other things, the duration of the hedge may not match the duration of the related liability, the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction and the hedging counterparty owing money in the hedging transaction may default on its obligation to pay. The use of derivatives could have a material adverse effect on us.

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Risks Related to the Real Estate Industry

The operating performance and value of our properties are subject to risks associated with the real estate industry, and we cannot assure you that we will execute our business and growth strategies successfully.

As a real estate company, we are subject to all of the risks associated with owning and operating real estate, including:

Ÿ adverse changes in international, national or local economic and demographic conditions;

Ÿ vacancies or our inability to rent space on favorable terms, including possible market pressures to offer customers rent abatements, customer improvements, early termination rights or below-market renewal options;

Ÿ adverse changes in the financial condition or liquidity of buyers, sellers and customers (including their ability to pay rent to us) of properties, including data centers;

Ÿ the attractiveness of our properties to customers;

Ÿ competition from other real estate investors with significant resources and assets to capital, including other real estate operating companies, publicly traded REITs and institutional investment funds;

Ÿ reductions in the level of demand for data center space;

Ÿ increases in the supply of data center space;

Ÿ fluctuations in interest rates, which could have a material adverse effect on our ability, or the ability of buyers and customers of properties, including data centers, to obtain financing on favorable terms or at all;

Ÿ increases in expenses that are not paid for by or cannot be passed on to our customers, such as the cost of complying with laws, regulations and governmental policies;

Ÿ the relative illiquidity of real estate investments, especially the specialized real estate properties that we hold and seek to acquire and develop;

Ÿ changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, and governmental fiscal policies;

Ÿ property restrictions and/or operational requirements pursuant to restrictive covenants, reciprocal easement agreements, operating agreements or historical landmark designations; and

Ÿ civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, tornados, hurricanes and floods, which may result in uninsured and underinsured losses.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in occupancy and rental sales, and therefore revenues, or an increased incidence of defaults under existing leases. Accordingly, we cannot assure you that we will be able to execute our business and growth strategies. Any inability to operate our properties to meet our financial, operational and strategic expectations could have a material adverse affect on us.

The illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in economic, financial, investment and other conditions.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial, investment or other conditions

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is limited. The real estate market is affected by many factors that are beyond our control, including those described above. In particular, data centers represent a particularly illiquid part of the overall real estate market. This illiquidity is driven by a number of factors, including the relatively small number of potential purchasers of such data centers—including other data center operators and large corporate users—and the relatively high cost per square foot to develop data centers, which substantially limits a potential buyer’s ability to purchase a data center property with the intention of redeveloping it for an alternative use, such as an office building, or may substantially reduce the price buyers are willing to pay. Our inability to dispose of properties at opportune times or on favorable terms could have a material adverse effect on us.

In addition, the federal tax code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic, financial, investment or other conditions promptly or on favorable terms, which could have a material adverse effect on us.

Declining real estate valuations could result in impairment charges, the determination of which involves a significant amount of judgment on our part. Any impairment charge could have a material adverse effect on us.

We review our properties for impairment on a quarterly and annual basis and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment include, but are not limited to, a sustained significant decrease in the market price of or the cash flows expected to be derived from a property. A significant amount of judgment is involved in determining the presence of an indicator of impairment. If the total of the expected undiscounted future cash flows is less than the carrying amount of a property on our balance sheet, a loss is recognized for the difference between the fair value and carrying value of the property. The evaluation of anticipated cash flows requires a significant amount of judgment regarding assumptions that could differ materially from actual results in future periods, including assumptions regarding future occupancy, rental rates and capital requirements. Any impairment charge could have a material adverse effect on us.

Each of our properties is subject to real and personal property taxes, which could significantly increase our property taxes as a result of tax rate changes and reassessments and have a material adverse effect on us.

Each of our properties is subject to real and personal property taxes. These taxes may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. It is likely that the properties will be reassessed by taxing authorities as a result of (i) the acquisition of the properties by us and (ii) the informational returns that we must file in connection with the formation transactions. Any increase in property taxes on the properties could have a material adverse effect on us.

If California changes its property tax scheme, our California properties could be subject to significantly higher tax levies.

Owners of California property are subject to particularly high property taxes. Voters in the State of California previously passed Proposition 13, which generally limits annual real estate tax increases to 2% of assessed value per annum. From time to time, various groups have proposed repealing Proposition 13, or providing for modifications such as a “split roll tax,” whereby commercial property, for example, would be taxed at a higher rate than residential property. Given the uncertainty, it is not possible to quantify the risk to us of a tax increase or the resulting impact on us of any increase, but any tax increase could be significant at our California properties.

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Uninsured and underinsured losses could have a material adverse effect on us.

We carry comprehensive liability, fire, extended coverage, earthquake, business interruption and rental loss insurance with respect to our properties, and we plan to obtain similar coverage for properties we acquire in the future. However, certain types of losses, generally of a catastrophic nature, such as earthquakes and floods, may be either uninsurable or not economically insurable. Should a property sustain damage, we may incur losses due to insurance deductibles, to co-payments on insured losses or to uninsured losses. In the event of a substantial property loss, the insurance coverage may not be sufficient to pay the full current market value or current replacement cost of the property. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive might not be adequate to restore our economic position with respect to such property. Lenders may require such insurance and our failure to obtain such insurance may constitute default under loan agreements, which could have a material adverse effect on us. Finally, a disruption in the financial markets may make it more difficult to evaluate the stability, net assets and capitalization of insurance companies and any insurer’s ability to meet its claim payment obligations. A failure of an insurance company to make payments to us upon an event of loss covered by an insurance policy could have a material adverse effect on us. In the event of an uninsured or partially insured loss, we could lose some or all of our capital investment, cash flow and revenues related to one or more properties, which could also have a material adverse effect on us.

As the current or former owner or operator of real property, we could become subject to liability for environmental contamination, regardless of whether we caused such contamination, which could have a material adverse effect on us.

Under various federal, state and local statutes, regulations and ordinances relating to the protection of the environment, a current or former owner or operator of real property may be liable for the cost to remove or remediate contamination resulting from the presence or discharge of hazardous substances, wastes or petroleum products on, under, from or in such property. These costs could be substantial, liability under these laws may attach without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. Some of our properties contain large underground or aboveground fuel storage tanks used to fuel generators for emergency power, which is critical to our operations. If any of the tanks that we own or operate releases fuel to the environment, we would likely have to pay to clean up the contamination. In addition, prior owners and operators have used our current properties for industrial and commercial purposes, which could have resulted in environmental contamination, including our Dallas and Richmond data center properties, which were previously used as semiconductor plants. Moreover, the presence of contamination or the failure to remediate contamination at our properties may (1) expose us to third-party liability, (2) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (3) impose restrictions on the manner in which a property may be used or businesses may be operated, or (4) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. In addition, there may be material environmental liabilities at our properties of which we are not aware. We also may be liable for the costs of remediating contamination at off-site facilities at which we have arranged, or will arrange, for disposal or treatment of our hazardous substances without regard to whether we complied or will comply with environmental laws in doing so. Any of these matters could have a material adverse effect on us.

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We could become subject to liability for failure to comply with environmental, health and safety requirements or zoning laws, which could cause us to incur additional expenses.

Our properties are subject to federal, state and local environmental, health and safety laws and zoning requirements, including those regarding the handling of regulated substances and wastes, emissions to the environment and fire codes. For instance, our properties are subject to regulations regarding the storage of petroleum for auxiliary or emergency power and air emissions arising from the use of generators. In particular, generators at our data center facilities are subject to strict emissions limitations, which could preclude us from using critical back-up systems and lead to significant business disruptions at such facilities and loss of our reputation. If we exceed these emissions limits, we may be exposed to fines and/or other penalties. In addition, we lease some of our properties to our customers who also are subject to such environmental, health and safety laws and zoning requirements. If we, or our customers, fail to comply with these various laws and requirements, we might incur costs and liabilities, including governmental fines and penalties. Moreover, we do not know whether existing laws and requirements will change or, if they do, whether future laws and requirements will require us to make significant unanticipated expenditures that could have a material adverse effect on us. Environmental noncompliance liability also could affect a customer’s ability to make rental payments to us.

We could become subject to liability for asbestos-containing building materials in the buildings on our property, which could cause us to incur additional expenses.

Some of our properties may contain, or may have contained, asbestos-containing building materials. Environmental, health and safety laws require that owners or operators of or employers in buildings with asbestos-containing materials, or ACM, properly manage and maintain these materials, adequately inform or train those who may come into contact with ACM and undertake special precautions, including removal or other abatement, in the event that ACM is disturbed during building maintenance, renovation or demolition. These laws may impose fines and penalties on employers, building owners or operators for failure to comply with these laws. In addition, third parties may seek recovery from employers, owners or operators for personal injury associated with exposure to asbestos. If we become subject to any of these penalties or other liabilities as a result of ACM at one or more of our properties, it could have a material adverse effect on us.

Our properties may contain or develop harmful mold or suffer from other adverse conditions, which could lead to liability for adverse health effects and costs of remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues also can stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our customers, employees of our customers and others if property damage or personal injury occurs. Thus, conditions related to mold or other airborne contaminants could have a material adverse effect on us.

Laws, regulations or other issues related to climate change could have a material adverse effect on us.

If we, or other companies with which we do business, particularly utilities that provide our facilities with electricity, become subject to laws or regulations related to climate change, it could have a

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material adverse effect on us. Congress is currently considering new laws, regulations and interpretations relating to climate change, including potential cap-and-trade systems, carbon taxes and other requirements relating to reduction of carbon footprints and/or greenhouse gas emissions. The federal government and some of the states and localities in which we operate have enacted certain climate change laws and regulations and/or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws and regulations have not had any known material adverse effect on us to date, they could limit our ability to develop new facilities or result in substantial compliance costs, retrofit costs and construction costs, including monitoring and reporting costs and capital expenditures for environmental control facilities and other new equipment. Furthermore, our reputation could be damaged if we violate climate change laws or regulations. We cannot predict the impact of future laws and regulations, or future interpretations of current laws and regulations, related to climate change. Lastly, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. Any of these matters could have a material adverse effect on us.

We are exposed to ongoing litigation and other legal and regulatory actions, which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business.

We are subject to the risk of legal claims and proceedings and regulatory enforcement actions in the ordinary course of our business and otherwise, and we could incur significant liabilities and substantial legal fees as a result of these actions. Our management may devote significant time and attention to the resolution (through litigation, settlement or otherwise) of these actions, which would detract from our management’s ability to focus on our business. Any such resolution could involve payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement to terms that restrict the operation of our business. The results of legal proceedings cannot be predicted with certainty. We cannot guarantee losses incurred in connection with any current or future legal or regulatory proceedings or actions will not exceed any provisions we may have set aside in respect of such proceedings or actions or will not exceed any available insurance coverage. The occurrence of any of these events could have a material adverse effect on us.

We may incur significant costs complying with various federal, state and local regulations, which could have a material adverse effect on us.

The properties in our portfolio are subject to various federal, state and local regulations, including the Americans with Disabilities Act, or ADA, as well as state and local fire and life safety requirements. Under the ADA, all places of public accommodation must meet federal requirements related to access and use by disabled persons. A number of additional federal, state and local regulations may also require modifications to our properties, or restrict our ability to renovate our properties. If we fail to comply with these various requirements, we might incur governmental fines or private damage awards. We cannot predict the ultimate amount of the cost of compliance with the ADA or other legislation. In addition, we do not know whether existing requirements will change, or if they do, whether future requirements will require us to make significant unanticipated expenditures that could have a material adverse effect on us.

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Risks Related to Our Organizational Structure

We have no operating history as a public company, and our inexperience may impede our ability to successfully manage our business.

We have no operating history as a public company. As a result, we cannot assure you that our past experience will be sufficient to successfully operate our company as a public company. Although certain of our executive officers and directors have experience in the real estate industry, and Mr. Schafer, our Chief Financial Officer, was previously the Chief Financial Officer of a publicly traded REIT, we cannot assure you that our past experience will be sufficient to operate a business in accordance with the Code requirements for REIT qualification or in accordance with the requirements of the SEC and the NYSE for public companies. Upon completion of this offering, even though we will be an “emerging growth company” as defined in the JOBS Act, and therefore may take advantage of various exemptions to public reporting requirements, we will be required to develop and implement substantial control systems and procedures in order to qualify and maintain our qualification as a REIT, satisfy our periodic and current reporting requirements under applicable SEC regulations and comply with NYSE listing standards. As a result, we will incur significant legal, accounting and other expenses that we did not incur as a private company, and our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations and establish the corporate infrastructure and controls demanded of a publicly traded REIT. These expenses and time commitments could be substantially more than we currently expect. In addition, we may initially incur higher general and administrative expenses than our competitors that are managed by persons with experience operating a public company. If our finance and accounting organization is unable for any reason to respond adequately to the increased demands that will result from being a public company, the quality and timeliness of our financial reporting may suffer and we could experience significant deficiencies or material weaknesses in our disclosure controls and procedures and our internal control over financial reporting.

We have identified two significant deficiencies, as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, related to our internal control over financial reporting. One significant deficiency relates to IT controls over how program changes are migrated from testing to the actual environment and logical access. The other significant deficiency relates to our cost capitalization of development and specifically how we track our data regarding such development. Following the identification of these significant deficiencies, we have taken measures which we believe will remediate the significant deficiencies. However, the implementation of these measures may not fully address the significant deficiencies, and we cannot yet conclude that they have been fully remedied, nor can we assure you that there will be no significant deficiencies, or even material weaknesses, discovered in the future.

An inability to establish effective disclosure controls and procedures and internal control over financial reporting could cause us to fail to meet our reporting obligations under Exchange Act on a timely basis or result in material misstatements or omissions in our Exchange Act reports (including our financial statements), either of which, as well as the perception thereof, could cause investors to lose confidence in our company and could have a material adverse effect on us and cause the market price of our common stock to decline significantly. As a result of the foregoing, we cannot assure you that we will be able to execute our business and growth strategies as a publicly traded REIT.

Upon completion of this offering and our formation transactions, Chad L. Williams and General Atlantic will own approximately     % and     % of our outstanding common stock on a fully diluted basis, respectively, and will have the ability to exercise significant influence on our company and any matter presented to our stockholders.

Upon completion of this offering, Chad L. Williams, our Chairman and Chief Executive Officer, and General Atlantic will own approximately     % and     %, respectively, of our outstanding common

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stock on a fully diluted basis. No other stockholder is permitted to own more than     % of the aggregate of the outstanding shares of our common stock, except for certain designated investment entities that may own up to 9.8% of the aggregate of the outstanding shares of our common stock, subject to certain conditions, and except as approved by our board of directors pursuant to the terms of our charter. Consequently, Mr. Williams and General Atlantic may be able to significantly influence the outcome of matters submitted for stockholder action, including the election of our board of directors and approval of significant corporate transactions, such as business combinations, consolidations and mergers, as well as the determination of our day-to-day business decisions and management policies. In addition, General Atlantic and its affiliates may have an interest in directly or indirectly pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their other equity investments, even though such transactions might involve risks to us. As a result, Mr. Williams and General Atlantic could exercise their influence on us in a manner that conflicts with the interests of other stockholders. Moreover, if Mr. Williams and/or General Atlantic were to sell, or otherwise transfer, all or a large percentage of their holdings, the market price of our common stock could decline and we could find it difficult to raise the capital necessary for us to execute our business and growth strategies.

In addition to the foregoing, Mr. Williams will have a significant vote in matters submitted to a vote of stockholders as a result of his ownership of Class B common stock (which gives Mr. Williams voting power equal to his fully diluted economic interest in us), including the election of directors. Mr. Williams may have interests that differ from holders of our Class A common stock, including by reason of his remaining interest in our operating partnership, and may accordingly vote in ways that may not be consistent with the interests of holders of Class A common stock.

Our tax protection agreement, during its term, could limit our ability to sell or otherwise dispose of certain properties and may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.

In connection with this offering and the formation transactions, we will enter into a tax protection agreement with Chad L. Williams, our Chairman and Chief Executive Officer, and his affiliates and family members who own OP units that provides that if (1) we sell, exchange, transfer, convey or otherwise dispose of our Atlanta Metro, Suwanee or Santa Clara data centers in a taxable transaction prior to January 1, 2026, referred to as the protected period, (2) cause or permit any transaction that results in the disposition by Mr. Williams or his affiliates and family members who own OP units of all or any portion of their interests in the operating partnership in a taxable transaction during the protected period or (3) fail prior to the expiration of the protected period to maintain approximately $150 million of indebtedness that would be allocable to Mr. Williams and his affiliates for tax purposes or, alternatively, fail to offer Mr. Williams and his affiliates and family members who own OP units the opportunity to guarantee specific types of the operating partnership’s indebtedness in order to enable them to continue to defer certain tax liabilities, we will indemnify Mr. Williams and his affiliates and family members who own OP units against certain resulting tax liabilities. Therefore, although it may be in our stockholders’ best interest that we sell, exchange, transfer, convey or otherwise dispose of one of these properties, it may be economically prohibitive for us to do so during the protected period because of these indemnity obligations. Moreover, these obligations may require us to maintain more or different indebtedness than we would otherwise require for our business. As a result, the tax protection agreement will, during its term, restrict our ability to take actions or make decisions that otherwise would be in our best interests. As of June 30, 2013, our Atlanta Metro, Suwanee and Santa Clara data centers represented approximately 76% of our annualized rent.

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Our charter and Maryland law contain provisions that may delay, defer or prevent a change in control of our company, even if such a change in control may be in your interest, and as a result may depress our common stock price.

The Stock Ownership Limit Imposed by the Code for REITs and Imposed by our Charter May Restrict our Business Combination Opportunities that Might Involve a Premium Price for Shares of Our Common Stock or Otherwise be in the Best Interest of Our Stockholders.    In order for us to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (defined in the Code to include certain entities) at any time during the last half of each taxable year following our first year. Our charter, with certain exceptions, authorizes our board of directors to take the actions that are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may actually or constructively own more than     % of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, or    % of the aggregate of the outstanding shares of our preferred stock by value or by number of shares, whichever is more restrictive. However, certain entities that are defined as designated investment entities in our charter, which generally includes pension funds, mutual funds and certain investment management companies, are permitted to own up to 9.8% of the aggregate of the outstanding shares of our common stock or preferred stock, so long as each beneficial owner of the shares owned by such designated investment entity would satisfy the    % ownership limit if those beneficial owners owned directly their proportionate share of the common stock owned by the designated investment entity.

In addition, our charter provides an excepted holder limit that allows Chad L. Williams, his family members and entities owned by or for the benefit of them, and any person who is or would be a beneficial owner or constructive owner of shares of our common stock as a result of the beneficial ownership or constructive ownership of shares of our common stock by Chad L. Williams, his family members and certain entities controlled by them, as a group, to own more than    % of the aggregate of the outstanding shares of our common stock, so long as, under the applicable tax attribution rules, no one such excepted holder treated as an individual would hold more than    % of the aggregate of the outstanding shares of our common stock, no two such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock, no three such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock, no four such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock and no five such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock. Currently, Chad L. Williams would be attributed all of the shares of common stock owned by each such other excepted holder and, accordingly, the Williams excepted holders as a group would not be allowed to own in excess of    % of the aggregate of the outstanding shares of our common stock. If at a later time, there were not one excepted holder that would be attributed all of the shares owned by such excepted holders as a group, the excepted holder limit as applied to the Williams group would not permit each such excepted holder to own    % of the aggregate of the outstanding shares of our common stock. Rather, the excepted holder limit as applied to the Williams group would prevent two or more such excepted holders who are treated as individuals under the applicable tax attribution rules from owning a higher percentage of our common stock than the maximum amount of shares that could be owned by any one such excepted holder (    %), plus the maximum amount of shares of common stock that could be owned by any one or more other individual common stockholders who are not excepted holders (    %).

Our charter also provides an excepted holder limit that allows General Atlantic, and any person who is or would be a beneficial owner or constructive owner of shares of our common stock as a result of the beneficial ownership or constructive ownership of shares of our common stock by General

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Atlantic, as a group, to own more than    % of the aggregate of the outstanding shares of our common stock, so long as, under the applicable tax attribution rules, no one such excepted holder treated as an individual would hold more than    % of the aggregate of the outstanding shares of our common stock, no two such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock, no three such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock, no four such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock, and no five such excepted holders treated as individuals would own more than    % of the aggregate of the outstanding shares of our common stock. Currently, there are more than five excepted holders who would be attributed all of the shares of common stock owned by General Atlantic. Therefore, the excepted holder limit as applied to the General Atlantic group would prevent five such excepted holders who are treated as individuals under the applicable tax attribution rules from owning a higher percentage of our common stock than the maximum amount of shares that could be owned by any one such excepted holder (    %), plus the maximum amount of shares that could be owned by any four other individual stockholders who are not excepted holders (    %).

Our board of directors may, in its sole discretion, grant other exemptions to the stock ownership limits, subject to such conditions and the receipt by our board of directors of certain representations and undertakings. We also intend to grant General Atlantic an exception from our ownership limit prior to or simultaneously with completion of this offering. In addition to these ownership limits, our charter also prohibits any person from (a) beneficially or constructively owning, as determined by applying certain attribution rules of the Code, our stock that would result in us being “closely held” under Section 856(h) of the Code or that would otherwise cause us to fail to qualify as a REIT, (b) transferring stock if such transfer would result in our stock being owned by fewer than 100 persons, (c) beneficially or constructively owning shares of our capital stock that would result in us owning (directly or indirectly) an interest in a tenant if the income derived by us from that tenant for our taxable year during which such determination is being made would reasonably be expected to equal or exceed the lesser of one percent of our gross income or an amount that would cause us to fail to satisfy any of the REIT gross income requirements and (d) beneficially or constructively owning shares of our capital stock that would cause us otherwise to fail to qualify as a REIT. The ownership limits imposed under the Code are based upon direct or indirect ownership by “individuals,” but only during the last half of a tax year. The ownership limits contained in our charter key off of the ownership at any time by any “person,” which term includes entities. These ownership limitations in our charter are common in REIT charters and are intended to provide added assurance of compliance with the tax law requirements, and to minimize administrative burdens. However, the ownership limits on our common stock also might delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.

Our Authorized but Unissued Shares of Common and Preferred Stock May Prevent a Change in Control of Our Company that Might Involve a Premium Price for Shares of Our Common Stock or Otherwise be in the Best Interest of Our Stockholders.    Our charter authorizes us to issue additional shares of common and preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of shares of our common stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares; provided that our board of directors may not amend our charter to increase the aggregate number of shares of Class B common stock that we have the authority to issue or reclassify any shares of our capital stock as Class B common stock without stockholder approval. As a result, our board of directors may establish a series of shares of common or preferred stock that could delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders. In addition, any preferred stock that we issue would rank senior to our

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common stock with respect to the payment of distributions and other amounts (including upon liquidation), in which case we could not pay any distributions on our common stock until full distributions have been paid with respect to such preferred stock.

Certain Provisions of Maryland Law Could Inhibit a Change in Control of Our Company.    Certain provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock. Our board of directors may elect to become subject to the “business combination” provisions of the MGCL that, subject to limitations, prohibit certain business combinations (including a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of our thenoutstanding voting capital stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then-outstanding voting capital stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder. After the five-year prohibition, any business combination between us and an interested stockholder generally must be recommended by our board of directors and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding shares of our voting capital stock; and (2) two-thirds of the votes entitled to be cast by holders of voting capital stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if our common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has by resolution opted out of the business combination provisions of the MGCL and, consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between us and an interested stockholder, unless our board in the future alters or repeals this resolution. We cannot assure that you that our board of directors will not determine to become subject to such business combination provisions in the future. However, an alteration or repeal of this resolution will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.

The “control share” provisions of the MGCL provide that “control shares” of a Maryland corporation (defined as shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our personnel who are also our directors. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to adopt certain provisions, some of which (for example, a classified board) we do not yet have, that may have the effect of limiting or precluding a third party from making an acquisition proposal for us or of delaying, deferring or

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preventing a change in control of our company under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then current market price. For example, our charter contains a provision whereby we elect, at such time as we become eligible to do so, to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors. See “Material Provisions of Maryland Law and of Our Charter and Bylaws.”

Certain Provisions in the Partnership Agreement of Our Operating Partnership May Delay, Defer or Prevent Unsolicited Acquisitions of us or Changes in Our Control.    Provisions in the partnership agreement of our operating partnership may delay, defer or prevent unsolicited acquisitions of us or changes in our control. These provisions include, among others:

Ÿ redemption rights of qualifying parties;

Ÿ a requirement that we may not be removed as the general partner of the operating partnership without our consent;

Ÿ transfer restrictions on our OP units;

Ÿ our ability, as general partner, in some cases, to amend the partnership agreement without the consent of the limited partners; and

Ÿ the right of the limited partners to consent to transfers of the general partnership interest and mergers under specified circumstances.

These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable.

Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests. See “Description of the Partnership Agreement of QualityTech, LP—Transfers” and “Material Provisions of Maryland Law and of Our Charter and Bylaws—Removal of Directors,” “—Control Share Acquisitions,” “—Advance Notice of Director Nominations and New Business.”

Our Chairman and Chief Executive Officer has Outside Business Interests that Could Require Time and Attention and May Interfere with his Ability to Devote Time to our Business.

Chad L. Williams, our Chairman and Chief Executive Officer, has outside business interests that are not being contributed to our company which could require his time and attention. These interests include the ownership of our Overland Park, Kansas facility, at which our corporate headquarters is also located (which is leased to us), and certain office and other properties and certain other non-real estate business ventures. Mr. Williams’ employment agreement requires that he devote substantially all of his time to our company, provided that he will be permitted to engage in other specified activities, including the management of personal investments and affairs, including active involvement in real estate or other investments not involving data centers in any material respect. Mr. Williams may also have fiduciary obligations associated with these business interests that interfere with his ability to devote time to our business and that could have a material adverse effect on us.

We are a holding company with no direct operations and will rely on distributions received from our operating partnership to make distributions to our stockholders.

We are a holding company and conduct all of our operations through our operating partnership. We do not have, apart from our general and limited partnership interest in the operating partnership,

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any independent operations. As a result, we will rely on distributions from our operating partnership to make any distributions to our stockholders we might declare on our common stock and to meet any of our obligations, including tax liability on taxable income allocated to us from our operating partnership (which might not make distributions to our company equal to the tax on such allocated taxable income). The ability of subsidiaries of the operating partnership to make distributions to the operating partnership, and the ability of our operating partnership to make distributions to us in turn, will depend on their operating results and on the terms of any financing arrangements they have entered into. Such financing arrangements may contain lockbox arrangements, reserve requirements, covenants and other provisions that prohibit or otherwise restrict the distribution of funds, including upon default thereunder. In addition, because we are a holding company, your claims as common stockholders of our company will be structurally subordinated to all existing and future liabilities and other obligations (whether or not for borrowed money) and any preferred equity of our operating partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be able to satisfy the claims of our common stockholders only after all of our and our operating partnership’s and its subsidiaries’ liabilities and other obligations and any preferred equity have been paid in full.

After giving effect to this offering, we will own approximately    % of limited partnership interests in our operating partnership (    % of the interests, if the underwriters’ option to purchase additional shares is exercised in full). Our operating partnership may, in connection with our acquisition of additional properties or otherwise, issue additional OP units to third parties. Such issuances would reduce our ownership in our operating partnership. Because you will not directly own OP units, you will not have any voting rights with respect to any such issuances or other partnership level activities of the operating partnership.

Our formation transactions were not negotiated in arm’s length transactions, and the value received by GA REIT and Mr. Williams as a result of the formation transactions and this offering may exceed the fair market value of the assets they originally contributed to our operating partnership.

The value received by GA REIT and Chad L. Williams as a result of the formation transactions and this offering, and the percentage of our company that they will own following the completion of this offering, was not negotiated on an arm’s length basis. Further, the value of their interests in us will increase or decrease if the market price of our common stock increases or decreases. Therefore, the value of the interests that GA REIT and Mr. Williams will own in our company may exceed the fair market value of the assets they originally contributed to our operating partnership.

Conflicts of interest exist or could arise in the future with holders of OP units, which may impede business decisions that could benefit our stockholders.

Conflicts of interest exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company and our stockholders under applicable Maryland law in connection with their management of our company. At the same time, we, as general partner, have fiduciary duties to our operating partnership and to its limited partners under Maryland law in connection with the management of our operating partnership. Our duties as general partner to our operating partnership and its partners may come into conflict with the duties of our directors and officers to our company and our stockholders. These conflicts may be resolved in a manner that is not in the best interest of our stockholders.

Additionally, the partnership agreement expressly limits our liability by providing that we and our officers, directors, agents and employees will not be liable or accountable to our operating partnership

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for losses sustained, liabilities incurred or benefits not derived if we or such officer, director, agent or employee acted in good faith. In addition, our operating partnership is required to indemnify us, and our officers, directors, agents, employees and designees to the extent permitted by applicable law from and against any and all claims arising from operations of our operating partnership, unless it is established that (1) the act or omission was committed in bad faith, was fraudulent or was the result of active and deliberate dishonesty, (2) the indemnified party received an improper personal benefit in money, property or services or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. The provisions of Maryland law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been resolved in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties that would be in effect were it not for the partnership agreement.

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit our stockholders’ recourse in the event of actions not in our stockholders’ best interests.

Under Maryland law generally, a director is required to perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of our company and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Under Maryland law, directors are presumed to have acted with this standard of care. In addition, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

Ÿ actual receipt of an improper benefit or profit in money, property or services; or

Ÿ active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our charter obligates us to indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each director or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our directors and officers. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter and bylaws or that might exist with other companies.

Our board of directors may change our policies and practices and enter into new lines of business without a vote of our stockholders, which limits your control of our policies and practices and could have a material adverse effect on us.

Our major policies, including our policies and practices with respect to investments, financing, growth and capitalization, are determined by our board of directors. We may change these and other policies from time to time or enter into new lines of business, at any time, without the consent of our stockholders. Accordingly, our stockholders will have limited control over changes in our policies. These changes could result in our making investments and engaging in business activities that are different from, and possibly riskier than, the investments and business activities described in this prospectus. A change in our policies and procedures or our entry into new lines of business may increase our exposure to other risks or real estate market fluctuations and could have a material adverse effect on us.

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Risks Related to this Offering

Following the repayment of certain indebtedness with the net proceeds of this offering, management will have broad discretion in the application of any remaining net proceeds, and we may not use the proceeds effectively.

The net proceeds of this offering will be used to repay the promissory note secured by our Dallas facility and certain amounts outstanding under our unsecured revolving credit facility, and any remaining net proceeds may be used for other purposes, including to fund ongoing development costs and future acquisitions. We have not identified specific acquisitions for which we may use the remaining balance of the net proceeds of this offering. While we expect to apply any remaining net proceeds in a manner consistent with our business plan and acquisition strategies, we may not be able to identify, acquire, and successfully manage or otherwise exploit new investment opportunities, and we cannot assure you that the net proceeds so applied will result in any improvement in our business. Therefore, you will be unable to evaluate the allocation of this portion of the net proceeds from this offering or the economic merits of any redevelopment projects, acquisitions or other uses of such proceeds before making an investment decision to purchase our common stock.

Our cash available for distribution to stockholders may not be sufficient to pay distributions at expected or REIT-required levels, or at all, and we may need to borrow or rely on other third-party capital in order to make such distributions, as to which no assurance can be given, which could cause the market price of our common stock to decline significantly.

We intend to pay regular quarterly distributions to our stockholders and have targeted an initial distribution rate based upon our estimate of our annualized cash flow that will be available for distribution. No assurance can be given that our estimated cash available for distribution to our stockholders will be accurate or that our actual cash available for distribution to our stockholders will be sufficient to pay distributions to them at any expected or REIT-required level or at any particular yield, or at all. Accordingly, we may need to borrow or rely on other third-party capital to make distributions to our stockholders, and such third-party capital may not be available to us on favorable terms or at all. As a result, we may not be able to pay distributions to our stockholders in the future. Our failure to pay any such distributions or to pay distributions that fail to meet our stockholders’ expectations from time to time or the distribution requirements for a REIT could cause the market price of our common stock to decline significantly. All distributions will be made at the discretion of our board of directors and will depend on our historical and projected results of operations, liquidity and financial condition, our REIT qualification, our debt service requirements, operating expenses and capital expenditures, prohibitions and other restrictions under financing arrangements and applicable law and other factors as our board of directors may deem relevant from time to time. In addition, we may pay distributions some or all of which may constitute a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such shares. See “U.S. Federal Income Tax Considerations—Taxation of Holders of Stock.” If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

Future issuances or sales of our common stock, or the perception of the possibility of such issuances or sales, may depress the market price of our common stock.

We cannot predict the effect, if any, of our future issuances or sales of our common stock or OP units, or future resales of our common stock or OP units by existing holders, or the perception of such

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issuances, sales or resales, on the market price of our common stock. Any such future issuances, sales or resales, or the perception that such issuances, sales or resales might occur, could depress the market price of our common stock and also may make it more difficult and costly for us to sell equity or equity-related securities in the future at a time and upon terms that we deem desirable.

Upon completion of this offering, we will have             shares of our Class A common stock outstanding. In addition, upon the completion of this offering, we will have             shares of our Class B common stock and OP units outstanding (each of which may, and in certain cases must, exchange into shares of Class A common stock on a one-for-one basis). Subject to applicable law, our board of directors has the authority, without further stockholder approval, to issue additional shares of common stock and preferred stock on the terms and for the consideration it deems appropriate.

We and our officers and directors and the Selling Stockholder have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or securities convertible into or exchangeable or exercisable for shares of our Class A common stock (including Class B common stock and OP units) during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. If the restrictions under the lock-up arrangements expire or are waived, the related shares of common stock will be available for sale or resale, as the case may be, and such sales or resales, or the perception of such sales or resales, could depress the market price for our common stock. Accordingly, you should not rely upon such lock-up agreements to limit the number of shares of our common stock sold into the market.

In addition to the restricted stock granted to our directors, executive officers and other employees under our equity incentive plan in connection with this offering, in the future we may issue shares of our common stock and securities convertible into, or exchangeable or exercisable for, our common stock under our equity incentive plan. We intend to file with the SEC a registration statement on Form S-8 covering the common stock issuable under our equity incentive plan. Shares of our common stock covered by such registration statement will be eligible for transfer or resale without restriction under the Securities Act, unless held by affiliates. We also may issue from time to time additional shares of our common stock or OP units in connection with acquisitions and may grant registration rights in connection with such issuances pursuant to which we would agree to register the resale of such securities under the Securities Act. In addition, we have granted registration rights to General Atlantic, Chad L. Williams, our Chairman and Chief Executive Officer, and others with respect to shares of common stock owned by them or to be received by them in connection with our formation transactions or upon redemption of OP units held by them. The market price of our common stock may decline significantly upon the registration of additional shares of our common stock pursuant to registration rights granted in our formation transactions, see “Certain Relationships and Related Party Transactions—Registration Rights” or future issuances of equity in connection with acquisitions or our equity incentive plan.

Future issuances of debt securities, which would rank senior to our common stock upon our liquidation, and future issuances of equity securities (including OP units), which would dilute the holdings of our existing common stockholders and may be senior to our common stock for the purposes of making distributions, periodically or upon liquidation, may negatively affect the market price of our common stock.

In the future, we may issue debt or equity securities or incur other borrowings. Upon our liquidation, holders of our debt securities and other loans and preferred stock will receive a distribution of our available assets before common stockholders. If we incur debt in the future, our future interest costs could increase and adversely affect our results of operations and liquidity.

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We are not required to offer any additional equity securities to existing common stockholders on a preemptive basis. Therefore, additional common stock issuances, directly or through convertible or exchangeable securities (including OP units), warrants or options, will dilute the holdings of our existing common stockholders and such issuances, or the perception of such issuances, may reduce the market price of our common stock. Our preferred stock, if issued, would likely have a preference on distribution payments, periodically or upon liquidation, which could eliminate or otherwise limit our ability to make distributions to common stockholders. Because our decision to issue debt or equity securities or incur other borrowings in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital-raising efforts. Thus, common stockholders bear the risk that our future issuances of debt or equity securities or our incurrence of other borrowings will negatively affect the market price of our common stock.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions and benefits under the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile and decline significantly.

If you purchase common stock in this offering, you will experience immediate and substantial dilution.

We expect the initial public offering price of our common stock to be higher than the pro forma net tangible book value per share of our outstanding common stock. Accordingly, if you purchase common stock in this offering, you will experience immediate dilution of approximately $         in the pro forma net tangible book value per share of common stock. This means that investors who purchase common stock in this offering will pay a price per share that exceeds the per share pro forma book value of our tangible assets after subtracting our liabilities.

There is currently no public market for our common stock and an active trading market for our common stock may never develop or, if one develops, be sustained following this offering.

Prior to this offering, there has not been a public market for our common stock. An active trading market for our common stock may never develop or, if one develops, be sustained, which may adversely affect your ability to sell your common stock at the timing and price desired and could depress the market price of your common stock. In addition, the initial public offering price will be determined through negotiations between us and the representatives of the underwriters and, accordingly, the market price of our common stock after this offering may trade below the initial public offering price in this offering.

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The trading volume and market price of our common stock may be volatile and could decline significantly following this offering.

Even if an active trading market develops and is sustained for our common stock, the market price of our common stock may be volatile. The stock markets, including the NYSE, on which we expect to list our common stock, have experienced significant price and volume fluctuations. As a result, the market price of our common stock is likely to be similarly volatile, and could decline significantly after this offering, unrelated to our operating performance or prospects. The market price of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this prospectus and others such as:

Ÿ our operating performance and prospects and those of other similar companies;

Ÿ actual or anticipated variations in our financial condition, liquidity, results of operations, FFO, NOI, EBITDA or MRR in the amount of distributions, if any, paid to our stockholders;

Ÿ changes in our estimates or those of securities analysts relating to our earnings or other operating metrics;

Ÿ publication of research reports about us, our significant customers, our competition, data center companies generally, the real estate industry or the technology industry;

Ÿ additions or departures of key personnel;

Ÿ the passage of legislation or other regulatory developments that adversely affect us or our industry;

Ÿ changes in market valuations of similar companies;

Ÿ adverse market reaction to leverage we may incur or equity we may issue in the future;

Ÿ actions by institutional stockholders;

Ÿ actual or perceived accounting issues, including changes in accounting principles;

Ÿ compliance with NYSE requirements;

Ÿ our qualification and maintenance as a REIT;

Ÿ terrorist acts;

Ÿ speculation in the press or investment community;

Ÿ the realization of any of the other risk factors presented in this prospectus;

Ÿ adverse developments in the creditworthiness, business or prospects of one or more of our significant customers; and

Ÿ general market and economic conditions.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of their common stock. This type of litigation, if brought against us, could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.

Increases in market interest rates may cause prospective purchasers to seek higher distribution yields and therefore reduce demand for our common stock and result in a decline in the market price of our common stock.

The price of our common stock may be influenced by our distribution yield (i.e., the amount of our annual or annualized distributions, if any, as a percentage of the market price of our common stock)

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relative to market interest rates. An increase in market interest rates, which are currently low relative to historical levels, may lead prospective purchasers and holders of our common stock to expect a higher distribution yield, which we may not be able, or may choose not, to satisfy. As a result, prospective purchasers may decide to purchase other securities rather than our common stock, which would reduce the demand for our common stock, and existing holders of our common stock may decide to sell their shares, either of which could result in a decline in the market price of our common stock.

Affiliates of our underwriters may receive benefits in connection with this offering that create potential conflicts of interest.

Affiliates of each of the underwriters of this offering are lenders under our unsecured credit facility. To the extent that our operating partnership uses a portion of the net proceeds received by us from this offering to repay borrowings outstanding under our unsecured credit facility, such affiliates of our underwriters will receive their proportionate shares of any amount of our unsecured credit facility that is repaid with the net proceeds received by us from this offering. These transactions create potential conflicts of interest because the underwriters have an interest in the successful completion of this offering beyond the underwriting discounts and commissions they will receive. These interests may influence the decision regarding the terms and circumstances under which the offering is completed.

Risks Related to Our Status as a REIT

If we do not qualify as a REIT, or fail to remain qualified as a REIT, we will be subject to federal income tax as a regular corporation and could face significant tax liability, which would reduce the amount of cash available for distribution to our stockholders and could have a material adverse effect on us.

We intend to operate in a manner that will allow us to qualify as a REIT for federal income tax purposes under the Code commencing with our taxable year ending December 31, 2013. We have received an opinion of our special REIT tax counsel, Hogan Lovells, with respect to our qualification as a REIT in connection with this offering of common stock. Investors should be aware, however, that opinions of counsel are not binding on the Internal Revenue Service, or IRS, or any court. The opinion of Hogan Lovells represents only the view of Hogan Lovells based on its review and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values of our assets and the sources of our income. The opinion is expressed as of the date issued. Hogan Lovells will have no obligation to advise us or the holders of our common stock of any subsequent change in the matters stated, represented or assumed or of any subsequent change in applicable law. Furthermore, both the validity of the opinion of Hogan Lovells and our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis, the results of which will not be monitored by Hogan Lovells. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.

Although we have requested a private letter ruling from the IRS, in respect of certain limited matters, as further described below under “U.S. Federal Income Tax Considerations,” we have not requested and do not plan to request a ruling from the IRS, that we qualify as a REIT, and the statements in this prospectus are not binding on the IRS, or any court. If we lose our REIT status, we will face serious tax consequences that would substantially reduce our cash available for distribution to our stockholders and our business operations in general for each of the years involved because:

Ÿ we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates and, therefore, would have to pay significant income taxes;

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Ÿ we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and

Ÿ unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders, and all distributions to stockholders will be subject to tax as dividend income to the extent of our current and accumulated earnings and profits. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to execute our business and growth strategies and could have a material adverse effect on us and depress the market price of our common stock.

Qualifying as a REIT involves highly technical and complex provisions of the Code and therefore, in certain circumstances, may be subject to uncertainty.

In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets, the sources of our income and the diversity of our share ownership. Also, we must make distributions to stockholders aggregating annually at least 90% of our “REIT taxable income” (determined without regard to the dividends paid deduction and excluding net capital gain). Compliance with these requirements and all other requirements for qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code is greater in the case of a REIT that, like us, holds its assets through a partnership and conducts significant business operations through a taxable REIT subsidiary. Even a technical or inadvertent mistake could jeopardize our REIT status. In addition, the determination of various factual matters and circumstances relevant to REIT qualification is not entirely within our control and may affect our ability to qualify as a REIT. Accordingly, we cannot be certain that our organization and operation will enable us to qualify as a REIT for federal income tax purposes.

Even if we qualify as a REIT, we will be subject to some taxes that will reduce our cash flow.

Even if we qualify for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. Any of these taxes would decrease cash available for the payment of our debt obligations and distributions to stockholders. Quality Technology Services Holding, LLC, our taxable REIT subsidiary, and certain of its subsidiaries will be subject to federal corporate income tax on their net taxable income, if any, which is initially expected to consist of the revenues mainly derived from providing technical services on a contract basis to our customers.

Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions by us and not by our taxable REIT subsidiary of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. The need to avoid prohibited transactions could cause us to forgo or defer sales of properties that our operating partnership and the entities that held our acquired properties otherwise would have sold or that might otherwise be in our best interest to sell.

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If the structural components of our properties were not treated as real property for purposes of the REIT qualification requirements, we could fail to qualify as a REIT, which could have a material adverse effect on us.

A significant portion of the value of our properties is attributable to structural components related to the provision of electricity, heating ventilation and air conditioning, humidification regulation, security and fire protection, and telecommunication services. If rent attributable to personal property leased in connection with a lease of real property is significant, the portion of total rent that is attributable to the personal property will not be qualifying income for purposes of the REIT income tests. Therefore, if our structural components are determined not to constitute real property for purposes of the REIT qualification requirements, we could fail to qualify as a REIT, which could have a material adverse effect on us and depress the market price of our common stock.

To maintain our REIT status, we may be forced to seek third-party capital during unfavorable market conditions.

To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our “REIT taxable income” (determined without regard to the dividends paid deduction and excluding net capital gain) each year, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our “REIT taxable income” each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to seek third-party capital to meet the REIT distribution requirements even if the then-prevailing market conditions are not favorable. These capital needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends, which could depress the market price of our common stock if it is perceived as a less attractive investment.

The American Taxpayer Relief Act of 2012, or ATRA, was enacted on January 3, 2013. Under ATRA, for taxable years beginning after 2012, for non-corporate taxpayers, the maximum rate applicable to “qualified dividend income” paid by regular “C” corporations to U.S. stockholders generally is 20%. Dividends payable by REITs, however, generally are not eligible for the current reduced rate, except to the extent that certain holding requirements have been met and a REIT’s dividends are attributable to dividends received by a REIT from taxable corporations (such as a REIT’s taxable REIT subsidiaries), to income that was subject to tax at the REIT/corporate level, or to dividends properly designated by the REIT as “capital gains dividends.” Although ATRA does not adversely affect the taxation of REITs or dividends payable by REITs, it could cause non-corporate taxpayers to perceive investments in REITs to be relatively less attractive than investments in the stocks of regular “C” corporations that pay dividends, which could depress the market price of the stock of REITs, including our common stock.

Complying with REIT requirements may cause us to liquidate or forgo otherwise attractive investment opportunities.

To qualify as a REIT, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a

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TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs. See “U.S. Federal Income Tax Considerations.” If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forgo otherwise attractive investment opportunities. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

In addition to the asset tests set forth above, to qualify as a REIT we must continually satisfy tests concerning, among other things, the sources of our income, the amounts we distribute to our stockholders and the ownership of our stock. We may be unable to pursue investment opportunities that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a hedging transaction that we enter into to manage the risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. See “U.S. Federal Income Tax Considerations.” As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the TRS.

If our OP fails to qualify as a partnership for federal income tax purposes, we would fail to qualify as a REIT and suffer other adverse consequences.

We believe that our operating partnership is organized and will be operated in a manner so as to be treated as a partnership, and not an association or publicly traded partnership taxable as a corporation for federal income tax purposes. As a partnership, it will not be subject to federal income tax on its income. Instead, each of its partners, including us, will be allocated that partner’s share of the operating partnership’s income. No assurance can be provided, however, that the IRS will not challenge its status as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. Also, the failure of our operating partnership to qualify as a partnership would cause it to become subject to federal corporate income tax, which would reduce significantly the amount of its cash available for debt service and for distribution to its partners, including us.

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We will have a carryover tax basis on certain of our assets as a result of the formation transactions, and the amount that we have to distribute to stockholders therefore may be higher.

As a result of the tax-free merger of GA REIT with and into us, certain of our operating properties, including Atlanta Metro, Suwanee, Richmond, Santa Clara, Miami and Wichita, will have carryover tax bases that are lower than the fair market values of these properties at the time of this offering. As a result of this lower aggregate tax basis, we will recognize higher taxable gain upon the sale of these assets, and we will be entitled to lower depreciation deductions on these assets than if we had purchased these properties in taxable transactions at the time of this offering. Lower depreciation deductions and increased gains on sales generally will increase the amount of our required distribution under the REIT rules, and will decrease the portion of any distribution that otherwise would have been treated as a “return of capital” distribution.

As a result of our formation transactions, our TRS may be limited in using certain tax benefits and, consequently, may have greater taxable income.

If a corporation undergoes an “ownership change” within the meaning of Section 382 of the Code and the Treasury Regulations thereunder, such corporation’s ability to use net operating losses, or NOLs, generated prior to the time of that ownership change may be limited. To the extent the affected corporation’s ability to use NOLs is limited, such corporation’s taxable income may increase. As of June 30, 2013, we had approximately $17.6 million of NOLs (all of which are attributable to our TRS) that will begin to expire in 2029 if not utilized. In general, an ownership change occurs if one or more large stockholders, known as “5% stockholders,” including groups of stockholders that may be aggregated and treated as a single 5% stockholder, increase their aggregate percentage interest in a corporation by more than 50% over their lowest ownership percentage during the preceding three-year period. We believe that the formation transactions will cause an ownership change within the meaning of Section 382 of the Code with respect to our TRS. Accordingly, to the extent our TRS has taxable income in future years, its ability to use NOLs incurred prior to our formation transactions in such future years will be limited, and it will have greater taxable income as a result of such limitation.

Legislative or other actions affecting REITs could materially and adversely affect us and our investors.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect us and our investors. We cannot predict how changes in the tax laws might affect us or our investors. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, our pro forma financial statements and all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions are forward-looking statements. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “pro forma,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this prospectus reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

Ÿ adverse economic or real estate developments in our markets or the technology industry;

Ÿ national and local economic conditions;

Ÿ difficulties in identifying properties to acquire and completing acquisitions;

Ÿ our failure to successfully develop, redevelop and operate acquired properties and operations;

Ÿ significant increases in construction and development costs;

Ÿ the increasingly competitive environment in which we operate;

Ÿ defaults on or non-renewal of leases by customers;

Ÿ increased interest rates and operating costs, including increased energy costs;

Ÿ financing risks, including our failure to obtain necessary outside financing;

Ÿ decreased rental rates or increased vacancy rates;

Ÿ dependence on third parties to provide Internet, telecommunications and network connectivity to our data centers;

Ÿ our failure to qualify and maintain our qualification as a REIT;

Ÿ environmental uncertainties and risks related to natural disasters;

Ÿ financial market fluctuations; and

Ÿ changes in real estate and zoning laws and increases in real property tax rates.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section above entitled “Risk Factors.”

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering, after deducting the underwriting discounts and commissions and estimated expenses of the offering payable by us, will be approximately $         million (or approximately $         million if the underwriters exercise their option to purchase additional shares in full), based on an assumed initial public offering price of $         per share, which is the mid-point of the range set forth on the front cover of this prospectus.

We intend to contribute the net proceeds received by us from this offering to our operating partnership in exchange for OP units. The operating partnership intends to use the net proceeds as follows:

Ÿ approximately $         million to repay amounts outstanding under our unsecured revolving credit facility; and

Ÿ the remaining balance to fund ongoing redevelopment costs, to fund future acquisitions and for general corporate purposes.

Pending application of the cash proceeds, we will invest the net proceeds in interest-bearing accounts and short-term, interest-bearing securities, which are consistent with our intention to qualify for taxation as a REIT.

As of June 30, 2013, we had approximately $244 million outstanding under our unsecured revolving credit facility. The unsecured revolving credit facility matures on May 1, 2017 (which maturity may be extended for an additional one year at our option subject to certain conditions). Amounts outstanding under our unsecured revolving credit facility bear interest at a variable rate equal to, at our election, LIBOR or a base rate, plus a spread that will range, depending upon our leverage ratio, from 2.10% to 2.85% for LIBOR rate loans or 1.10% to 1.85% for base rate loans, and bore interest at a rate of 2.55% as of June 30, 2013.

The proceeds of the unsecured revolving credit facility have been used to repay amounts outstanding under our secured credit facility, a loan secured by our Miami facility, a bridge loan secured by our Santa Clara facility, seller financing obtained to acquire our Lenexa and Dallas facilities, a loan for the purchase of land near our Suwanee facility and a loan from Chad L. Williams and entities controlled by Mr. Williams, and for redevelopment purposes.

Affiliates of each of the underwriters of this offering are lenders under our unsecured credit facility. As described above, our operating partnership intends to use a portion of the net proceeds to repay borrowings outstanding under our unsecured revolving credit facility. As such, these affiliates will receive their proportionate shares of any amount of our unsecured revolving credit facility that is repaid with the net proceeds of this offering. See “Underwriting.” The repayment of amounts outstanding under our unsecured revolving credit facility will not affect the commitments of these affiliates of the underwriters to fund future amounts thereunder in accordance with the terms of the facility.

We will not receive any proceeds from the sale of our Class A common stock by the Selling Stockholder.

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DISTRIBUTION POLICY

To satisfy the requirements to qualify as a REIT, and to avoid paying tax on our income, we intend to make regular quarterly distributions of all, or substantially all, of our REIT taxable income (excluding net capital gains) to our stockholders. We intend to make a pro rata initial distribution with respect to the period commencing on the completion of this offering and ending                 , 2013, based on a distribution of $         per share for a full quarter. On an annualized basis, this would be $         per share, or an annual distribution rate of approximately     % based on an assumed initial public offering price at the mid-point of the price range indicated on the cover of this prospectus. We estimate that this initial annual distribution rate will represent approximately     % of estimated cash available for distribution to our common stockholders for the 12-month period ending June 30, 2014. We do not plan to reduce our intended initial annual distribution rate if the underwriters exercise their option to purchase additional shares of Class A common stock. Furthermore, we plan to maintain this rate for the 12-month period following completion of this offering unless circumstances change materially.

Our intended initial annual distribution rate has been established based on our estimate of cash available for distribution for the 12-month period ending June 30, 2014, which we have calculated based on adjustments to our pro forma income from continuing operations for the 12 months ended June 30, 2013 (after giving effect to this offering). This estimate was based on the pro forma operating results and does not take into account our business and growth strategies, nor does it take into account any unanticipated expenditures we may have to make or any financings to fund such expenditures. In estimating our cash available for distribution for the 12 months ending June 30, 2014, we have made certain assumptions as reflected in the table and footnotes below.

Our estimate of cash available for distribution does not include the effect of any changes in our working capital resulting from changes in our working capital accounts. Our estimate also does not reflect the amount of cash estimated to be used for investing activities for acquisition, redevelopment and other capital expenditures and other activities, other than recurring capital expenditures. It also does not reflect the amount of cash estimated to be used for financing activities, other than scheduled loan principal payments on mortgage and other indebtedness that will be outstanding upon completion of this offering. Any such investing and/or financing activities may materially and adversely affect our estimate of cash available for distribution. Because we have made the assumptions set forth above in estimating cash available for distribution, we do not intend this estimate to be a projection or forecast of our actual results of operations, EBITDA, NOI, FFO, liquidity or financial condition and have estimated cash available for distribution for the sole purpose of determining our estimated initial annual distribution amount. Our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator of our liquidity or our ability to pay distributions. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for determining future dividends or other distributions.

No assurance can be given that our estimated cash available for distribution to our stockholders will be accurate or that our actual cash available for distribution to our stockholders will be sufficient to pay distributions to them at any expected or REIT-required level or at any particular yield, or at all. Accordingly, we may need to borrow or rely on other third-party capital to make distributions to our stockholders, and such third-party capital may not be available to us on favorable terms or at all. As a result, we may not be able to pay distributions to our common stockholders in the future. In addition, our preferred stock, if issued, would likely have a preference on distribution payments. All distributions will be made at the discretion of our board of directors and will depend on our historical and projected results of operations, liquidity and financial condition, our REIT qualification, our debt service requirements, operating expenses and capital expenditures, prohibitions and other restrictions under financing arrangements and applicable law and other factors as our board of directors may deem relevant from

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time to time. If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. Distributions in excess of our current and accumulated earnings and profits will not be taxable to a taxable U.S. stockholder under current U.S. federal income tax law to the extent those distributions do not exceed the stockholder’s adjusted tax basis in his or her common stock, but rather will reduce the adjusted basis of the common stock. In that case, the gain (or loss) recognized on the sale of those common stock or upon our liquidation will be increased (or decreased) accordingly. To the extent those distributions exceed a taxable U.S. stockholder’s adjusted tax basis in his or her common stock, they generally will be treated as a gain realized from the taxable disposition of those shares. The percentage of our distributions to our stockholders that exceeds our current and accumulated earnings and profits may vary substantially from year to year. For a more complete discussion of the tax treatment of distributions to holders of our common stock, see “U.S. Federal Income Tax Considerations.”

Our unsecured credit facility and Richmond credit facility contain provisions that may limit our ability to make distributions to our stockholders. These facilities generally provide that if a default occurs and is continuing, we will be precluded from making distributions on our common stock (other than those required to allow us to qualify and maintain our status as a REIT, so long as such default does not arise from a payment default or event of insolvency) and lenders under the facility and, potentially, other indebtedness, could accelerate the maturity of the related indebtedness. In addition, these facilities also contain covenants providing for a maximum distribution of the greater of (i) 95% of our Funds from Operations (as defined in such agreement) and (ii) the amount required for us to qualify as a REIT.

U.S. federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income, excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income, including capital gains. For more information, please see “U.S. Federal Income Tax Considerations.” We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs and the amount necessary to avoid the payment of tax on undistributed income. However, under some circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet these distribution requirements and we may need to borrow funds to make certain distributions.

The following table describes our pro forma income from continuing operations for the year ended December 31, 2012, and the adjustments we have made thereto in order to estimate our initial cash available for distribution for the 12 months ending June 30, 2014 (amounts in millions except share data, per share data, square footage data and percentages):

Pro forma income (loss) from continuing operations for the 12 months ended December 31, 2012	$
Less: Pro forma income (loss) from continuing operations for the six months ended June 30, 2012
Add: Pro forma income (loss) from continuing operations for the six months ended June 30, 2013
Pro forma income (loss) from continuing operations for the 12 months ended June 30, 2013	$
Add: Pro forma depreciation and amortization(1)
Add: Net increases in contractual rental income during the 12 months ended June 30, 2013(2)
Add: Net increases in contractual rental income during the 12 months ending June 30, 2014(3)
Less: Net decreases in contractual rental income due to lease expirations, assuming rental churn based on historical data(4)
Less: Net effects of straight line rents(5)
Add: Non-cash compensation expense(6)
Add: Amortization of deferred financing costs(7)

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Estimated cash flow from operating activities for the 12 months ending June 30, 2014	$
Estimated cash flows used in investing activities:
Less: Contractual obligations for leasing commissions(8)
Less: Estimated annual provision for recurring capital expenditures(9)
Total estimated cash flows used in investing activities
Estimated cash flows used in financing activities—scheduled principal amortization payments of capital and other long-term lease obligations(10)
Estimated cash available for distribution for the 12 months ending June 30, 2014	$
Our share of estimated cash available for distribution(11)
Non-controlling interests’ share of estimated cash available for distribution
Total estimated initial annual distributions to stockholders	$
Estimated initial annual distribution per share(12)	$
Payout ratio based on our share of estimated cash available for distribution(13)		%

(1)	Pro forma depreciation and amortization for the 12 months ended December 31, 2012	$
	Less: pro forma depreciation and amortization for the six months ended June 30, 2012	$
	Add: pro forma depreciation and amortization for the six months ended June 30, 2013	$
	Pro forma depreciation and amortization for the 12 months ended June 30, 2013	$
(2)	Represents net increases in contractual rental revenue from new leases, renewals and contractual rent increases, net of abatements, that were not in effect for the entire 12-month period ended June 30, 2013, based on leases entered into or that expired and were not renewed through June 30, 2013, less estimated variable expenses associated with such leases using our average NOI margin (excluding recoveries from customers) of         % for the 12 months ended June 30, 2013:

	Total net increases in contractual rental revenue during the 12 months ended June 30, 2013 due to leases that were not in effect for the entire 12 month period ended June 30, 2013	$
	Average NOI margin (excluding recoveries from customers) for the 12 months ended June 30, 2013		%
	Total estimated increase in contractual rental income during the 12 months ending June 30, 2014 due to leases that were not in effect for the entire 12-month period ended June 30, 2013	$
(3)	Represents net increases in contractual rental revenue from new leases, renewals and contractual rent increases, net of abatements, entered into as of                     , 2013, that will go into effect during the 12-month period ending June 30, 2014, less estimated variable expenses associated with such leases using our average NOI margin (excluding recoveries from customers) of         % for the 12 months ending June 30, 2014:
	Total net increases in contractual rental revenue that will go into effect during the 12-month period ending June 30, 2014 from new leases entered into as of                     , 2013	$
	Average NOI margin (excluding recoveries from customers) for the 12 months ended June 30, 2013		%
	Total estimated increase in contractual rental income during the 12 months ending June 30, 2014 due to increases in contractual rental revenue that will go into effect during the 12-month period ending June 30, 2014.	$

Contractual rental revenue to be recognized during the 12-month period ending June 30, 2014 is determined as follows:
Annualized contractual rental revenue from new leases, renewals and contractual rent increases, net of abatements, entered into as of June 30, 2013	$
Less: Annualized contractual rental revenue from leases, renewals and contractual rent increases, net of abatements, entered into as of                     , 2013 that will not commence billing until after June 30, 2014	$
Less: Contractual rental revenue from leases, renewals and contractual rent increases, net of abatements, entered into as of                     , 2013 not recognized in the 12-month period ending June 30, 2014 due to timing of commencement of billing	$
Contractual rental revenue to be recognized during the 12-month period ending June 30, 2014 from new leases, renewals and contractual rent increases, net of abatements	$

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(4)

Represents estimated decreases in contractual rental revenue during the 12 months ending June 30, 2014 due to lease terminations and expirations, assuming an annual rental churn rate of         % (which is equal to our rental churn rate for the 6-month period ended June 30, 2013 multiplied by two), less estimated variable expenses associated with such leases using our average NOI margin (excluding recoveries from tenants) of         % for the 12-month period ended June 30, 2013. We define rental churn as when a customer completely departs our platform in a given period. This presentation assumes no additional leasing activity through June 30, 2014 and no customer downgrades prior to June 30, 2014.

(5)

Represents the conversion of estimated rental revenues and expenses for the 12 months ended June 30, 2013 from a straight-line basis to cash basis recognition.

(6)	Represents pro forma non-cash compensation expense related to the vesting of incentive awards granted under our 2013 Equity Incentive Plan.
(7)	Represents pro forma non-cash amortization of financing costs for the 12 months ended June 30, 2013.
(8)	Reflects contractual leasing commissions for the 12 months ending June 30, 2014 based on new and renewal leases entered into through             , 2013. Does not include obligations for customer improvements estimated at $         million for the 12 months ending June 30, 2014, which are expected to be funded from borrowings.
(9)	For the 12 months ending June 30, 2014, our estimate of the costs of recurring capital expenditures (excluding customer improvements and leasing commissions) is approximately $         million, based on the average annual capital expenditures cost of $         per net rentable square foot incurred during 2010, 2011 and 2012 and for the six months ended June 30, 2013, multiplied by the average total operating NRSF in our portfolio during the period. The following table sets forth certain information regarding historical recurring capital expenditures at the properties in our portfolio through June 30, 2013 (in millions):

	Year Ended December 31,			Six Months Ended June 30,	Weighted Average January 1, 2010 - June 30, 2013
	2010	2011	2012	2013
Recurring capital expenditures (excluding customer improvements and leasing commissions)	$	$	$	$	$
Average total operating NRSF during period (square feet)
Total estimated recurring capital expenditures (per square foot)	$	$	$	$	$

(10)	Represents scheduled amortization payments of capital lease obligations and other long-term lease obligations due during the 12 months ending June 30, 2014.
(11)	Represents our share of estimated cash available for distribution and estimated initial annual cash distributions to our stockholders is based on an estimated approximate     % aggregate partnership interest in our operating partnership.
(12)	Based on a total of                  shares of Class A common stock to be outstanding after this offering, consisting of shares to be sold in this offering (assuming no exercise of the underwriters’ option to purchase additional shares), shares of common stock issued to our continuing investors in connection with our formation transactions, restricted shares of common stock to be issued to certain of our directors, executive officers and employees upon completion of this offering and                  shares of Class B common stock issued in connection with our formation transactions.
(13)	Calculated as an estimated initial annual distribution per share divided by our share of estimated cash available for distribution per share for the 12 months ending June 30, 2014.

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CAPITALIZATION

The following table sets forth the historical capitalization of our predecessor as of June 30, 2013 and our capitalization as of June 30, 2013 on a pro forma basis, giving effect to (i) the formation transactions, (ii) this offering and (iii) the use of the net proceeds from this offering as described in “Use of Proceeds.” You should read this table in conjunction with “Use of Proceeds,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our predecessor’s consolidated financial statements and the notes to our predecessor’s financial statements appearing elsewhere in this prospectus.

	June 30, 2013
	Historical (unaudited)		Pro Forma
	($ in thousands except per share amounts)
Debt:
Mortgages notes payable	$	89,903	$	89,903
Unsecured revolving credit facility		244,000		—
Unsecured term loan		225,000		225,000
Capital lease obligations		2,163		2,163
Stockholders’ Equity:
Preferred shares, $0.01 par value per share,                 shares authorized, no shares issued and outstanding, as adjusted		—		—
Class A common stock, $0.01 par value per share,                  shares authorized and                 shares issued and outstanding, as adjusted(1)		—
Class B common stock, $0.01 par value per share,                  shares authorized and                 shares issued and outstanding, as adjusted(2)		—
Additional paid in capital		—
Partners’ capital		129,380		—
Total QTS Realty Trust, Inc. stockholders equity		—
Noncontrolling interest		—
Total equity	$	129,380	$
Total capitalization	$	690,446	$

(1) Pro forma outstanding Class A common stock includes (i)                 shares of Class A common stock to be sold by us in this offering, (ii)                 shares of Class A common stock issued to our continuing investors in connection with our formation transactions and (iii)                 shares of Class A common stock, including                  restricted shares (based on the mid-point of the price range set forth on the cover of this prospectus), to be issued upon completion of this offering to certain directors, executive officers and employees. Amount excludes (i)                 additional shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares, (ii) options to acquire                  shares of Class A common stock to be issued upon completion of this offering to certain directors, executive officers and employees and (iii)                 additional shares of Class A common stock reserved for future issuance under our equity incentive plan, upon redemption of OP units, in exchange for Class B common stock and upon conversion of outstanding LTIP units.

(2) Pro forma outstanding Class B common stock includes                  shares of Class B common stock issued in connection with our formation transactions.

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DILUTION

Dilution After This Offering

Purchasers of our Class A common stock offered by this prospectus will experience an immediate and substantial dilution of the net tangible book value of our Class A common stock from the assumed initial public offering price at the mid-point of the price range set forth on the cover of this prospectus. Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the number of outstanding shares of common stock, assuming the conversion of LTIP units into OP Units, the exchange of OP units into shares of our Class A common stock on a one-for-one basis and the conversion of shares of our Class B common stock into shares of our Class A common stock on a one-for-one basis. At June 30, 2013, our predecessor had a net tangible book value of approximately $121.7 million, or $         per share of common stock held by continuing investors. After giving effect to the sale of our common stock by us in this offering, the application of aggregate net proceeds received by us from the offering and completion of the formation transactions, the pro forma net tangible book value as of June 30, 2013 attributable to common stockholders would have been $         million, or $         per share of common stock. This amount represents an immediate increase in net tangible book value of $         per share to our continuing investors and an immediate dilution in pro forma net tangible book value of $         per share from the public offering price of $         per share of common stock to our new investors. The following table illustrates this per share dilution.

Assumed initial public offering price per share at the mid-point of the price range set forth on the cover of this prospectus		$
Net tangible book value per share of our predecessor as of June 30, 2013, before the formation transactions and this offering(1)	$
Net increase in net tangible book value per share attributable to the formation transactions, but before this offering	$
Pro forma net tangible book value per share after the formation transactions, but before this offering	$
Increase in pro forma net tangible book value per share attributable to this offering(2)	$
Pro forma net tangible book value per share after the formation transactions and this offering(3)		$
Dilution in pro forma net tangible book value per share to new investors(4)		$

(1) Net tangible book value per share of our predecessor as of June 30, 2013 before the formation transactions and this offering was determined by dividing the net tangible book value of our predecessor as of June 30, 2013 by the number of shares of common stock and OP units held by continuing investors immediately prior to this offering.

(2) The increase in pro forma net tangible book value per share attributable to this offering was determined by subtracting the pro forma net tangible book value per share after the formation transactions, but before this offering, from the pro forma net tangible book value per share after the formation transactions and this offering.

(3) The pro forma net tangible book value per share after the formation transactions and this offering was determined by dividing net tangible book value of approximately $         million by                  shares of common stock and OP units to be outstanding after this offering, which amount excludes the shares and the related proceeds that may be issued by us upon exercise of the underwriters’ option to purchase additional shares and additional common stock reserved for future issuance under our equity incentive plan.

(4) The dilution in pro forma net tangible book value per share to new investors was determined by subtracting pro forma net tangible book value per share after the formation transactions and this offering from the assumed initial public offering price paid by a new investor for our common stock. For the purpose of calculating our predecessor’s pro forma book values, we have assumed that, as of June 30, 2013, the common stock and OP units to be issued as part of the formation transactions were outstanding as of such date.

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Assuming the underwriters exercise their option to purchase additional shares of Class A common stock in full, our net tangible book value at June 30, 2013 would have been $         million, or $         per share of Class A common stock. This represents an immediate dilution in pro forma net tangible book value of $         per share of Class A common stock to our new investors.

Differences Between New Investors and Continuing Investors

The table below summarizes, as of June 30, 2013, on a pro forma basis after giving effect to the formation transactions, the related financing transactions and this offering, the differences between the number of shares of Class A common stock and OP Units to be received by the continuing investors in connection with the formation transactions and the new investors purchasing shares in this offering, the total consideration paid and the average price per share of Class A common stock or OP unit paid by the continuing investors in connection with the formation transactions and paid in cash by the new investors purchasing shares in this offering (based on the net tangible book value attributable to the existing investors in the formation transactions). In calculating the shares to be issued in this offering, we used an assumed initial public offering price of $         per share, which is the mid-point of the price range set forth on the front cover page of this prospectus.

	Class A Common Stock/OP Units Issued/Granted			Pro Forma Net Tangible Book Value of Contribution/Cash(1)			Average Price Per Share
	Number	Percentage		Amount	Percentage
Continuing investors(2)			%	$		%	$
New investors			%			%	$
Total			%	$		100.0%

(1) Represents pro forma net tangible book value as of June 30, 2013 of the initial operating properties after giving effect to the formation transactions, the related financing transactions and this offering (but prior to deducting the estimated costs of this offering).

(2) Includes                  OP units to be issued in connection with the formation transactions and an aggregate of                  shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to be granted to certain of our directors, executive officers and employees concurrently with the completion of this offering.

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SELECTED FINANCIAL DATA

The following table sets forth selected financial data on an historical basis for QualityTech, LP, which is our predecessor. We have not presented historical data for QTS Realty Trust, Inc. because we have not had any corporate activity since our formation other than the issuance of shares of common stock in connection with our initial capitalization and activity in connection with this offering. Accordingly, we do not believe that a discussion of the historical results of QTS Realty Trust, Inc. would be meaningful. Prior to or concurrently with the completion of this offering, we will consummate a series of transactions pursuant to which we will become the sole general partner and majority owner of our predecessor, which then will be our operating partnership, and thereby indirectly acquire the properties and data center business described in this prospectus. We refer to these transactions as our “formation transactions.” Substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. We will contribute the net proceeds received by us from this offering to our operating partnership in exchange for OP units. For more information regarding our predecessor and the formation transactions, please see “Structure and Formation of Our Company.”

The historical financial data as of December 31, 2012 and 2011 and for each of the years ended December 31, 2012, 2011 and 2010 has been derived from our predecessor’s audited financial statements included elsewhere in this prospectus. The historical balance sheet as of December 31, 2010 has been derived from our predecessor’s audited financial statements not otherwise included in this prospectus. The historical financial data as of June 30, 2013 and for each of the six months ended June 30, 2013 and 2012 has been derived from our predecessor’s unaudited financial statements included elsewhere in this prospectus and includes all adjustments that management considers necessary to present fairly the information set forth therein. The historical financial data for our predecessor is not necessarily indicative of our results of operations, cash flows or financial condition following the completion of this offering and our formation transactions.

The unaudited pro forma condensed consolidated financial data for the year ended December 31, 2012 and as of and for the six months ended June 30, 2013 are presented as if this offering, the formation transactions, the acquisition of the Sacramento data center in December 2012 and the effect of certain financing transactions as described in the pro forma condensed consolidated financial statements included elsewhere in this prospectus had all occurred on June 30, 2013 for the pro forma condensed consolidated balance sheet and on January 1, 2012 for the pro forma condensed consolidated statement of operations. Our pro forma condensed consolidated financial data is not necessarily indicative of what our actual financial condition and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial condition or results of operations.

The following table sets forth selected financial and operating data on a pro forma and a consolidated historical basis for our predecessor. You should read the following selected financial data in conjunction with our pro forma financial statements, our predecessor’s historical consolidated financial statements, the combined statements of revenues and certain operating expenses of our Sacramento data center and, in each case, the related notes thereto, along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus.

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	Six Months Ended June 30, (unaudited)									Year Ended December 31,
	Pro Forma 2013			2013			2012			Pro Forma 2012 (unaudited)			2012			2011			2010
	($ in thousands)
Statement of Operations Data
Revenues:
Rental	$	68,589		$	68,589		$	59,516		$	131,135		$	120,758		$	104,051		$	92,800
Recoveries from customers		6,322			6,322			4,489			10,613			9,294			12,154			12,506
Cloud and managed services		8,435			8,435			6,883			14,497			14,497			12,173			9,054
Other		1,092			1,092			444			1,385			1,210			2,018			5,795
Total revenues		84,438			84,438			71,332			157,630			145,759			130,396			120,155
Operating expenses
Property operating costs		29,292			29,292			25,556			56,993			51,506			57,900			60,408
Real estate taxes and insurance		2,203			2,203			1,525			4,304			3,632			2,621			2,378
Depreciation and amortization		22,061			22,061			16,394			39,438			34,932			26,165			19,086
General and administrative		19,290			19,290			17,187			36,610			35,986			28,470			22,844
Transaction costs		—			—			—			897			897			—			—
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Restructuring charge		—			—			3,291			3,291			3,291			—			—
Total operating expenses		72,846			72,846			63,953			141,533			130,244			111,799			104,716
Operating income		11,592			11,592			7,379			16,097			15,515			18,597			15,439
Other income and expense:
Interest income		13			13			46			69			61			71			233
Interest expense		(4,459	)		(11,634	)		(12,393	)		(10,105	)		(25,140	)		(19,713	)		(23,502	)
Other (expense) income, net		—			(3,277	)		(1,434	)		(1,153	)		(1,151	)		136			22,214
Income (loss) before gain on sale of real estate		7,146			(3,306	)		(6,402	)		4,908			(10,715	)		(909	)		14,384
Gain on sale of real estate		—			—			—			948			948			—			—
Net income (loss)	$	7,146		$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Other Data (unaudited)
FFO(1)	$	26,763		$	16,311		$	8,753		$	39,931		$	20,253		$	23,047		$	31,771
Operating FFO(1)		26,763			19,588			13,171			45,246			25,568			13,900			2,456
Recognized MRR (in the period)(2)		73,785			73,785			63,188			141,151			128,533			108,942			98,832
MRR (at period end)(2)		12,743			12,743			11,021			11,857			11,857			9,898			9,138
NOI(3)		52,943			52,943			44,251			96,614			90,904			70,011			57,369
EBITDA(4)		33,653			30,376			22,339			55,330			50,244			44,898			56,739
Adjusted EBITDA(4)		34,448			34,448			27,253			60,416			55,330			42,306			34,857

	As of June 30, (unaudited)						As of December 31,
	Pro Forma 2013		2013		2012		Pro Forma 2012 (unaudited)		2012		2011		2010
	($ in thousands)
Balance Sheet Data
Real estate at cost*		$821,336		$821,336		$606,295		N/A		$734,828		$555,586		$432,233
Real estate assets, net**		701,760		701,760		518,357		N/A		631,928		481,050		379,967
Total assets		788,247		758,432		558,539		N/A		685,443		521,056		412,964
Credit facility and mortgages payable		314,903		558,903		461,136		N/A		487,791		407,906		302,765

* Reflects undepreciated cost of real estate assets and does not include real estate intangible assets acquired in connection with acquisitions.

** Real estate assets, net includes building and improvements (net of accumulated depreciation), land and construction in progress.

	Six Months Ended June 30, (unaudited)								Year Ended December 31,
	Pro Forma 2013		2013			2012			Pro Forma 2012 (unaudited)		2012			2011			2010
	($ in thousands)
Cash Flow Data
Cash flow provided by (used for):
Operating activities	$	N/A	$	19,990		$	20,683		$	N/A	$	35,098		$	24,374		$	13,277
Investing activities		N/A		(86,526	)		(66,503	)		N/A		(194,927	)		(118,746	)		(56,574	)
Financing activities		N/A		63,004			44,139			N/A		160,719			94,669			5,610

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(1) We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), adjusted to exclude gains (or losses) from sales of property, real estate related depreciation and amortization and similar adjustments for unconsolidated partnerships and joint ventures. We generally calculate Operating FFO as FFO excluding certain non-recurring and primarily non-cash charges and gains and losses that management believes are not indicative of the results of our operating real estate portfolio. We believe that Operating FFO provides investors with another financial measure that may facilitate comparisons of operating performance and liquidity between periods and, to the extent other REITs calculate Operating FFO on a comparable basis, between us and these other REITs.

A reconciliation of net income (loss) to FFO and Operating FFO is presented below:

	Six Months Ended June 30, (unaudited)								Year Ended December 31, (unaudited)
	Pro Forma 2013		2013			2012			Pro Forma 2012			2012			2011			2010
	($ in thousands)
FFO
Net income (loss)	$	7,146	$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Real estate depreciation and amortizaton		19,617		19,617			15,155			35,023			30,968			23,956			17,387
Gain on sale of real estate		—		—			—			(948	)		(948	)		—			—
FFO		26,763		16,311			8,753			39,931			20,253			23,047			31,771
Operating FFO
Restructuring charge		—		—			3,291			3,291			3,291			—			—
Write off of unamortized deferred financing costs		—		3,277			1,434			1,434			1,434			—			—
Gain on legal settlement		—		—			—			—			—			(3,357	)		—
Transaction costs		—		—			—			897			897			—			—
Intangible revenue		—		—			—			—			—			(960	)		(4,844	)
Gain on extinguishment of debt		—		—			—			—			—			—			(22,214	)
Unrealized gain on derivatives		—		—			(307	)		(307	)		(307	)		(4,830	)		(2,257	)
Operating FFO	$	26,763	$	19,588		$	13,171		$	45,246		$	25,568		$	13,900		$	2,456

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(2) We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases (which represent customer leases that have been executed but for which lease payments have not commenced) as of a particular date, unless otherwise specifically noted. We calculate recognized MRR as the recurring revenue recognized during a given period, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. Management uses MRR and recognized MRR as supplemental performance measures because they provide a useful measure of increases in contractual revenue from our customer leases. A reconciliation of total revenues to recognized MRR in the period and MRR at period-end is presented below:

		Six Months Ended June 30, (unaudited)									Year Ended December 31, (unaudited)
		Pro Forma 2013			2013			2012			Pro Forma 2012			2012			2011			2010
		($ in thousands)
Recognized MRR
Total period revenues (GAAP basis)		$	84,438		$	84,438		$	71,332		$	157,630		$	145,759		$	130,396		$	120,155
Less:	Total period recoveries		(6,322	)		(6,322	)		(4,489	)		(10,613	)		(9,294	)		(12,154	)		(12,506	)
	Total period deferred set-up fees		(2,188	)		(2,188	)		(1,862	)		(4,481	)		(4,317	)		(2,997	)		(2,710	)
	Total period other		(2,143	)		(2,143	)		(1,793	)		(1,385	)		(3,615	)		(6,303	)		(6,107	)
Recognized MRR (in the period)		$	73,785		$	73,785		$	63,188		$	141,151		$	128,533		$	108,942		$	98,832
MRR
Total period revenues (GAAP basis)		$	84,438		$	84,438		$	71,332		$	157,630		$	145,759		$	130,396		$	120,155
Less:	Total revenues excluding last month		(69,802	)		(69,802	)		(59,008	)		(143,157	)		(132,338	)		(119,156	)		(109,497	)
Total revenues for last month of period			14,636			14,636			12,324			14,473			13,421			11,240			10,658
Less:	Last month recoveries		(1,224	)		(1,224	)		(775	)		(981	)		(879	)		(897	)		(1,175	)
	Last month deferred set-up fees		(391	)		(391	)		(352	)		(455	)		(441	)		(278	)		(195	)
	Last month other plus adjustments for period end		(278	)		(278	)		(176	)		(1,180	)		(244	)		(167	)		(150	)
MRR (at period end)*		$	12,743		$	12,743		$	11,021		$	11,857		$	11,857		$	9,898		$	9,138

* Does not include our booked-not-billed MRR balance, which was $2.3 million and $1.2 million as of June 30, 2013 and 2012, respectively, and $1.1 million, $1.0 million and $1.0 million as of December 31, 2012, 2011, and 2010, respectively.

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(3) We calculate net operating income, or NOI, as net income (loss), excluding: interest expense, interest income, depreciation and amortization, write off of unamortized deferred financing costs, gain on extinguishment of debt, transaction costs, gain on legal settlement, gain on sale of real estate, restructuring charge and general and administrative expenses. We believe that NOI is another metric that is often utilized to evaluate returns on operating real estate from period to period and also, in part, to assess the value of the operating real estate. A reconciliation of net income (loss) to NOI is presented below:

	Six Months Ended June 30, (unaudited)									Year Ended December 31, (unaudited)
	Pro Forma 2013			2013			2012			Pro Forma 2012			2012			2011			2010
	($ in thousands)
Net Operating Income (NOI)
Net income (loss)	$	7,146		$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Interest expense		4,459			11,634			12,393			10,105			25,140			19,713			23,502
Interest income		(13	)		(13	)		(46	)		(69	)		(61	)		(71	)		(233	)
Depreciation and amortization		22,061			22,061			16,394			39,438			34,932			26,165			19,086
Write off of unamortized deferred financing costs		—			3,277			1,434			1,434			1,434			—			—
Gain on extinguishment of debt		—			—			—			—			—			—			(22,214	)
Transaction costs		—			—			—			897			897			—			—
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Gain on sale of real estate		—			—			—			(948	)		(948	)		—			—
Restructuring charge		—			—			3,291			3,291			3,291			—			—
General and administrative expenses		19,290			19,290			17,187			36,610			35,986			28,470			22,844
NOI	$	52,943		$	52,943		$	44,251		$	96,614		$	90,904		$	70,011		$	57,369
Breakdown of NOI by Facility:
Atlanta Metro data center	$	25,000		$	25,000		$	20,048		$	42,787		$	42,787		$	29,712		$	26,595
Suwanee data center		13,428			13,428			16,766			30,471			30,471			32,258			28,508
Santa Clara data center		5,498			5,498			5,550			11,183			11,183			9,672			7,291
Richmond data centers		4,679			4,679			2,116			6,094			6,094			267			—
Other data centers		4,338			4,338			(229	)		6,079			369			(1,898	)		(5,025	)
NOI	$	52,943		$	52,943		$	44,251		$	96,614		$	90,904		$	70,011		$	57,369

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(4) We calculate EBITDA as net income (loss) excluding interest expense and interest income, provision for income taxes (including income taxes applicable to sale of assets) and depreciation and amortization. We believe that EBITDA is another metric that is often utilized to evaluate and compare our ongoing operating results and also, in part, to assess the value of our operating portfolio.

In addition to EBITDA, we calculate an adjusted measure of EBITDA, which we refer to as Adjusted EBITDA, as EBITDA excluding write off of unamortized deferred financing costs, gain on extinguishment of debt, transaction costs, equity-based compensation expense, restructuring charge, gain on legal settlement and gain on sale of real estate. We believe that Adjusted EBITDA provides investors with another financial measure that can facilitate comparisons of operating performance between periods and between REITs.

A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is presented below:

	Six Months Ended June 30, (unaudited)									Year Ended December 31, (unaudited)
	Pro Forma 2013			2013			2012			Pro Forma 2012			2012			2011			2010
	($ in thousands)
EBITDA
Net income (loss)	$	7,146		$	(3,306	)	$	(6,402	)	$	5,856		$	(9,767	)	$	(909	)	$	14,384
Interest expense		4,459			11,634			12,393			10,105			25,140			19,713			23,502
Interest income		(13	)		(13	)		(46	)		(69	)		(61	)		(71	)		(233	)
Depreciation and amortization		22,061			22,061			16,394			39,438			34,932			26,165			19,086
EBITDA		33,653			30,376			22,339			55,330			50,244			44,898			56,739
Adjusted EBITDA
Write off of unamortized deferred financing costs		—			3,277			1,434			1,434			1,434			—			—
Gain on extinguishment of debt		—			—			—			—			—			—			(22,214	)
Transaction costs		—			—			—			897			897			—			—
Equity-based compensation expense		795			795			189			412			412			765			332
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Gain on sale of real estate		—			—			—			(948	)		(948	)		—			—
Restructuring charge		—			—			3,291			3,291			3,291			—			—
Adjusted EBITDA	$	34,448		$	34,448		$	27,253		$	60,416		$	55,330		$	42,306		$	34,857

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our predecessor’s consolidated financial statements, our pro forma financial statements and the combined statements of revenues and certain operating expenses of our Sacramento data center, and, in each case, the related notes, included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our business and growth strategies, statements regarding the industry outlook, our expectations regarding the future performance of our business and the other non-historical statements contained herein are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” You should also review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements.

Overview

We are a leading owner, developer and operator of state-of-the-art, carrier-neutral, multi-tenant data centers. Our data centers are facilities that house the network and computer equipment of multiple customers and provide access to a range of communications carriers. We have a fully integrated platform through which we own and operate our data centers and provide a broad range of IT infrastructure solutions. We refer to our spectrum of core data center products as our “3Cs,” which consists of Custom Data Center, Colocation and Cloud and Managed Services. We believe that we own and operate one of the largest portfolios of multi-tenant data centers in the United States, as measured by gross square footage, and have the capacity to almost triple our leased raised floor without constructing or acquiring any new buildings.

We operate a portfolio of 10 data centers across seven states, located in some of the top U.S. data center markets plus other high-growth markets. Our data centers are highly specialized, full-service, mission-critical facilities used by our customers to house, power and cool the networking equipment and computer systems that support their most critical business processes. We believe that our data centers are best-in-class and engineered to among the highest specifications commercially available to customers, providing fully redundant, high-density power and cooling sufficient to meet the needs of major national and international companies and organizations. This is in part reflected by our operating track record of “five-nines” (99.999%) reliability and by our diverse customer base of more than 870 customers, including financial institutions, healthcare companies, government agencies, communications service providers, software companies and global Internet companies.

Our data center portfolio contains approximately 3.8 million gross square feet of space (approximately 92% of which is wholly owned by us), including approximately 1.8 million “basis-of-design” raised floor square feet, which represents the total data center raised floor potential of our existing data center facilities. This represents the maximum amount of space in our existing buildings that could be leased following full build-out, depending on the configuration that we deploy. As of June 30, 2013, this space included approximately 714,000 raised floor operating net rentable square feet, or NRSF, plus approximately 1.1 million square feet of additional raised floor in our development pipeline, of which approximately 312,000 NRSF is expected to become operational by June 30, 2016. Our facilities collectively have access to over 500 MW of gross utility power with 390 MW of available utility power. We believe such access to power gives us a competitive advantage in redeveloping data center space, since access to power is usually the most limiting and expensive component in data center redevelopment. As of June 30, 2013, our properties were approximately 81% leased based on our leasable raised floor of approximately 523,000 square feet. Of the approximately 99,000 square feet of raised floor available for lease as of June 30, 2013, approximately 45,000 square

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feet became leasable during the prior three months. As of June 30, 2013, we had signed leases for over 23,000 square feet that had not yet commenced.

We are a Maryland corporation formed on May 17, 2013 and will not have any operating activity until the consummation of this offering. Accordingly, we do not believe that a discussion of the historical results of QTS Realty Trust, Inc. would be meaningful, and we have therefore set forth below a discussion and analysis regarding the historical operations of our predecessor only. QualityTech, LP, our operating partnership and predecessor, was formed as a Delaware limited partnership in August 2009. Prior to or concurrently with the completion of this offering, we will consummate a series of transactions pursuant to which we will become the sole general partner and majority owner of our predecessor, which then will be our operating partnership, and thereby indirectly will acquire the properties and data center business described in this prospectus. Upon completion of this offering and the formation transactions, substantially all of our assets will be held by, and our operations conducted through, our operating partnership, of which we will serve as general partner and own approximately     %. We will contribute the net proceeds received by us from this offering to our operating partnership in exchange for OP units therein. For more information regarding our predecessor and the formation transactions, please see “Structure and Formation of Our Company.”

We expect to qualify as a REIT for federal income tax purposes beginning with our taxable year ending December 31, 2013. Our predecessor has been operating in compliance with the rules applicable to REITs since it partnered with General Atlantic in 2009.

Our Customer Base

We provide data center solutions to a diverse set of customers. Our customer base is comprised of companies of all sizes representing an array of industries, each with unique and varied business models and needs. We serve Fortune 1000 companies as well as small and medium businesses, or SMBs, including financial institutions, healthcare companies, government agencies, communications service providers, software companies and global Internet companies. As of June 30, 2013 and including our booked-not-billed MRR balance as of that date, Fortune 1000 and equivalently sized private and/or foreign companies accounted for approximately 57% of our MRR balance. Additionally, our customers include six of the top ten Fortune 500 telecommunications companies and three of the top fifteen Forbes Global 2000 technology companies.

Our Custom Data Center, or C1, customers typically are large enterprises with significant IT expertise and specific IT requirements, including financial institutions, “Big Four” accounting firms and the world’s largest global Internet companies. Our Colocation, or C2, customers consist of a wide range of organizations, including major healthcare, telecommunications and software and web-based companies. Our C3 Cloud customers include both large organizations and SMBs seeking to reduce their capital expenditures and outsource their IT infrastructure on a flexible basis. Examples of current C3 Cloud customers include a global financial processing company, a U.S. government agency and an educational software provider.

As a result of our diverse customer base, customer concentration in our portfolio is limited. As of June 30, 2013, only three of our more than 870 customers individually accounted for more than 3% of our MRR, with no single customer accounting for more than 8% of our MRR. In addition, approximately 39% of our MRR was attributable to customers who use more than one of our 3Cs products.

Key Operating Metrics

The following sets forth definitions for our key operating metrics. These metrics may differ from similar definitions used by other companies.

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Monthly Recurring Revenue (“MRR”).    We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted.

Annualized Rent.    We define annualized rent as MRR multiplied by 12.

Rental Churn.    We define rental churn as the MRR impact from a customer completely departing our platform in a given period compared to the total MRR at the beginning of the period.

Leasable Raised Floor.    We define leasable raised floor as the amount of raised floor square footage that we have leased plus the available capacity of raised floor square footage that is in a leasable format as of a particular date and according to a particular product configuration. The amount of our leasable raised floor may change even without completion of new redevelopment projects due to changes in our configuration of C1, C2 and C3 product space.

Percentage (%) Leased Raised Floor.    We define percentage leased raised floor as the square footage that is subject to a signed lease for which billing has commenced as of a particular date compared to leasable raised floor as of that date, expressed as a percentage.

Booked-not-Billed.    We define booked-not-billed as our customer leases that have been signed, but for which lease payments have not yet commenced.

Factors That May Influence Future Results of Operations and Cash Flows

Revenue.    Our revenue growth will depend on our ability to maintain the historical occupancy rates of leasable raised floor, lease currently available space, lease new capacity that becomes available as a result of our development and redevelopment activities, attract new customers and continue to meet the ongoing technological requirements of our customers. As of June 30, 2013, we had in place customer leases generating revenue for approximately 81% of our leasable raised floor. Our ability to grow revenue also will be affected by our ability to maintain or increase rental, cloud and managed services rates at our properties. Future economic downturns, regional downturns or downturns in the technology industry could impair our ability to attract new customers or renew existing customers’ leases on favorable terms, or at all, and could adversely affect our customers’ ability to meet their obligations to us. Negative trends in one or more of these factors could adversely affect our revenue in future periods, which would impact our results of operations and cash flows. We also at times elect to reclaim space from customers in a negotiated transaction where we believe that we can redevelop and/or re-lease that space at higher rates, which may cause a decrease in revenue until the space is re-leased.

Leasing Arrangements.    As of June 30, 2013, 79% of our leased raised floor was leased to customers with separately metered power. Under the metered power model, the customer pays us a fixed monthly rent amount, plus reimbursement of certain other operating costs, including actual costs of sub-metered electricity used to power its data center equipment and an estimate of costs for electricity used to power supporting infrastructure for the data center, expressed as a factor of the customer’s actual electricity usage. Fluctuations in our customers’ utilization of power and the supplier pricing of power do not significantly impact our results of operations or cash flows under the metered power model. These leases generally have a minimum term of five years and are typically employed for our C1 product. As of June 30, 2013, 21% of our leased raised floor was leased to customers on a gross lease basis. Under a gross lease, the customer pays us a fixed rent on a monthly basis, and does not separately reimburse us for operating costs, including utilities, maintenance, repair, property

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taxes and insurance, as reimbursement for these costs is factored into MRR. However, if customers access more utility costs than their leases permit, we are able to charge these customers for overages. For leases under the gross lease model, fluctuations in our customers’ utilization of power and the prices our utility providers charge us will impact our results of operations and cash flows. Our leases on a gross lease basis generally have a term of three years or less.

Scheduled Lease Expirations.    Our ability to minimize rental churn and customer downgrades at renewal and renew, lease and re-lease expiring space will impact our results of operations and cash flows. Leases representing approximately 15% and 11% of our total leased raised floor are scheduled to expire during the years ending December 31, 2013 (including all month-to-month leases) and 2014, respectively. These leases also represented approximately 21% and 23%, respectively, of our annualized rent as of June 30, 2013. At expiration, as a general matter, based on current market conditions, we expect that expiring rents will be at or below the then-current market rents.

Acquisitions, Redevelopment and Financing.    Our revenue growth also will depend on our ability to acquire and redevelop and subsequently lease data center space at favorable rates. As of June 30, 2013, we had approximately 1.1 million square feet of additional raised floor in our redevelopment pipeline, of which approximately 205,000 NRSF of raised floor is expected to become operational by June 30, 2014 and an additional approximately 107,000 NRSF of raised floor is expected to become operational between June 30, 2014 and June 30, 2016.

We generally fund the cost of data center acquisition and redevelopment from capital which we would expect to obtain primarily through our net cash provided by operations, credit facilities, other unsecured and secured borrowings or the issuance of additional equity. We believe that we have sufficient access to capital from our current cash and cash equivalents balance, the expected net proceeds of this offering and borrowings under our credit facilities to fund our redevelopment projects scheduled to become operational by June 30, 2016.

Operating Expenses.    Our operating expenses generally consist of direct personnel costs, utilities, property and ad valorem taxes, insurance and site maintenance costs and rental expenses on our ground and building leases. In particular, our buildings require significant power to support the data center operations conducted in them. Although substantially all of our long-term leases—leases with a term greater than three years—contain reimbursements for certain operating expenses, we will not in all instances be reimbursed for all of our property operating expenses incurred. We also incur general and administrative expenses, including expenses relating to senior management, our in-house sales and marketing organization, cloud and managed services support personnel and legal, human resources, accounting and other expenses related to professional services. We also will incur additional expenses arising from our becoming a publicly traded company, which we expect to range between $     million to $     million annually, excluding employee equity-based compensation. Increases or decreases in our operating expenses will impact our results of operations and cash flows. We expect to incur additional operating expenses as we continue to expand.

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General Leasing Activity

Our leasing activity for the six months ended June 30, 2013 and the year ended December 31, 2013, 2012 and 2011 is summarized below:

	Six Months Ended June  30, 2013			Year Ended December 31,
				2012			2011			2010
	($ in thousands)
Leasing activity:
Incremental MRR booked from new customers	$	782		$	1,380		$	1,318		$	1,739
Incremental MRR booked from existing customer upgrades, net of downgrades		1,394			1,338			797			430
Total incremental MRR		2,176			2,718			2,115			2,169
Total incremental annualized rent		26,112			32,616			25,380			26,028
Leasing commissions related to new leasing activity		5,646			6,085			5,896			4,175
Rental churn rate(1)		1.5	%		7.7	%		11.6	%		7.1	%

(1) The rental churn rate for the three months ended June 30, 2013 and March 31, 2013 was 0.8% and 0.7%, respectively.

With respect to leasing activity during the six months ended June 30, 2013, C1 customers signed leases at an average annualized rental rate of $163 per square foot, and C2 and C3 customers signed leases at an average annualized rental rate of $735 per square foot.

As of June 30, 2013, our booked-not-billed MRR balance was approximately $2.3 million, of which approximately $0.8 million was from new customers and approximately $1.5 million was from existing customers. Of this booked-not-billed MRR balance, leases representing approximately $1.1 million of MRR are scheduled to commence in 2013, $0.7 million are scheduled to commence in 2014 and $0.5 million are scheduled to commence in 2015 and thereafter. The annualized rent from our total booked-not-billed MRR balance was approximately $28.1 million.

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Results of Operations

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

Changes in revenues and expenses for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 are summarized below:

	Three Months Ended June 30, (unaudited)
	2013			2012			$ Change			% Change
	($ in thousands)
Revenues:
Rental	$	34,783		$	30,725		$	4,058			13	%
Recoveries from customers		3,456			2,283			1,173			51	%
Cloud and managed services		4,325			3,459			866			25	%
Other		376			222			154			69	%
Total revenues		42,940			36,689			6,251			17	%
Operating expenses:
Property operating costs		14,884			12,441			2,443			20	%
Real estate taxes and insurance		1,090			762			328			43	%
Depreciation and amortization		11,246			8,643			2,603			30	%
General and administrative		9,696			8,829			867			10	%
Total operating expenses		36,916			30,675			6,241			20	%
Operating income		6,024			6,014			10			0	%
Other income and expense:
Interest income		7			11			(4	)		-36	%
Interest expense		(5,084	)		(6,291	)		1,207			-19	%
Other expense, net		(2,179	)		—			(2,179	)		*
Net income (loss)	$	(1,232	)	$	(266	)	$	(966	)		363	%

* not applicable for comparison

Revenues.    Total revenues for the three months ended June 30, 2013 were $42.9 million compared to total revenues of $36.7 million for the three months ended June 30, 2012. The increase of $6.3 million, or 17%, was primarily due to organic growth in our customer base and the acquisition of our Sacramento data center in December 2012. The increase of $4.9 million, or 14%, in combined rental and cloud and managed services revenue was primarily due to a $2.0 million increase related to newly leased space as well as increases in rents from previously leased space, net of downgrades at renewal and rental churn. Additionally, the acquisition of our Sacramento data center contributed approximately $2.9 million of combined rental and cloud and managed services revenues for the three months ended June 30, 2013.

The impact from customer downgrades in our combined rental and cloud and managed services revenues for the three months ended June 30, 2013 included the downgrade associated with our reclaiming of approximately 80,000 square feet of raised floor at our Suwanee facility in July 2012 from a C1 customer that generated $1.6 million in rental revenues for the three months ended June 30, 2012. This customer was underutilizing a portion of its space and power at both our Atlanta Metro and Suwanee data centers. As a result, we renegotiated our lease arrangement with this customer to reclaim in the fourth quarter of 2013 an additional 60,500 square feet of raised floor that it is currently occupying in our Atlanta Metro data center. As part of this renegotiation, we extended the term on this customer’s remaining approximately 58,000 square feet in our Atlanta Metro data center for an additional five years at a 72% higher rental rate per square foot. The net impact of reclaiming the

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portion of this customer’s space in our Atlanta Metro data center and the higher rental rate per square foot on the remaining space will be a reduction of MRR of $0.1 million starting in the fourth quarter of 2013.

The redevelopment of the approximately 80,000 square feet that we reclaimed in our Suwanee facility was substantially completed during the second quarter of 2013 and will accommodate both our C1 and C2 data center products. As of June 30, 2013, we had re-leased approximately 13,500 square feet of this space at a total rental amount of just under 50% of the rent the prior customer had been paying for the entire 80,000 square feet of space. We started billing for this space in July 2013. With regard to the space this customer will vacate in our Atlanta Metro facility, we have re-leased approximately 84% of the space to an existing customer at a higher rental rate per square foot. We expect that this new lease will generate $0.5 million of MRR, the first portion of which will commence billing in January 2014.

As of June 30, 2013, our data centers were 81% leased based on leasable raised floor of approximately 523,000 square feet, with an average annualized rent of $361 per leased raised floor square foot including cloud and managed services revenue, or $321 per leased raised floor square foot excluding cloud and managed services revenue. As of June 30, 2013, our C1 product average annualized rent was $177 per leased raised floor square foot and our C2 product, including managed services, average annualized rent was $1,041 per leased raised floor square foot. As of June 30, 2012, our data centers were 89% leased based on leasable raised floor of approximately 525,000 square feet, with an average annualized rent of $285 per leased raised floor square foot including cloud and managed services revenue, or $253 per leased raised floor square foot excluding cloud and managed services revenue. As of June 30, 2012, our C1 product average annualized rent was $144 per leased raised floor square foot and our C2 product, including managed services, average annualized rent was $947 per leased raised floor square foot. The decrease in leasable raised floor is primarily related to reductions associated with the redevelopment of space reclaimed from a C1 customer in our Suwanee facility to accommodate both C1 and C2 customers, partially offset by increases in leasable raised floor associated with the acquisition of our Sacramento data center facility (approximately 32,000 leasable raised floor square feet as of June 30, 2013) and the addition of raised floor square footage from our redevelopment activities. The increase in average annualized rent per leased raised floor square foot is related to the reclaiming of 80,000 square feet in our Suwanee facility, which had been leased at a rental rate significantly below our average rental rate, as described above, the acquisition of our Sacramento data center facility, which included a large amount of C2 customers, and the ongoing lease-up of redeveloped space at our Atlanta Metro and Richmond data centers at current market rates.

Higher recoveries from customers for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 were primarily due to increased utility rates at our Atlanta Metro data center, which contributed $0.7 million to the increase, and the acquisition of our Sacramento data center, which contributed $0.4 million to the increase. The $0.2 million increase in other revenue for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 was due to the higher sales of scrap metals and other unused materials and higher straight line rent, partially offset by higher discounts.

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Property Operating Costs.    Property operating costs for the three months ended June 30, 2013 were $14.9 million compared to property operating costs of $12.4 million for the three months ended June 30, 2012, an increase of $2.4 million, or 20%. The breakdown of our property operating costs is summarized in the table below:

	Three Months Ended June 30, (unaudited)
	2013		2012		$ Change			% Change
	($ in thousands)
Property operating costs:
Direct payroll	$	2,757	$	2,838	$	(81	)		-3	%
Rent		1,108		1,488		(380	)		-26	%
Repairs and maintenance		965		757		208			27	%
Utilities		6,249		4,964		1,285			26	%
Management fee allocation		1,718		1,481		237			16	%
Other		2,087		913		1,174			129	%
Total property operating costs	$	14,884	$	12,441	$	2,443			20	%

The increase in utilities expense was primarily attributable to higher utility rates at our Atlanta Metro data center, which resulted in an increase of $0.8 million in utilities expense, and the acquisition of our Sacramento data center, which contributed $0.6 million to utilities expense, with a partial offset from lower utilities expenses at our Suwanee data center of $0.1 million primarily due to the reclaiming of space and power from a customer, as discussed above. The remaining increase in property operating costs was due primarily to an increase in repairs and maintenance of $0.2 million, which tends to fluctuate from period to period, and an increased management fee allocation of $0.2 million due to growth in revenue. The management fee allocation is based on 4% of cash rental revenues for each facility and reflects an allocation of internal charges to cover back-office and service-related costs associated with the day-to-day operations of our data center facilities, with a corresponding offset to general and administrative expenses. The increase in other operating expenses of $1.2 million was due to a $0.7 million charge attributable to vacating our former New York leased facility, higher personnel costs of $0.4 million due to the outsourcing of our facility security personnel and higher bad debt expense of $0.1 million. These property operating cost increases were partially offset by a reduction in rent expense of $0.4 million attributable to vacating our former New York leased facility.

Real Estate Taxes and Insurance.    Real estate taxes and insurance for the three months ended June 30, 2013 were $1.1 million compared to $0.8 million for the three months ended June 30, 2012. The increase of $0.3 million, or 43%, was primarily due to the reassessment of property taxes due to the expansions of existing data center facilities, which contributed $0.2 million of the increase, and the acquisition of our Sacramento data center, which contributed $0.1 million of the increase.

Depreciation and Amortization.    Depreciation and amortization for the three months ended June 30, 2013 was $11.3 million compared to $8.6 million for the three months ended June 30, 2012. The increase of $2.6 million, or 30%, was attributable to additional depreciation of $1.7 million primarily related to expansion of our Atlanta Metro and Richmond data centers and the acquisition of our Sacramento data center, additional amortization of acquired intangibles of $0.6 million related to our Sacramento data center and additional amortization of leasing commissions of $0.3 million.

General and Administrative Expenses.    General and administrative expenses for the three months ended June 30, 2013 were $9.7 million compared to $8.8 million for the three months ended June 30, 2012, an increase of $0.9 million, or 10%. General and administrative expenses for the three months ended June 30, 2013 included $2.4 million related to our sales and marketing activities, compared to $2.2 million for the three months ended June 30, 2012. The increase in general and

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administrative expenses was primarily due to an increase in personnel costs, primarily as a result of expanding our senior management team and our sales and marketing organization, in conjunction with the continued expansion of our data center facilities, formation of our enterprise, government and customer retention teams and the development of our Cloud and Managed Services products. Total personnel costs increased approximately $0.9 million for the comparative periods, which included an increase of approximately $0.3 million in equity-based compensation expense. Total equity-based compensation expense was $0.4 million and $0.1 million for the three months ended June 30, 2013 and 2012, respectively. Additionally, there was a decrease of $0.3 million for lower consulting and professional fees primarily attributable to various customer-based compliance initiatives.

While the dollar amount of general and administrative expenses increased for the comparative periods, our general and administrative expenses represented 23% of total revenues for the three months ended June 30, 2013 compared to 24% for the three months ended June 30, 2012. Furthermore, our existing operating platform supported our recent acquisition of the Sacramento data center, as no significant incremental general and administrative expenses were incurred related to the operation of this facility in the three months ended June 30, 2013.

Interest Expense.    Interest expense for the three months ended June 30, 2013 was $5.1 million compared to $6.3 million for the three months ended June 30, 2012. The decrease of $1.2 million, or 19%, was due to a reduction in the weighted average interest rate on our borrowings and higher capitalized interest during the period, partially offset by an $87.0 million increase in our average debt balance. The average debt balance (which includes member advances) for the three months ended June 30, 2013 was $568.6 million, with a weighted average interest rate, including the effect of interest rate swaps and amortization of deferred financing costs, of 4.36%. This compared to an average debt balance of $481.6 million for the three months ended June 30, 2012, with a weighted average interest rate, including the effect of interest rate swaps and amortization of deferred financing costs, of 5.66%. Interest capitalized in connection with our redevelopment activities during the three months ended June 30, 2013 and 2012 was $1.1 million and $0.5 million, respectively.

During the second quarter of 2013, we entered into an unsecured credit facility that bore interest at a rate of 2.55% as of June 30, 2013. We used the proceeds from the unsecured credit facility to repay the outstanding balances of certain loans with higher interest rates, including our secured credit facility, a loan secured by our Miami data center, a bridge loan secured by our Santa Clara data center, seller financing obtained to acquire the Lenexa and Dallas facilities, a loan for the purchase of land near the Suwanee facility and a loan from Chad L. Williams and entities controlled by Mr. Williams, and for redevelopment purposes.

Other Expense/Income.    Other expense for the three months ended June 30, 2013 was $2.2 million compared to $0 for the three months ended June 30, 2012. The increase in other expense was primarily due to write-offs of unamortized deferred financing costs in connection with the replacement of our former secured credit facility with an unsecured credit facility.

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Net Loss.    A summary of the components of the increase in net loss for the three months ended June 30, 2013 of $1.0 million as compared to the three months ended June 30, 2012 is as follows (in millions):

	$ Change
	($ in millions)
Increase in revenues, net of property operating costs, real estate taxes and insurance	$	3.5
Increase in general and administrative expense		(0.9	)
Increase in depreciation and amortization		(2.6	)
Decrease in interest expense net of interest income		1.2
Increase in other expense		(2.2	)
Increase in net loss	$	(1.0	)

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Changes in revenues and expenses for the six months ended June 30, 2013 compared to the six months ended June 30, 2012 are summarized below:

	Six Months Ended June 30, (unaudited)
	2013			2012			$ Change			% Change
	($ in thousands)
Revenues:
Rental	$	68,589		$	59,516		$	9,073			15	%
Recoveries from customers		6,322			4,489			1,833			41	%
Cloud and managed services		8,435			6,883			1,552			23	%
Other		1,092			444			648			146	%
Total revenues		84,438			71,332			13,106			18	%
Operating expenses:
Property operating costs		29,292			25,556			3,736			15	%
Real estate taxes and insurance		2,203			1,525			678			44	%
Depreciation and amortization		22,061			16,394			5,667			35	%
General and administrative		19,290			17,187			2,103			12	%
Restructuring charge		—			3,291			(3,291	)		*
Total operating expenses		72,846			63,953			8,893			14	%
Operating income		11,592			7,379			4,213			57	%
Other income and expense:
Interest income		13			46			(33	)		-72	%
Interest expense		(11,634	)		(12,393	)		759			-6	%
Other expense		(3,277	)		(1,434	)		(1,843	)		129	%
Net income (loss)	$	(3,306	)	$	(6,402	)	$	3,096			-48	%

* not applicable for comparison

Revenues.    Total revenues for the six months ended June 30, 2013 were $84.4 million compared to $71.3 million for the six months ended June 30, 2012. The increase of $13.1 million, or 18%, was primarily due to organic growth in our customer base and the acquisition of our Sacramento data center in December 2012. The increase of $10.6 million, or 16%, in combined rental and cloud and managed services revenues was primarily due to a $4.8 million increase related to newly leased

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space as well as increases in rents from previously leased space, net of downgrades at renewal and rental churn. Additionally, the acquisition of our Sacramento data center contributed approximately $5.8 million of combined rental and cloud and managed services revenues for the six months ended June 30, 2013.

The impact from customer downgrades in our combined rental and cloud and managed services revenues for the six months ended June 30, 2013 included the downgrade associated with our reclaiming of approximately 80,000 square feet of raised floor at our Suwanee facility in July 2012 from a C1 customer, as described above, that generated $3.2 million in rental revenues for the six months ended June 30, 2012.

Higher recoveries from customers for the six months ended June 30, 2013 compared to the six months ended June 30, 2012 were primarily due to increased utility rates at our Atlanta Metro data center, which contributed $1.2 million to the increase, and the acquisition of our Sacramento data center, which contributed $0.7 million to the increase. The $0.6 million increase in other revenue for the six months ended June 30, 2013 compared to the six months ended June 30, 2012 was due to the higher sales of scrap metals and other unused material of $0.5 million, lower discounts of $0.2 million and higher straight line rent of $0.1 million, partially offset by the elimination of a non-cash exchange of services arrangement which contributed $0.2 million of revenue in the six months ended June 30, 2012.

Property Operating Costs.    Property operating costs for the six months ended June 30, 2013 were $29.3 million compared to property operating costs of $25.6 million for the six months ended June 30, 2012, an increase of $3.7 million, or 15%. The breakdown of our property operating costs is summarized in the table below:

	Six Months Ended June 30, (unaudited)
	2013		2012		$ Change			% Change
	($ in thousands)
Property operating costs:
Direct payroll	$	5,771	$	5,752	$	19			0	%
Rent		2,213		2,969		(756	)		-25	%
Repairs and maintenance		2,143		1,416		727			51	%
Utilities		11,796		9,609		2,187			23	%
Management fee allocation		3,369		2,852		517			18	%
Other		4,000		2,958		1,042			35	%
Total property operating costs	$	29,292	$	25,556	$	3,736			15	%

The increase in utilities expense was primarily attributable to higher utility rates at our Atlanta Metro data center, which resulted in an increase of $1.4 million in utilities expense, and the acquisition of our Sacramento data center, which contributed $1.2 million to utilities expense, and an increase in utilities expenses in other facilities of $0.2 million, with a partial offset from lower utilities expenses at our Suwanee data center of $0.6 million primarily due to the reclaiming of space and power from a customer. The remaining increase in property operating costs was due primarily to an increase in repairs and maintenance of $0.7 million, which tends to fluctuate from period to period, and an increased management fee allocation of $0.5 million due to growth in revenue. The increase in other operating expenses of $1.0 million was primarily due to a $0.7 million charge attributable to the consolidation of our New York and New Jersey data center operations of $0.7 million and higher personnel costs of $0.5 million due to the outsourcing of our facility security personnel, partially offset by the elimination of a non-cash exchange of services arrangement that contributed $0.2 million of

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property operating costs in the six months ended June 30, 2012. These property operating cost increases were partially offset by a reduction in rent expense of $0.8 million attributable to vacating our former New York leased facility.

Real Estate Taxes and Insurance.    Real estate taxes and insurance for the six months ended June 30, 2013 were $2.2 million compared to $1.5 million for the six months ended June 30, 2013. The increase of $0.7 million, or 44%, was primarily due to the reassessment of property taxes due to the expansions of existing data center facilities, which contributed $0.4 million of the increase, and the acquisition of our Sacramento data center, which contributed $0.3 million of the increase.

Depreciation and Amortization.    Depreciation and amortization for the six months ended June 30, 2013 was $22.1 million compared to $16.4 million for the six months ended June 30, 2012. The increase of $5.7 million, or 35%, was attributable to additional depreciation of $3.6 million mostly related to expansion of our Atlanta Metro and Richmond data centers and the acquisition of our Sacramento data center, additional amortization of acquired intangibles of $1.4 million related to our Sacramento data center and additional amortization of leasing commissions of $0.7 million.

General and Administrative Expenses.    General and administrative expenses for the six months ended June 30, 2013 were $19.3 million compared to $17.2 million for the six months ended June 30, 2012, an increase of $2.1 million, or 12%. General and administrative expenses for the six months ended June 30, 2013 included $4.7 million of costs related to our sales and marketing activities, compared to $4.3 million for the six months ended June 30, 2012. The increase in general and administrative expenses was primarily due to an increase in personnel costs, primarily as a result of expanding our senior management team and our sales and marketing organization, in conjunction with the continued expansion of our data center facilities, formation of our enterprise, government and customer retention teams and the development of our Cloud and Managed Services products. Total personnel costs increased approximately $1.8 million for the comparative periods, which included an increase of approximately $0.6 million in equity-based compensation expense. Total equity-based compensation expense was $0.8 million and $0.2 million for the six months ended June 30, 2013 and 2012, respectively. Additionally, there was a decrease of $0.2 million for lower consulting and professional fees primarily attributable to various customer-based compliance initiatives.

While the dollar amount of general and administrative expenses increased for the comparative periods, our general and administrative expenses represented 23% of total revenues for the six months ended June 30, 2013 compared to 24% for the six months ended June 30, 2012.

Restructuring Charge.    During the six months ended June 30, 2012, we decided to consolidate our New York data center operations into our Jersey City data center. In connection with the consolidation of our New York data center operations into our Jersey City data center, we recorded a one-time restructuring charge of $3.3 million for the six months ended June 30, 2012, primarily associated with the termination of the lease of our former New York facility. We did not have any restructuring charges during the six months ended June 30, 2013.

Interest Expense.    Interest expense for the six months ended June 30, 2013 was $11.6 million compared to $12.4 million for the six months ended June 30, 2012. The decrease of $0.8 million, or 6%, was due to a reduction in the weighted average interest rate on our borrowings and higher capitalized interest during the period, partially offset by an $89.9 million increase in our average debt balance. The average debt balance (which includes member advances) for the six months ended June 30, 2013 was $558.0 million, with a weighted average interest rate, including the effect of interest rate swaps and amortization of deferred financing costs, of 4.91%. This compared to an average debt balance of $468.1 million for the six months ended June 30, 2012, with a weighted average interest rate, including the effect of interest rate swaps and amortization of deferred financing costs, of 5.91%.

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Interest expense was $0.3 million less during the six months ended June 30, 2012 as a result of non-cash mark-to-market adjustments associated with the derivative liability reported on our balance sheet, as there was no similar adjustment in the six months ended June 30, 2013. Interest capitalized in connection with our redevelopment activities during the six months ended June 30, 2013 and 2012 was $2.1 million and $1.1 million, respectively.

During the second quarter of 2013, we entered into an unsecured credit facility that bore interest at a rate of 2.55% as of June 30, 2013 and used the proceeds to repay certain outstanding debt as described above.

Other Expense/Income.    Other expense for the six months ended June 30, 2013 was $3.3 million compared to other expense of $1.4 million for the six months ended June 30, 2012. The increase in other expense of $1.9 million, or 129%, was due to higher write-offs of unamortized deferred financing costs in connection with the replacement of our secured credit facility with an unsecured credit facility and an asset securitization which we determined was unlikely to close.

Net Loss.    A summary of the components of the decrease in net loss for the six months ended June 30, 2013 of $3.1 million as compared to the six months ended June 30, 2012 is as follows (in millions):

	$ Change
	(in millions)
Increase in revenues, net of property operating costs, real estate taxes and insurance	$	8.7
Increase in general and administrative expense		(2.1	)
Increase in depreciation and amortization		(5.7	)
Decrease in restructuring charges		3.3
Decrease in interest expense net of interest income		0.7
Increase in other expense		(1.8	)
Decrease in net loss	$	3.1

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Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Changes in revenues and expenses for the year ended December 31, 2012 compared to the year ended December 31, 2011 are summarized below:

	Year Ended December 31,
	2012			2011			$ Change			% Change
	($ in thousands)
Revenues:
Rental	$	120,758		$	104,051		$	16,707			16	%
Recoveries from customers		9,294			12,154			(2,860	)		-24	%
Cloud and managed services		14,497			12,173			2,324			19	%
Other		1,210			2,018			(808	)		-40	%
Total revenues		145,759			130,396			15,363			12	%
Operating expenses:
Property operating costs		51,506			57,900			(6,394	)		-11	%
Real estate taxes and insurance		3,632			2,621			1,011			39	%
Depreciation and amortization		34,932			26,165			8,767			34	%
General and administrative		35,986			28,470			7,516			26	%
Transaction costs		897			—			897			*
Gain on legal settlement		—			(3,357	)		3,357			*
Restructuring charge		3,291			—			3,291			*
Total operating expenses		130,244			111,799			18,445			16	%
Operating income		15,515			18,597			(3,082	)		-17	%
Other income and expense:
Interest income		61			71			(10	)		-14	%
Interest expense		(25,140	)		(19,713	)		(5,427	)		28	%
Other (expense) income, net		(1,151	)		136			(1,287	)		-946	%
Income (loss) before gain on sale of real estate		(10,715	)		(909	)		(9,806	)		1079	%
Gain on sale of real estate		948			—			948			*
Net income (loss)	$	(9,767	)	$	(909	)	$	(8,858	)		974	%

* not applicable for comparison

Revenues.    Total revenues for the year ended December 31, 2012 were $145.8 million compared to $130.4 million for the year ended December 31, 2011. The increase of $15.4 million, or 12%, was primarily due to organic growth in our customer base. The increase of $19.0 million, or 16%, in combined rental and cloud and managed services revenues was primarily related to newly leased space as well as increases in rents from previously leased space, net of downgrades at renewal and rental churn, and included the $2.7 million negative impact from our reclaiming space in July 2012 from a customer in our Suwanee data center, as described above.

As of December 31, 2012, our data centers were 86% leased based on leasable raised floor of approximately 484,000 square feet, with an average annualized rent of $340 per leased raised floor square foot including cloud and managed services revenue, or $303 per leased raised floor square foot excluding cloud and managed services revenue. As of December 31, 2011, our data centers were 74% leased based on leasable raised floor of approximately 549,000 square feet, with an average annualized rent of $294 per leased raised floor square foot including cloud and managed services revenue, or $262 per leased raised floor square foot excluding cloud and managed services revenue. The decrease in leasable raised floor was due to the reclaiming of space from a customer in our

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Suwanee data center, as described above, and the consolidation of our former New York facility into our Jersey City facility, partially offset by the acquisition of our Sacramento data center in December 2012 and the addition of raised floor square footage from our redevelopment activities. The increase in average annualized rent per leased raised floor square foot as of December 31, 2012 compared to December 31, 2011 was primarily due to the reclaiming of 80,000 square feet in our Suwanee facility, which had been leased at a rental rate significantly below our average rental rate, as described above, the acquisition of our Sacramento data center facility, which included a large amount of C2 customers, and the ongoing lease-up of redeveloped space at our Atlanta Metro and Richmond data centers at current market rates.

The decrease of $2.9 million in recoveries from customers was primarily due to lower utility costs at our Atlanta Metro and Suwanee data centers, as discussed below. Other revenues declined by $1.7 million as the result of non-cash items, including the elimination of an exchange of services agreement and a reduction in intangible amortization revenues, partially offset by an increase in scrap metal sales of $0.9 million. Reduced other revenues from the elimination of an exchange of services agreement was offset by a corresponding reduction in property operating costs, as discussed below.

Property Operating Costs.    Property operating costs for the year ended December 31, 2012 were $51.5 million compared to property operating costs of $57.9 million for the year ended December 31, 2011, a decrease of $6.4 million, or 11%. The breakdown of our property operating costs is summarized in the table below:

	Year Ended December 31,
	2012		2011		$ Change			% Change
	($ in thousands)
Property operating costs:
Direct payroll	$	11,737	$	11,279	$	458			4	%
Rent		5,561		6,209		(648	)		-10	%
Repairs and maintenance		2,826		2,855		(29	)		-1	%
Utilities		20,340		24,181		(3,841	)		-16	%
Management fee allocation		5,830		5,158		672			13	%
Other		5,212		8,218		(3,006	)		-37	%
Total property operating costs	$	51,506	$	57,900	$	(6,394	)		-11	%

The reduction in property operating costs was primarily attributable to lower utility rates and related costs at our Atlanta Metro data center, plus the reclaiming of space from a customer in our Suwanee data center, as discussed above, which resulted in a reduction in utilities expense of $3.8 million. The remaining reduction in property operating costs of $2.6 million is related to the elimination of the costs related to an exchange of services agreement of $1.1 million, lower rent expense of $0.6 million (mostly related to the elimination of rent due to the consolidation of our New York data center operations into our Jersey City data center), lower bad debt expense of $0.5 million, a reduction in outside services costs of $0.2 million and various operating efficiencies which resulted in an additional reduction of $1.3 million. These reductions were partially offset by an increase in direct payroll of $0.5 million and an increase in management fee allocation of $0.7 million due to growth in revenues.

Real Estate Taxes and Insurance.    Real estate taxes and insurance for the year ended December 31, 2012 were $3.6 million compared to $2.6 million for the year ended December 31, 2011. The increase of $1.0 million, or 39%, was primarily attributable to a reassessment of taxes in Santa Clara for 2009, 2010 and 2011 totaling $0.4 million, which was expensed in 2012, and the expansion of our Atlanta Metro, Richmond and Santa Clara data center facilities, which contributed $0.5 million of the increase in real estate taxes.

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Depreciation and Amortization.    Depreciation and amortization for the year ended December 31, 2012 was $34.9 million compared to $26.2 million for the year ended December 31, 2011. The increase of $8.8 million, or 34%, was primarily due to additional depreciation of $7.6 million associated with expansion of our Atlanta Metro, Richmond and Santa Clara data centers, and additional amortization expense related to a higher level of leasing commissions of $1.7 million. This was partially offset by lower amortization of acquired intangibles of $0.6 million.

General and Administrative Expenses.    General and administrative expenses for the year ended December 31, 2012 were $36.0 million compared to general and administrative expenses of $28.5 million for the year ended December 31, 2011, an increase of $7.5 million, or 26%. Approximately $10.6 million of the total general and administrative expenses for the twelve months ended December 31, 2012 resulted from sales and marketing expenses, compared to $8.9 million for the twelve months ended December 31, 2011. The increase in general and administrative expenses was partially offset by a $1.5 million reserve recorded for certain litigation matters in 2011. Excluding this reserve, the increase in general and administrative expenses for the year ended December 31, 2012 was $9.0 million. This increase was primarily attributable to an increase in personnel costs, primarily as a result of expanding our senior management team and our sales and marketing organization, in conjunction with the expansion of our data center facilities and formation of our enterprise, government and customer retention teams and development of our Cloud and Managed Services products. Total personnel costs increased $4.7 million for the comparative periods, which included approximately $0.6 million of severance charges in the year ended December 31, 2012. Total equity-based compensation expense was $0.4 million and $0.8 million for the years ended December 31, 2012 and 2011, respectively. Additionally, consulting, legal and recruiting fees increased by $1.9 million, primarily related to various customer compliance initiatives, software license fees increased by $1.3 million and sales-related services necessary to enhance and expand our Cloud and Managed Services products increased by $0.9 million. Our general and administrative expenses represented 24.7% of total revenues for the year ended December 31, 2012 compared to 21.8% for the year ended December 31, 2011. During the year ended December 31, 2012, our general and administrative platform was enhanced to facilitate growth in future periods and expand our product offerings.

Gain on Legal Settlement.    Prior to 2009, damages were caused by a former vendor during redevelopment of our Santa Clara facility. The vendor agreed to pay $4.5 million to settle these damages in 2011, $1.1 million of which was used to offset our legal fees with the remainder recognized as a gain on settlement.

Restructuring Charge.    During the first quarter of 2012, we decided to consolidate our New York data center operations into our Jersey City data center. In connection with the consolidation of our New York data center operations, we recorded a one-time restructuring charge of $3.3 million, primarily associated with the termination of the lease of our former New York data center.

Transaction Costs.    In 2012, we incurred $0.9 million in costs related to the examination of proposed acquisitions. Acquisition-related costs are expensed in the periods in which the costs are incurred and the services are received.

Interest Expense.    Interest expense for the year ended December 31, 2012 was $25.1 million compared to $19.7 million for the year ended December 31, 2011. The increase of $5.4 million, or 28%, was due to an increased average debt balance of $87.0 million, which was partially offset by a reduction in the weighted average interest rate. In addition, 2011 interest expense decreased by $4.5 million due to the impact of ineffective interest rate swaps in which we recognized greater interest expense in years prior to 2011. The average debt balance (which includes member advances) for the year ended December 31, 2012 was $473.4 million, with a weighted average interest rate, including

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the effect of interest rate swaps and amortization of deferred financing costs, of 5.84%. This compared to an average debt balance of $386.4 million for the year ended December 31, 2011, with a weighted average interest rate, including the effect of interest rate swaps and amortization of deferred financing costs, of 7.01%. Interest expense was reduced by $0.3 million and $4.8 million, respectively, during the years ended December 31, 2012 and December 31, 2011, as a result of non-cash mark-to-market adjustments associated with the derivative liability reported on our balance sheet. Interest capitalized in connection with our redevelopment activities during the years ended December 31, 2012 and December 31, 2011 was $2.2 million and $2.6 million, respectively.

Other Expense/Income.    Other expense for the year ended December 31, 2012 was $1.2 million compared to other income of $0.1 million for the year ended December 31, 2011. The increase in other expense of $1.3 million was primarily due to the write off of unamortized deferred financing costs associated with the early extinguishment of certain debt instruments.

Gain on Sale of Real Estate.    In 2012, we recognized a gain on sale of a vacant data center facility of $0.9 million.

Net Loss.    A summary of the components of the increase in net loss of $8.9 million for the year ended December 31, 2012 as compared to the year ended December 31, 2011 is as follows:

	$ Change
	(in millions)
Increase in revenues, net of property operating costs, real estate taxes and insurance	$	20.7
Increase in general and administrative expense		(7.5	)
Increase in depreciation and amortization		(8.8	)
Increase in transaction costs		(0.9	)
Decrease in gain on settlements		(3.4	)
Increase in restructuring charge		(3.3	)
Increase in interest expense net of interest income		(5.4	)
Increase in other expense		(1.3	)
Increase in gain on sale of asset		0.9
Increase in net loss	$	(8.9	)

(1) Includes $4.5 million due to the non-cash net impact of ineffective interest rate swaps, as discussed above.

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Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Changes in revenues and expenses for the year ended December 31, 2011 compared to the year ended December 31, 2010 are summarized below:

	Year Ended December 31,
	2011			2010			$ Change			% Change
	($ in thousands)
Revenues:
Rental	$	104,051		$	92,800		$	11,251			12	%
Recoveries from customers		12,154			12,506			(352	)		-3	%
Cloud and managed services		12,173			9,054			3,119			34	%
Other		2,018			5,795			(3,777	)		-65	%
Total revenues		130,396			120,155			10,241			9	%
Operating expenses:
Property operating costs		57,900			60,408			(2,508	)		-4	%
Real estate taxes and insurance		2,621			2,378			243			10	%
Depreciation and amortization		26,165			19,086			7,079			37	%
General and administrative		28,470			22,844			5,626			25	%
Gain on legal settlement		(3,357	)		—			(3,357	)		*
Total operating expenses		111,799			104,716			7,083			7	%
Operating income		18,597			15,439			3,158			20	%
Other income and expense:
Interest income		71			233			(162	)		-70	%
Interest expense		(19,713	)		(23,502	)		3,789			-16	%
Other (expense) income, net		136			22,214			(22,078	)		-99	%
Net income (loss)	$	(909	)	$	14,384		$	(15,293	)		-106	%

* not applicable for comparison

Revenues.    Total revenues for the year ended December 31, 2011 were $130.4 million compared to $120.2 million for the year ended December 31, 2010. The increase of $10.2 million, or 9%, was primarily due to organic growth in our customer base. The increase of $14.4 million, or 14%, in combined rental and cloud and managed services revenues was primarily due to newly leased space as well as increases in rents from previously leased space, net of downgrades at renewal and rental churn.

As of December 31, 2011, we were 74% leased based on leasable raised floor of approximately 549,000 square feet, with an average annualized rent of $294 per leased raised floor square foot including cloud and managed services revenue, or $262 per leased raised floor square foot excluding cloud and managed services revenue. We were 83% leased based on leasable raised floor of approximately 414,000 square feet as of December 31, 2010, with an average annualized rent of $319 per leased raised floor square foot including cloud and managed services revenue, or $290 per leased raised floor square foot excluding cloud and managed services revenue. The increase in leasable raised floor from December 31, 2010 to December 31, 2011 was primarily due to the addition of raised floor square footage from our redevelopment activities at our Atlanta Metro, Richmond, Santa Clara and Suwanee data centers. The decrease in annualized rent per leased raised floor square foot from December 31, 2010 to December 31, 2011 resulted from an increased mix of C1 revenues due to the commencement of leases for certain C1 customers at our Atlanta Metro, Richmond, Santa Clara and Suwanee data centers related to incremental data center space that we redeveloped at these facilities.

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The decline of $0.4 million in recoveries from customers was primarily due to lower utility rates at our Atlanta Metro and Suwanee data centers. The decline of $3.8 million in other revenue was primarily related to the expiration of intangible rental revenue amortization associated with the purchase price allocation of below-market leases.

Property Operating Costs.    Property operating costs for the year ended December 31, 2011 were $57.9 million compared to $60.4 million for the year ended December 31, 2010, a decrease of $2.5 million, or 4%. The breakdown of our property operating costs is summarized in the table below:

	Year Ended December 31,
	2011		2010		$ Change			% Change
	($ in thousands)
Property operating costs:
Direct payroll	$	11,279	$	9,920	$	1,359			14	%
Rent		6,209		9,553		(3,344	)		-35	%
Repairs and maintenance		2,855		3,949		(1,094	)		-28	%
Utilities		24,181		23,598		583			2	%
Management fee allocation		5,158		4,615		543			12	%
Other		8,218		8,773		(555	)		-6	%
Total property operating costs	$	57,900	$	60,408	$	(2,508	)		-4	%

The reduction in property operating costs was primarily attributable to lower rent-related costs of $3.3 million, primarily due to the acquisition of equipment that was previously being leased, and renegotiated reduced facility rent at our Jersey City data center. Lower repairs and maintenance costs of $1.1 million along with $1.0 million of operating efficiencies resulted in further reductions in our property operating costs. These reductions were offset by an increase in direct payroll of $1.4 million related to additional staffing to support the growth of our business, increased utilities expense of $0.6 million, increased management fee allocation of $0.5 million due to growth in revenues and increased communication services expenses of $0.6 million related to the increase in connectivity needs of our customers.

Real Estate Taxes and Insurance.    Real estate taxes and insurance costs for the year ended December 31, 2011 were $2.6 million compared to $2.4 million for the year ended December 31, 2010. The increase of $0.2 million, or 10%, was primarily due to the reassessment of property taxes and the expansion of our Atlanta Metro, Richmond and Santa Clara data centers.

Depreciation and Amortization.    Depreciation and amortization for the year ended December 31, 2011 was $26.2 million compared to $19.1 million for the year ended December 31, 2010. The increase of $7.1 million, or 37%, was primarily a result of additional depreciation of $7.0 million related to the expansion of our Atlanta Metro, Richmond and Santa Clara data centers and an increase in amortization of leasing commissions of $1.2 million, partially offset by $1.1 million of lower amortization of acquired intangibles.

General and Administrative Expenses.    General and administrative expenses for the year ended December 31, 2011 were $28.5 million compared to general and administrative expenses of $22.8 million for the year ended December 31, 2010, an increase of $5.6 million, or 25%. Approximately $8.9 million of the total general and administrative expenses for the twelve months ended December 31, 2011 resulted from sales and marketing expenses, compared to $7.3 million for the twelve months ended December 31, 2010. The increase in general and administrative expenses was primarily a result of increased costs related to maintaining the corporate portion of our Atlanta Metro and Suwanee data centers of $1.7 million, increased personnel costs of $0.9 million as we

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expanded headcount to support our business growth, primarily in sales and product development, a $1.5 million reserve recorded for certain litigation matters taken in 2011 and higher sales-related travel costs of $0.7 million. Our general and administrative expenses represented 21.8% of total revenues for the year ended December 31, 2011 compared to 19.0% for the year ended December 31, 2010.

Interest Expense.    Interest expense, including amortization of deferred financing costs, for the year ended December 31, 2011 was $19.7 million compared to $23.5 million for the year ended December 31, 2010. The decrease of $3.8 million, or 16%, was due to lower interest rates on floating rate debt and mark-to-market adjustments associated with certain swap agreements, as discussed below, partially offset by a higher average debt balance and reduced capitalized interest. The average debt balance (which includes member advances) was $386.4 million for the year ended December 31, 2011, with a weighted average interest rate, including the effect of interest rate swaps and amortization of deferred financing costs, of 7.01%. This compared to an average debt balance of $346.0 million for the year ended December 31, 2010, with a weighted average interest rate, including the effect of interest rate swaps and amortization of deferred financing costs, of 8.75%. Interest expense was reduced by $4.8 million and $2.8 million, respectively, during the years ended December 31, 2011 and December 31, 2010 as a result of non-cash mark-to-market adjustments associated with the derivative liability reported on our balance sheet associated with certain swap agreements. Interest capitalized in connection with our redevelopment activities during the years ended December 31, 2011 and 2010 was $2.6 million and $4.0 million, respectively.

Other Expense/Income.    Other income for the year ended December 31, 2011 was $0.1 million compared to other income of $22.2 million for the year ended December 31, 2010. The decrease in other income of $22.1 million was primarily due to a one-time gain on extinguishment of mortgage debt of $22.2 million in 2010.

Net Income/Loss.    A summary of the components of the decrease in net income of $15.3 million for the year ended December 31, 2011 as compared to the year ended December 31, 2010 is as follows:

	$ Change
	(in millions)
Increase in revenues, net of property operating costs, real estate taxes and insurance	$	12.5
Increase in general and administrative expense		(5.6	)
Increase in depreciation and amortization		(7.1	)
Increase in gain on settlements		3.4
Decrease in interest expense net of interest income		3.6
Decrease in other income		(22.1	)
Decrease in net loss	$	(15.3	)

Non-GAAP Financial Measures

We consider the following non-GAAP financial measures to be useful to investors as key supplemental measures of our performance: (1) FFO; (2) Operating FFO; (3) MRR; (4) NOI; (5) EBITDA; and (6) Adjusted EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss and cash flows from operating activities as a measure of our operating performance and liquidity. FFO, Operating FFO, MRR, NOI, EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to FFO, Operating FFO, MRR, NOI, EBITDA and Adjusted EBITDA as reported by other companies that do not use the same definition or implementation guidelines or interpret the standards differently from us.

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FFO and Operating FFO

We consider funds from operations, or FFO, to be a supplemental measure of our performance which should be considered along with, but not as an alternative to, net income (loss) and cash provided by operating activities as a measure of operating performance and liquidity. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), adjusted to exclude gains (or losses) from sales of property, real estate related depreciation and amortization and similar adjustments for unconsolidated partnerships and joint ventures. Our management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.

Due to the volatility and nature of certain significant charges and gains recorded in our operating results that management believes are not reflective of our core operating performance and liquidity, management computes an adjusted measure of FFO, which we refer to as Operating FFO. We generally calculate Operating FFO as FFO excluding certain non-recurring and primarily non-cash charges and gains and losses that management believes are not indicative of the results of our operating real estate portfolio. We believe that Operating FFO provides investors with another financial measure that may facilitate comparisons of operating performance and liquidity between periods and, to the extent they calculate Operating FFO on a comparable basis, between REITs.

We offer these measures because we recognize that FFO and Operating FFO will be used by investors as a basis to compare our operating performance and liquidity with that of other REITs. However, because FFO and Operating FFO exclude real estate depreciation and amortization and capture neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our financial condition, cash flows and results of operations, the utility of FFO and Operating FFO as measures of our operating performance and liquidity is limited. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO in accordance with NAREIT guidance. In addition, our calculations of FFO and Operating FFO are not necessarily comparable to FFO and Operating FFO as calculated by other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us. FFO and Operating FFO are non-GAAP measures and should not be considered a measure of our results of operations or liquidity or as a substitute for, or an alternative to, net income (loss), cash provided by operating activities or any other performance measure determined in accordance with GAAP, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders.

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A reconciliation of net income (loss) to FFO and Operating FFO is presented below:

	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2013			2012			2012			2011			2010
	(unaudited $ in thousands)
FFO
Net income (loss)	$	(1,232	)	$	(266	)	$	(3,306	)	$	(6,402	)	$	(9,767	)	$	(909	)	$	14,384
Real estate depreciation and amortizaton		10,110			8,277			19,617			15,155			30,968			23,956			17,387
Gain on sale of real estate		—			—			—			—			(948	)		—			—
FFO		8,878			8,011			16,311			8,753			20,253			23,047			31,771
Operating FFO
Restructuring charge		—			—			—			3,291			3,291			—			—
Write off of unamortized deferred financing costs		2,179			—			3,277			1,434			1,434			—			—
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Transaction costs		—			—			—			—			897			—			—
Intangible revenue		—			—			—			—			—			(960	)		(4,844	)
Gain on extinguishment of debt		—			—			—			—			—			—			(22,214	)
Unrealized gain on derivatives		—			—			—			(307	)		(307	)		(4,830	)		(2,257	)
Operating FFO	$	11,057		$	8,011		$	19,588		$	13,171		$	25,568		$	13,900		$	2,456

Monthly Recurring Revenue (MRR) and Recognized MRR

We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted.

Separately, we calculate recognized MRR as the recurring revenue recognized during a given period, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues.

Management uses MRR and recognized MRR as supplemental performance measures because they provide useful measures of increases in contractual revenue from our customer leases. MRR and recognized MRR should not be viewed by investors as alternatives to actual monthly revenue, as determined in accordance with GAAP. Other companies may not calculate MRR or recognized MRR in the same manner. Accordingly, our MRR and recognized MRR may not be comparable to other companies’ MRR and recognized MRR. MRR and recognized MRR should be considered only as supplements to total revenues as a measure of our performance. MRR and recognized MRR should not be used as measures of our results of operations or liquidity, nor is it indicative of funds available to meet our cash needs, including our ability to make distributions to our stockholders.

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A reconciliation of total revenues to recognized MRR in the period and MRR at period end is presented below:

	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2013			2012			2012			2011			2010
	(unaudited $ in thousands)
Recognized MRR
Total period revenues (GAAP basis)	$	42,940		$	36,689		$	84,438		$	71,332		$	145,759		$	130,396		$	120,155
Less: Total period recoveries		(3,456	)		(2,283	)		(6,322	)		(4,489	)		(9,294	)		(12,154	)		(12,506	)
Total period deferred setup fees		(1,125	)		(1,014	)		(2,188	)		(1,862	)		(4,317	)		(2,997	)		(2,710	)
Total period other		(911	)		(712	)		(2,143	)		(1,793	)		(3,615	)		(6,303	)		(6,107	)
Recognized MRR (in the period)		37,448			32,680			73,785			63,188			128,533			108,942			98,832
MRR
Total period revenues (GAAP basis)	$	42,940		$	36,689		$	84,438		$	71,332		$	145,759		$	130,396		$	120,155
Less: Total revenues excluding last month		(28,304	)		(24,365	)		(69,802	)		(59,008	)		(132,338	)		(119,156	)		(109,497	)
Total revenues for last month of period		14,636			12,324			14,636			12,324			13,421			11,240			10,658
Less: Last month recoveries		(1,224	)		(775	)		(1,224	)		(775	)		(879	)		(897	)		(1,175	)
Last month deferred set-up fees		(391	)		(352	)		(391	)		(352	)		(441	)		(278	)		(195	)
Last month other plus adjustments for period end		(278	)		(176	)		(278	)		(176	)		(244	)		(167	)		(150	)
MRR (at period end)*	$	12,743		$	11,021		$	12,743		$	11,021		$	11,857		$	9,898		$	9,138

* Does not include our booked-not-billed MRR balance, which was $2.3 million and $1.2 million as of June 30, 2013 and 2012, respectively, and $1.1 million, $1.2 million and $1.0 million as of December 31, 2012, 2011, and 2010, respectively.

Net Operating Income (NOI)

We calculate net operating income, or NOI, as net income (loss), excluding interest expense, interest income, depreciation and amortization, write off of unamortized deferred financing costs, gain on extinguishment of debt, transaction costs, gain on legal settlement, gain (loss) on sale of real estate, restructuring charge and general and administrative expenses. We allocate a management fee charge of 4% of cash rental revenues as a property operating cost and a corresponding reduction to general and administrative expense to cover the day-to-day administrative costs to operate our data centers. The management fee charge of 4% is reflected as a reduction to net operating income.

Management uses NOI as a supplemental performance measure because it provides a useful measure of the operating results from our customer leases. In addition, we believe it is useful to investors in evaluating and comparing the operating performance of our properties and to compute the fair value of our properties. Our NOI may not be comparable to other REITs’ NOI as other REITs may not calculate NOI in the same manner. NOI should be considered only as a supplement to net income as a measure of our performance and should not be used as a measure of our results of operations or liquidity or as an indication of funds available to meet our cash needs, including our ability to make distributions to our stockholders. NOI is a measure of the operating performance of our properties and not of our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP.

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A reconciliation of net income (loss) to NOI is presented below:

	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2013			2012			2012			2011			2010
	(unaudited $ in thousands)
Net Operating Income (NOI)
Net income (loss)	$	(1,232	)	$	(266	)	$	(3,306	)	$	(6,402	)	$	(9,767	)	$	(909	)	$	14,384
Interest expense		5,084			6,291			11,634			12,393			25,140			19,713			23,502
Interest income		(7	)		(11	)		(13	)		(46	)		(61	)		(71	)		(233	)
Depreciation and amortization		11,246			8,643			22,061			16,394			34,932			26,165			19,086
Write off of unamortized deferred financing costs		2,179			—			3,277			1,434			1,434			—			—
Gain on extinguishment of debt		—			—			—			—			—			—			(22,214	)
Transaction costs		—			—			—			—			897			—			—
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Gain on sale of real estate		—			—			—			—			(948	)		—			—
Restructuring charge		—			—			—			3,291			3,291			—			—
General and administrative expenses		9,696			8,829			19,290			17,187			35,986			28,470			22,844
NOI	$	26,966		$	23,486		$	52,943		$	44,251		$	90,904		$	70,011		$	57,369
Breakdown of NOI by Facility:
Atlanta Metro data center	$	12,815		$	10,528		$	25,000		$	20,048		$	42,787		$	29,712		$	26,595
Suwanee data center		6,644			8,461			13,428			16,766			30,471			32,258			28,508
Santa Clara data center		2,751			3,017			5,498			5,550			11,183			9,672			7,291
Richmond data center		2,413			1,346			4,679			2,116			6,094			267			—
Other data centers		2,343			134			4,338			(229	)		369			(1,898	)		(5,025	)
NOI	$	26,966		$	23,486		$	52,943		$	44,251		$	90,904		$	70,011		$	57,369

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

We calculate EBITDA as net income (loss) adjusted to exclude interest expense and interest income, provision for income taxes (including income taxes applicable to sale of assets) and depreciation and amortization. Management believes that EBITDA is useful to investors in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base charges (primarily depreciation and amortization) from our operating results.

In addition to EBITDA, we calculate an adjusted measure of EBITDA, which we refer to as Adjusted EBITDA, as EBITDA excluding unamortized deferred financing costs, gains on extinguishment of debt, transaction costs, equity-based compensation expense, restructuring charge, gain (loss) on legal settlement and gain on sale of real estate. We believe that Adjusted EBITDA provides investors with another financial measure that can facilitate comparisons of operating performance between periods and between REITs.

Management uses EBITDA and Adjusted EBITDA as supplemental performance measures as they provide useful measures of assessing our operating results. Other companies may not calculate EBITDA or Adjusted EBITDA in the same manner. Accordingly, our EBITDA and Adjusted EBITDA may not be comparable to others. EBITDA and Adjusted EBITDA should be considered only as supplements to net income (loss) as measures of our performance and should not be used as substitutes for net income (loss), as measures of our results of operations or liquidity or as an indications of funds available to meet our cash needs, including our ability to make distributions to our stockholders.

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A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is presented below:

	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2013			2012			2012			2011			2010
	(unaudited $ in thousands)
EBITDA
Net income (loss)	$	(1,232	)	$	(266	)	$	(3,306	)	$	(6,402	)	$	(9,767	)	$	(909	)	$	14,384
Interest expense		5,084			6,291			11,634			12,393			25,140			19,713			23,502
Interest income		(7	)		(11	)		(13	)		(46	)		(61	)		(71	)		(233	)
Depreciation and amortization		11,246			8,643			22,061			16,394			34,932			26,165			19,086
EBITDA		15,091			14,657			30,376			22,339			50,244			44,898			56,739
Adjusted EBITDA
Write off of unamortized deferred financing costs		2,179			—			3,277			1,434			1,434			—			—
Gain on extinguishment of debt		—			—			—			—			—			—			(22,214	)
Transaction costs		—			—			—			—			897			—			—
Equity-based compensation expense		420			94			795			189			412			765			332
Gain on legal settlement		—			—			—			—			—			(3,357	)		—
Gain on sale of real estate		—			—			—			—			(948	)		—			—
Restructuring charge		—			—			—			3,291			3,291			—			—
Adjusted EBITDA	$	17,690		$	14,751		$	34,448		$	27,253		$	55,330		$	42,306		$	34,857

Liquidity and Capital Resources

As a REIT, we are required to distribute at least 90% of our REIT taxable income to our stockholders on an annualized basis. We intend to make regular quarterly distributions to common stockholders and unit holders in order to maintain our status as a REIT. All such distributions are at the discretion of our board of directors. See “Distribution Policy.”

Short-Term Liquidity

Our short-term liquidity needs include funding capital expenditures for the redevelopment of data center space during the next 12 months (a significant portion of which is discretionary), meeting debt service and debt maturity obligations, funding distributions to our stockholders and unitholders, utility costs, site maintenance costs, real estate and personal property taxes, insurance, rental expenses, general and administrative expenses and certain recurring and non-recurring capital expenditures.

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We expect that we will incur $195 million to $210 million in capital expenditures during the next 12 months in connection with the redevelopment of our data center facilities. We expect to spend approximately $180 million to $195 million of capital expenditures on redevelopment, with the remainder allocated to capitalized overhead costs (including capitalized interest, commissions, payroll and other similar costs), personal property and other less material capital projects. We continue to evaluate acquisition opportunities, but none are probable at this time and therefore the related expenditures are not currently included in these future estimates. Our capital expenditures for the six months ended June 30, 2013 and the years ended December 31, 2012, 2011 and 2010, respectively, are summarized in the table below:

	Six Months Ended June 30,		Year Ended December 31,
	2013		2012		2011		2010
			($ in thousands)
Redevelopment	$	52,608	$	109,511	$	97,118	$	94,281
Personal property		376		4,694		1,154		1,212
Maintenance capital expenditures		1,748		1,725		997		892
Capitalized interest, commissions and other overhead costs		10,620		17,296		19,477		11,061
Total capital expenditures	$	65,352	$	133,226	$	118,746	$	107,446

The increase in our expected capital expenditures during the next 12 months when compared to capital expenditures for the year ended December 31, 2012 is due to the continued expansion of our customer base and the associated ongoing growth in our existing facilities. See “—Cash Flows” for a discussion of the changes in capital expenditures for select historical periods.

Additional information concerning our estimated costs for projects that are currently under construction in our redevelopment pipeline is set forth below under “Business and Properties—Our Initial Portfolio—Redevelopment Pipeline.” This does not include approximately $4.5 million that relates to the buildout of space that will not be leased to customers (such as our office space at our headquarters and at our various other facilities). We expect to meet our short-term liquidity needs through net cash provided by operations, our current cash and cash equivalents balance and, to the extent necessary, additional indebtedness, including additional amounts on our credit facilities. The net proceeds of this offering received by us will primarily be used to repay indebtedness, including borrowings under our $350 million unsecured revolving credit facility, which is described below.

Upon completion of this offering, we expect to have $             million of cash and cash equivalents and the ability to borrow up to an additional $350 million under our revolving credit facility, subject to ongoing compliance with our covenants, which we believe together will be sufficient to meet our short-term liquidity needs.

Long-Term Liquidity

Our long-term liquidity needs primarily consist of funds for property acquisitions, scheduled debt maturities and recurring and non-recurring capital expenditures. We may also pursue additional redevelopment of our Atlanta Metro, Dallas, Richmond and Santa Clara data centers and future redevelopment of other space in our portfolio. The redevelopment of this space, including timing, is at our discretion and will depend on a number of factors, including availability of capital and our estimate of the demand for data center space in the applicable market. We expect to meet our long-term liquidity needs with net cash provided by operations, incurrence of additional long-term indebtedness, borrowings under our credit facilities and issuance of additional equity or debt securities, subject to prevailing market conditions, as discussed below.

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Cash

As of June 30, 2013, we had $4.7 million of unrestricted cash and cash equivalents. In August 2013, our operating partnership made a distribution to its partners in an aggregate amount of approximately $7.7 million. On a pro forma basis, upon completion of this offering we expect to have $             million of cash and cash equivalents.

Indebtedness

As of June 30, 2013, we had outstanding approximately $561.1 million of indebtedness, including capital lease obligations, and we expect to have approximately $315 million outstanding upon completion of this offering. Upon completion of this offering, the following indebtedness will be outstanding:

Unsecured Credit Facility.    In May 2013, we entered into a $575 million unsecured credit facility comprised of a five-year $225 million term loan and a four-year $350 million revolving credit facility with a one year extension, subject to satisfaction of certain conditions. This credit facility replaced the $440 million secured credit facility previously in place and was also used to repay outstanding balances under a loan secured by our Miami data center, a bridge loan secured by our Santa Clara data center, seller financing obtained to acquire the Lenexa and Dallas facilities, a loan for the purchase of land near the Suwanee facility and a loan from Chad L. Williams and entities controlled by Mr. Williams, and for redevelopment purposes. The total credit facility may be increased to $675 million subject to certain conditions set forth in the credit agreement, including the consent of the administrative agent and obtaining necessary commitments, either through an increase to the term loan or revolving credit facility, or a combination of both. Amounts outstanding under the unsecured credit facility bear interest at a variable rate equal to, at our election, LIBOR or a base rate, plus a spread that will range, depending upon our leverage ratio, from 2.10% to 2.85% for LIBOR loans or 1.10% to 1.85% for base rate loans. As of June 30, 2013, the interest rate for amounts outstanding under our credit facility was 2.55%. The unsecured credit facility includes certain financial covenants, including a leverage ratio of total indebtedness to gross asset value not in excess of 55%. The interest rate applied to the outstanding balance of the unsecured credit facility decreases incrementally for every 5% below the maximum leverage ratio. The availability under the revolving credit facility is the lesser of (i) $350 million, (ii) 55% of unencumbered asset pool capitalized value, (iii) the amount resulting in an unencumbered asset pool debt service ratio of 1.75 to 1.00, as defined, or (iv) the amount resulting in an unencumbered asset pool debt yield of 15%, less, in the case of (ii), (iii) and (iv), unsecured debt as defined in the revolving credit facility. The availability of funds under our unsecured credit facility depends on compliance with our covenants. As of June 30, 2013, we had outstanding $469.0 million of indebtedness out of a total of $571.5 million of available capacity under our revolving credit facility.

Richmond Secured Credit Facility.    In December 2012, we entered into a $100 million credit facility secured by our Richmond data center. This credit facility had a borrowing capacity of $74 million at June 30, 2013 and includes an accordion feature that allows us to increase the capacity up to $125 million subject to certain conditions set forth in the credit agreement, including the consent of the administrative agent and obtaining necessary commitments. This credit facility has a stated maturity date of December 18, 2015 with our option to extend, subject to satisfaction of certain conditions, for one additional year. This facility carries variable interest at rates ranging from LIBOR plus 4.0% to LIBOR plus 4.5% (for which the rate as of June 30, 2013 was LIBOR plus 4.25%, or 4.44% per annum), based on our overall leverage ratio as defined in the credit facility. This credit facility includes certain financial covenants, including a leverage ratio of total indebtedness to gross asset value not in excess of 55%. The interest rate applied to the outstanding balance of the credit facility decreases incrementally for every 5% below the maximum leverage ratio. As of June 30, 2013, the interest rate for amounts outstanding under the Richmond secured credit facility was 4.44%. This credit facility calculates availability as the lower of (i) 55% of mortgaged property appraised value, (ii) the amount

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resulting in a borrowing base debt service ratio of 1.3 to 1.0 or (iii) the amount resulting in a borrower’s debt yield of 12%, in each case as defined in the credit facility. The availability of funds under our Richmond credit facility depends on compliance with our covenants. The proceeds from our Richmond credit facility may be used solely to finance the development of the Richmond property into a data center and to repay indebtedness under our unsecured credit facility described above. As of June 30, 2013, we had outstanding $70 million of indebtedness out of a total of $100 million of available capacity under our Richmond credit facility.

Atlanta Metro Equipment Loan.    In April 2010, we entered into a $25 million loan to finance equipment related to an expansion project at our Atlanta Metro data center. The loan requires monthly interest and principal payments. The loan bears interest at 6.85% per annum, amortizes over ten years and matures on June 1, 2020.

For additional information relating to our indebtedness, see “Business and Properties—Description of Our Properties—Indebtedness Expected to be Outstanding After the Offering.”

Equity

Following consummation of this offering, we may issue equity securities from time to time, including OP units issued by our operating partnership in connection with acquisitions, as management and our board of directors may determine necessary or appropriate to satisfy our liquidity needs, taking into consideration market conditions, our stock price, the cost and availability of other sources of liquidity and any other relevant factors.

Contingencies

We are subject to various routine legal proceedings and other matters in the ordinary course of business. While resolution of these matters cannot be predicted with certainty, management believes, based upon information currently available, that the final outcome of these proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2012, including the future non-cancellable minimum rental payments required under operating leases and the maturities and scheduled principal repayments of indebtedness and other agreements (in thousands):

Obligations	2013		2014		2015		2016		2017		Thereafter		Total
Operating leases	$	4,935	$	4,949	$	4,955	$	5,030	$	5,103	$	71,092	$	96,064
Capital leases		668		715		767		341		—		—		2,491
Future principal payments of indebtedness(1)		81,730		317,722		71,065		897		717		15,660		487,791
Member advances and notes payable(2)		26,958		—		—		—		—		—		26,958
Total(3)	$	114,291	$	323,386	$	76,787	$	6,268	$	5,820	$	86,752	$	613,304

(1) Does not include letters of credit of $3.5 million outstanding as of December 31, 2012 under our previous secured revolving credit facility, which now are part of our unsecured credit facility.

(2) Represents the balance outstanding under a loan agreement with Chad L. Williams, our Chairman and Chief Executive Officer, and entities controlled by Mr. Williams. This loan was repaid on June 28, 2013.

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(3) Total obligations does not include contractual interest that we are required to pay on our long-term debt obligations. Contractual interest payments on our credit facilities, mortgages, notes payable to related parties, capital leases and other financing arrangements through the scheduled maturity date, assuming no prepayment of debt, are shown below. Interest payments were estimated based on the principal amount of debt outstanding and the applicable interest rate as of December 31, 2012 (in thousands):

2013	2014	2015	2016	2017	Thereafter	Total
$24,050	$16,436	$4,133	$902	$712	$900	$47,133

In May 2013, we entered into a $575 million unsecured credit facility comprised of a $225 million term loan and a $350 million revolving credit facility. We obtained $445 million of proceeds at the closing of this credit facility, a majority of which we used to pay off our previous secured credit facility, a loan secured by our Miami data center, a bridge loan secured by our Santa Clara data center, seller financing obtained to acquire the Lenexa and Dallas facilities, a loan for the purchase of land near the Suwanee facility and a loan from Chad L. Williams and entities controlled by Mr. Williams, $10 million of which previously was cancelled in exchange for the issuance to Mr. Williams of $10 million of OP units, and for redevelopment purposes. As a cumulative result of these actions, approximately $400 million of indebtedness outstanding as of December 31, 2012, which was scheduled to mature in 2013 and 2014, will now mature in 2017 and thereafter. The contractual obligations table below gives effect to the modification of our borrowings in connection with the new unsecured credit facility as of June 30, 2013 (in thousands):

Obligations	2013		2014		2015		2016		2017		Thereafter		Total
Operating Leases	$	2,468	$	4,949	$	4,955	$	5,030	$	5,103	$	71,092	$	93,597
Capital Leases		339		715		767		341		—		—		2,163
Future Principal Payments of Indebtedness(1)		1,064		2,239		72,397		2,567		246,748		233,888		558,903
Total(2)	$	3,871	$	7,903	$	78,119	$	7,938	$	251,851	$	304,980	$	654,662

(1) Does not include letters of credit of $3.5 million outstanding as of June 30, 2013 under our previous secured revolving credit facility, which now are part of our unsecured credit facility.

(2) Total obligations does not include contractual interest that we are required to pay on our long-term debt obligations. Contractual interest payments on our credit facilities, mortgages, notes payable to related parties, capital leases and other financing arrangements through the scheduled maturity date, assuming no prepayment of debt, are shown below. Interest payments were estimated based on the principal amount of debt outstanding and the applicable interest rate as of June 30, 2013 (in thousands):

2013	2014	2015	2016	2017	Thereafter	Total
$8,615	$16,939	$16,198	$12,974	$7,843	$2,453	$65,022

Off-Balance Sheet Arrangements

We utilize derivatives to manage our interest rate exposure. Our interest rate swaps are designated as a cash flow hedge of future interest payments. During February 2012, we entered into two interest rate swaps with an aggregate notional amount of $150 million which qualified for hedge accounting treatment. We perform assessments of hedging effectiveness, and any ineffectiveness is recorded in interest expense. There was no ineffectiveness for the period ended June 30, 2013 or 2012, respectively.

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Cash Flows

	Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2012			2011			2010
	($ in thousands)
Cash Flow Data
Cash flow provided by (used for):
Operating activities	$	19,990		$	20,683		$	35,098		$	24,374		$	13,277
Investing activities		(86,526	)		(66,503	)		(194,927	)		(118,746	)		(56,574	)
Financing activities		63,004			44,139			160,719			94,669			5,610

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Cash flow provided by operating activities was $20.0 million for the six months ended June 30, 2013, compared to $20.7 million for the six months ended June 30, 2012. The decrease in cash flow provided by operating activities of $0.7 million was due to changes in operating assets and liabilities that resulted in a negative cash contribution of $2.1 million for the six months ended June 30, 2013 compared to a positive cash contribution from changes in operating assets and liabilities of $4.2 million for the six months ended June 30, 2012. This decrease was partially offset by an increase in cash operating income of $5.7 million for the six months ended June 30, 2013 compared to cash operating income for the six months ended June 30, 2012.

Cash flow used for investing activities increased by $20.0 million to $86.5 million for the six months ended June 30, 2013, compared to $66.5 million for the six months ended June 30, 2012. The increase was primarily due to higher cash outflow for the acquisition of our Dallas facility of $21.2 million, partially offset by lower cash paid for capital expenditures primarily related to the redevelopment of our Richmond, Atlanta Metro and Suwanee data centers of $1.2 million. These expenditures include capitalized soft costs such as interest, payroll and other internal costs to redevelop properties, which were, in the aggregate, $6.0 million and $4.3 million for the six months ended June 30, 2013 and 2012, respectively.

Cash flow provided by financing activities was $63.0 million for the six months ended June 30, 2013, compared to $44.1 million for the six months ended June 30, 2012. The increase was primarily a function of an increase in borrowings under our former and new credit facilities in order to acquire and redevelop our data centers. In addition, the cash flow provided by financing activities for the six months ended June 30, 2012 was reduced by a payment for the settlement of a swap liability of $4.6 million. As of June 30, 2013, we had $13.0 million in accounts payable related to the payoff of the member advances. This transaction was subsequently paid on July 3, 2013.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Cash flow provided by operating activities was $35.1 million for the year ended December 31, 2012, compared to $24.4 million for the year ended December 31, 2011. The increased cash flow provided by operating activities of $10.7 million was primarily due to an increase in cash operating income of $4.9 million and an increase in cash flow associated with net changes in working capital of $5.9 million.

Cash flow used for investing activities increased by $76.2 million to $194.9 million for the year ended December 31, 2012, compared to $118.7 million for the year ended December 31, 2011. The increase was primarily due to higher cash outflow for the acquisition of our Sacramento facility of $63.3 million and an increase in cash paid for capital expenditures primarily related to redevelopment of our Atlanta Metro and Richmond data centers of $14.5 million. These increases were partially offset

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by proceeds from the sale of our former Topeka, Kansas facility of $1.5 million. These expenditures include capitalized soft costs such as interest, payroll and other internal costs to redevelop properties, which were, in the aggregate, $8.9 million and $8.7 million for the years ended December 31, 2012 and 2011, respectively.

Cash flow provided by financing activities was $160.7 million for the year ended December 31, 2012, compared to $94.7 million for the year ended December 31, 2011. The increase was primarily a function of $91.9 million of equity financing primarily provided by General Atlantic, $126.0 million of increased proceeds from our previous secured revolving credit facility in 2012 compared to 2011 and $70.0 million of proceeds drawn from a credit facility secured by our Richmond data center, offset by $216.6 million of debt repayments in 2012. The proceeds from these financings, net of debt repayment, were utilized to acquire and redevelop our facilities.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Cash flow provided by operating activities was $24.4 million for the year ended December 31, 2011, compared to $13.3 million for the prior period. The increased cash flow provided by operating activities of $11.1 million was primarily due to an increase in cash operating income of $15.3 million which was partially offset by a $4.2 million lower cash flow contribution from net changes in working capital.

Cash flow used in investing activities increased by $62.2 million to $118.7 million for the year ended December 31, 2011, compared to $56.6 million for the year ended December 31, 2010. The increase was primarily due to a positive cash flow contribution in 2010 from changes in restricted cash of $50.9 million that did not recur in 2011 and an increase in cash paid for capital expenditures primarily related to the redevelopment of data center space of $11.3 million. These expenditures include capitalized soft costs such as interest, payroll and other internal costs to redevelop properties, which were, in the aggregate, $8.7 million and $5.6 million for the years ended December 31, 2011 and 2010, respectively.

Cash flow provided by financing activities was $94.7 million for the year ended December 31, 2011, compared to $5.6 million for the year ended December 31, 2010. The increase was primarily due to debt borrowings, the proceeds from which were utilized to continue to invest in our facilities.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our predecessor’s historical financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates. We have provided a summary of our significant accounting policies in Note 2 of our predecessor’s audited financial statements included elsewhere in this prospectus. We describe below accounting policies that require material subjective or complex judgments and that have the most significant impact on our financial condition and results of operations. Our management evaluates these estimates on an ongoing basis, based upon information currently available and on various assumptions management believes are reasonable as of the date of this prospectus.

Real Estate Assets.    Real estate assets are reported at cost. All capital improvements for the income-producing properties that extend their useful life are capitalized to individual property improvements and depreciated over their estimated useful lives. Depreciation is generally provided on

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a straight-line basis over 40 years from the date the property was placed in service. Property improvements are depreciated on a straight-line basis over the life of the respective improvement ranging from 20 to 40 years from the date the components were placed in service. Leasehold improvements are depreciated over the lesser of 20 years or through the end of the respective life of the lease. Repairs and maintenance costs are expensed as incurred.

Capitalization of Costs.    We capitalize certain redevelopment costs, including internal costs, incurred in connection with redevelopment. The capitalization of costs during the construction period (including interest and related loan fees, property taxes and other direct and indirect costs) begins when redevelopment efforts commence and ends when the asset is ready for its intended use.

Intangible Assets and Liabilities.    Intangible assets and liabilities include acquired above-market leases, below-market leases, in-place leases and customer relationships. Acquired above-market leases are amortized on a straight-line basis as a decrease to rental revenue over the remaining term of the underlying leases. Acquired below-market leases are amortized on a straight-line basis as an increase to rental revenue over the remaining term of the underlying leases, including fixed option renewal periods, if any. Acquired in-place lease costs are amortized as amortization expense on a straight-line basis over the remaining life of the underlying leases. Acquired customer relationships are amortized as amortization expense on a straight-line basis over the expected life of the customer relationship. Should a customer terminate its lease, the unamortized portions of the acquired above-market and below-market leases, acquired in-place lease costs and acquired customer relationships associated with that customer are written off to amortization expense or rental revenue, as indicated above.

Impairment of Long-Lived and Intangible Assets.    Whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, we assess whether there has been impairment in the value of long-lived assets used in operations or in development and intangible assets. Recoverability of assets to be held and used is generally measured by comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset group. If the net carrying value of the asset exceeds the value of the undiscounted cash flows, the fair value of the asset is assessed and may be considered impaired. An impairment loss is recognized based on the excess of the carrying amount of the impaired asset over its fair value.

Deferred Costs.    Deferred costs, net on our balance sheet includes both financing costs and leasing costs. Deferred financing costs represent fees and other costs incurred in connection with obtaining debt and are amortized over the term of the loan and are included in interest expense. Deferred leasing costs consist of external fees and internal costs incurred in the successful negotiations of leases and are deferred and amortized over the terms of the related leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the costs are written off to amortization expense.

Deferred Income.    Deferred income generally results from non-refundable charges paid by the customer at lease inception to prepare their space for occupancy. We record this initial payment, commonly referred to as set-up fees, as a deferred income liability which amortizes into rental revenue over the term of the related lease on a straight-line basis.

Rental Revenue.    We, as a lessor, have retained substantially all the risks and benefits of ownership and account for our leases as operating leases. For lease agreements that provide for scheduled rent increases, rental income is recognized on a straight-line basis over the non-cancellable term of the leases, which commences when control of the space has been provided to the customer. Rental revenue also includes amortization of set-up fees which are amortized over the term of the respective lease, as discussed above.

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Recoveries from Customers.    Certain customer leases contain provisions under which the customers reimburse us for a portion of the property’s real estate taxes, insurance and other operating expenses, which include certain power and cooling-related charges. The reimbursements are included in revenue as recoveries from customers in the statements of operations and comprehensive income in the period in which the applicable expenditures are incurred. Certain customer leases are structured to provide a fixed monthly billing amount that includes an estimate of various operating expenses, with all revenue from such leases included in rental revenue.

Cloud and Managed Services Revenue.    We may provide both our Cloud product and access to our Managed Services to our customers on an individual or combined basis. Service fee revenue is recognized as the revenue is earned, which generally coincides with the services being provided.

Inflation

Substantially all of our long-term leases—leases with a term greater than three years—contain rent increases and reimbursement for certain operating costs. As a result, we believe that we are largely insulated from the effects of inflation over periods greater than three years. Leases with terms of three years or less will be replaced or renegotiated within three years and should adjust to reflect changed conditions, also mitigating the effects of inflation. Moreover, to the extent that there are material increases in utility costs, we generally reserve the right to renegotiate the rate. However, any increases in the costs of redevelopment of our properties will generally result in a higher cost of the property, which will result in increased cash requirements to redevelop our properties and increased depreciation and amortization expense in future periods, and, in some circumstances, we may not be able to directly pass along the increase in these redevelopment costs to our customers in the form of higher rental rates.

Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The primary market risk to which we believe we are exposed is interest rate risk. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control, contribute to interest rate risk.

As of June 30, 2013, we had outstanding $539 million of consolidated indebtedness that bore interest at variable rates, of which $150 million was hedged utilizing interest rate swaps that have a fixed LIBOR rate of 0.5825% and expire in September 2014. An interest rate cap of an additional $50 million was put in place as of June 30, 2013 with a capped LIBOR rate of 3% through December 18, 2015.

We monitor our market risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical 1% change in year-end interest rates. LIBOR rates are not currently within 1% of our interest rate caps, therefore a 1% increase in interest rates would increase the interest expense on the $389 million of variable indebtedness outstanding as of June 30, 2013 that is not hedged by approximately $3.9 million annually. Conversely, a decrease in the LIBOR rate to 0% would decrease the interest expense on this $389 million of variable indebtedness outstanding by approximately $0.7 million annually based on the one month LIBOR rate of approximately 0.2% as of June 30, 2013.

The above analyses do not consider the effect of any change in overall economic activity that could impact interest rates or expected changes associated with future indebtedness. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

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INDUSTRY OVERVIEW AND MARKET OPPORTUNITY

Data centers are specialized facilities designed to house mission-critical networking and computer equipment, including servers, data storage systems, routers, switches and fiber optic communications equipment. In addition, data centers provide the power, cooling and network connectivity necessary to efficiently operate this IT equipment in a secure, controlled environment. Many data centers are geographically located in places where multiple communications networks intersect and meet. These data centers can also act as interconnection points that allow customers to connect to multiple communication service provider networks and exchange traffic with each other. Data centers generally include raised flooring, which enables efficient, flexible distribution of cooled air and power, redundant power supplies, redundant data communication, environmental controls (e.g., air conditioning and fire suppression) and security systems.

Data center space typically is available in three configurations: cabinets, cages and suites. Cabinets are enclosed private cabinets that provide a relatively small amount of usable space. Cages are private enclosures that are leased on a per square foot basis and can accommodate cabinets and freestanding or non-rack mountable equipment. Suites are private rooms with solid walls that can be configured to the specifications of the customer. Users of data centers include organizations such as financial institutions, healthcare companies, government agencies, communications service providers, software companies, global Internet companies and cloud enterprises, which utilize data centers for a variety of purposes, including core revenue-generating operations, primary corporate computing, data storage and management, business continuity, disaster recovery, web hosting and IT outsourcing.

Industry History and Evolution

While data centers have existed since the early 1960s, the data center industry has evolved considerably in the last decade. In the mid-2000s, most industries started moving their business data, content and applications to Internet-based technologies. Today, almost everything done on the Internet from sending or receiving email, browsing a website, watching a video or uploading or downloading a file starts at, passes through, ends in or is processed on a computer that resides in a data center. Both the continued growth of the Internet, which has forced businesses to provide their online products and services 24 hours a day, 7 days a week, and their increasing dependence on real-time data collection, processing, analysis, storage and distribution have increased the need for reliable, highly redundant data centers that reduce the risk of power, cooling and communication outages. As businesses have become increasingly dependent on technology and the Internet, they require secure space to house computer equipment in an environment that provides access to multiple communication service provider networks and significant power density.

Third-party data centers provide the necessary power densities and act as the hubs to securely and efficiently process, analyze, store and distribute data, content and applications. We believe that the data center industry has reached a tipping point in the last decade whereby the significant security and power density requirements of customers can be more efficiently delivered through purpose-built facilities rather than at a customer’s existing premises, such as office buildings. For example, we believe a modern data center can support approximately 150 watts of capacity for each square foot of customer space, compared to 5 to 10 watts per square foot in a typical office building.

In addition to security and power density, we believe that in recent years the primary focus of customers of third-party data center providers has shifted from improving the ability to respond to adverse or unpredictable conditions such as interruption of power to the facility, or operational resiliency, to operational efficiency. Because of this, third-party data center providers are now focused on delivering data center solutions in the most efficient manner possible, across multiple dimensions: capital, pricing, deployment, operations, maintenance, labor (including adoption of data center

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infrastructure management solutions), regulatory compliance and sustainability. We believe that the scale of a data center facility plays an important role in achieving efficiency across all of the above dimensions, highlighting the importance of mega data centers, which we define as data centers with a minimum of 150,000 raised floor square feet that offer significant power density. Further, customers also have adopted cloud and managed services to reduce cost, provide flexibility, respond to business requirements quickly and add, reconfigure or remove computing resources as needed, in real-time. As cloud and managed services grow in importance, we believe that third-party data center providers will take on an even greater and more vital role.

The North American data center market traditionally had been confined to a handful of metropolitan areas, such as New York, Silicon Valley, Northern Virginia, Chicago, Dallas and Los Angeles. In recent years, however, as more organizations in other large and smaller population centers have experienced increased IT demands and needs for IT outsourcing, other geographic areas have begun to emerge as new data center markets. For example, the IT needs of South American companies have propelled the data center market in Miami. In addition, Richmond is becoming an alternative to data centers in Northern Virginia in part due to its proximate location to federal government customers. We have also observed larger enterprise data center users increasingly deciding to locate their data centers in diverse locations throughout the country, including smaller metropolitan areas. At the same time, in traditional data center markets, such as Silicon Valley, continued increases in IT demands and outsourcing needs are causing a large number of organizations to compete for a limited supply of data centers. We believe that both the traditional and emerging data center markets are currently underserved and, as a result, present significant opportunities for established data center providers such as ourselves.

Primary Offerings in Today’s Data Centers

The data center industry encompasses a wide range of facility types that correspond to different customer technology, cost, regulatory and industry/business requirements. While the two broad categories of data centers include in-house and third-party providers, both types of facilities feature the same technical infrastructure elements that transform a building into a data center, including primary and backup power sources, advanced cooling and ventilation systems, fire suppression systems, physical and digital security and network connectivity.

In-House Data Centers

Many companies still own and operate their own data centers. These facilities may be as small as single server rooms within a company’s office space or as large as standalone, purpose-built data centers. Companies may choose to operate in-house data centers due to regulatory considerations or because IT infrastructure is perceived to be a core competency and an important element of their business value proposition.

Third-Party Data Center Providers

We believe that an increasing portion of the data center customer market utilizes multi-tenant data centers because of the efficiency of design, including access to power, enhanced security and rich connectivity, the increased flexibility and scalability these data centers offer, and the customers’ desire to focus on their core competencies and free-up balance sheet capacity. There are three key market segments of the multi-tenant data center services industry—wholesale/custom data centers, retail colocation data centers and cloud and managed services providers, as described below:

Wholesale / Custom Data Center.    Wholesale providers generally serve large customers who typically rent at least 500 kilowatts, or kW, of power and at least 3,000 square feet of raised floor under long-term leases of five to ten years with little or no managed services. Wholesale

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infrastructure providers, who generally own the underlying data center facility, are responsible for developing and maintaining the core power and cooling systems necessary to run a customer’s system continuously. However, installing and maintaining the servers and related equipment, including connecting them to a telecommunications network, generally remains the customer’s responsibility.

Wholesale infrastructure providers seek to distinguish themselves by the large amount of power they can provide through a single facility and the long-term cost savings they can offer to customers through economies of scale. The cost of power consumed by customers is passed through to customers, which is known as metered power. This lease structure enables customers to tie costs more closely to actual usage, which can provide significant savings, particularly during a ramp-up phase prior to full utilization of available power. Some wholesale providers also utilize triple-net leases, under which the operating costs, including power, of a property are passed through to the customers. Wholesale customers generally consist of large corporations, government agencies and global Internet businesses. Customers also include cloud and managed services providers who sublease their space to customers.

Retail Colocation.    Retail colocation providers typically serve customers that rent smaller amounts of space in the form of cabinets or cages, but often require high network connectivity densities and interconnection services. Some retail colocation providers also provide additional managed services. By combining these services with secure, economically designed space, power and cooling, these retail colocation providers are able to charge more than a wholesale provider, realizing higher revenue per raised square foot than those who do not offer such services. Retail colocation customers typically sign a gross lease of up to three years that includes a specified amount of power usage with separate charges for any power overages. Retail colocation customers include a broad range of organizations, from SMBs to large corporations and government agencies.

Cloud and Managed Services.    We believe that cloud computing is the fastest-growing product offered within the data center industry. The U.S. National Institute of Standards and Technology, or NIST, defines cloud computing as a model that provides convenient, on-demand network access to a shared pool of servers that can be configured and rapidly released to users with minimal management effort or coordination with service providers. The three primary segments in the overall cloud provider market include applications (such as Microsoft Office Live, Salesforce.com and Workday), where software and related data are hosted on third party servers and accessed by users via a web browser, platform (such as Microsoft Windows Live, VMware Cloud Foundry and Adobe AIR), which allows customers to develop and deploy software applications on third party servers, and infrastructure (such as Amazon Web Services and Rackspace), which allows customers to store data and run their operating system and application software on virtual servers with flexible capacity. We primarily compete in the infrastructure segment. Although cloud infrastructure providers historically have targeted smaller companies, we believe that cloud products are applicable to any organization (including large corporations, SMBs, and government agencies) that is looking to reduce capital expenditures and outsource IT infrastructure.

Cloud and managed services providers, in addition to providing space, power, connectivity and a secure environment, also can provide a comprehensive outsourced solution that comprises the management (and typically ownership) of the servers, storage and networking infrastructure, as well as the management of operating systems and other infrastructure software. Since a cloud offering provides a comprehensive outsourced solution, average pricing is significantly higher on a per square foot basis than wholesale and retail colocation pricing. Customer contracts for complex, highly customized solutions are typically up to three years and fixed-price, while those for less complex solutions and with limited-to-no customization are typically short-term or no contract with usage based pricing.

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Managed services are additional support services necessary to operate equipment and associated business applications, and are sold as discrete services. These managed services may include configuration, operation and monitoring of computer equipment and networks, database management and application management and are billed on a per use or monthly basis. Although customers may not need to outsource these services currently, we believe that the provision of managed services will increase as customers’ IT needs become more complex.

Market Opportunity

According to 451 Research, the North American multi-tenant data center market, which includes wholesale and retail colocation offerings, is estimated to grow from $8.2 billion in 2011 to $13.7 billion in 2014, representing a compound annual growth rate of 19%. In addition, according to 451 Research, the market for cloud IaaS is estimated to grow from $1.4 billion in 2011 to $5.2 billion in 2014, representing a compound annual growth rate of 55%. Together, this represents a cumulative compound annual growth rate of over 25% for the multi-tenant data center and cloud IaaS markets from 2011 to 2014.

We believe that the data center industry enjoys strong demand principally driven by the continually increasing need for processing, storage and network interconnection capabilities. Additionally, companies are increasingly outsourcing their data center needs due to the high cost of operating in-house data center facilities, increasing power and cooling requirements for data centers, the operational-intensive nature of a data center and the growing focus on business redundancy and disaster recovery planning. At the same time, we believe that there are a limited number of companies that can adequately service the increasingly complex needs of data center customers.

While not immune to downturns in the economy, we believe that the increasingly mission-critical nature of the data center business and the positive trends driving overall demand make data centers more resilient to a downturn in the broader economy. Organizations are becoming increasingly dependent on technology to power their critical business processes. Customers therefore require that their IT infrastructure runs smoothly and efficiently throughout the various stages of an economic cycle, including periods of economic downturn. As a result, we believe that data center customers are less likely to terminate leases during economic downturns than customers who lease more traditional forms of real estate. In addition, during economic downturns, when businesses have less access to capital to pursue an internal upgrade or development of data center space, outsourcing to third-party data centers may offer a more cost-effective solution. Finally, as was experienced during the recent recession, the volume of data created and transmitted across the Internet, and the corresponding data storage requirements, has continued to expand regardless of macroeconomic conditions.

Industry Demand Drivers

The Rapid Growth of Data is Transforming the Way Businesses Operate.    We believe that as the growth of data accelerates, large and small organizations increasingly will seek sophisticated and enhanced information and content management, security, storage infrastructure and archiving solutions, which will translate into continued demand growth for data center space.

Growing Levels of Internet Traffic.    According to IBM, 90% of the data in the world today has been created in the last two years, and every day 2.5 exabytes, or 2.7 trillion megabytes, of data are created. For illustrative purposes, 1 terabyte contains 2,000 hours of CD-quality music, 10 terabytes could store the entire U.S. Library of Congress print collection and there are 1 million terabytes per exabyte. IP traffic is expected to grow 23% annually from 2012 to 2017, according to Cisco’s May 2013 Visual Networking Index Update. Key drivers of Internet traffic growth include the proliferation of Internet-connected devices (particularly smart phones and tablets), the spread of high-speed mobile networks, the growth in consumers’ appetite for online/mobile video

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streaming and social networking, the expansion of Internet-based business models, increased business use of real-time data access and processing-heavy applications for business analytics and data mining. According to the GSMA Mobile Economy 2013 report, there were almost seven billion mobile connections in 2012, and three billion connections are expected to be added through 2017. GSMA also forecasts that the share of 3G and 4G networks will increase from 26% in 2013 to 53% in 2017, providing an opportunity for continued high growth in mobile data traffic.

Increasing Data and Demand for More Secure Data Storage Capabilities.    As the amount of digital information grows, corporations and government agencies are faced with an increasing need to store this information and do so in a secure manner due to heightened regulatory requirements regarding security and data privacy. These regulatory initiatives include, among others, the Health Insurance Portability and Accountability Act, or HIPAA, the Payment Card Industry Data Security Standard, or PCI DSS, the Federal Information Security Management Act, or FISMA, and the Federal Financial Institutions Examining Council, or FFIEC. As a result of these regulatory requirements, archival and storage systems and the media used to retain the records require increasingly secure facilities with reliable, long-term access and rapid retrieval capabilities. We believe the highly secure and redundant nature of third-party data center facilities makes them uniquely suited to address this need.

Increasing Demand to Outsource it Functions.    Data centers are outside of the core competency of many companies and have become increasingly more complex and expensive to design, build and operate. We believe that businesses continue to recognize that outsourcing could improve their cost structure, accelerate the deployment process and lower their overall IT risk. Third-party data center providers often offer superior infrastructure, operational expertise 24 hours/day and 7 days/week, redundancy, service level commitments and access to a diversity of major network carriers.

Businesses are increasingly looking to outsource their IT infrastructure requirements to third-party data center operators. In an August 2011 survey of over 200 data center professionals conducted by Data Center Knowledge, 62% of respondents indicated that they currently outsource or plan to outsource parts of their data center infrastructure. According to International Data Corporation’s 2013 Datacenter Census, the percentage of data center square footage that is outsourced globally to service providers (which include hosting, co-location, outsourcing, cloud as well as service providers’ own business service offerings) increased from 8% in 2010 to 10% in 2012, and is expected to further increase by approximately 80%, from 10% in 2012 to 18% in 2017. The trend toward outsourcing is driven by the following primary factors:

Cost Benefits to Customers.    In recent years, the specifications required of data center facilities have been elevated by new technological developments, escalating power and cooling demands, expanding regulatory requirements, increasing dependence on technology for critical business functions 24 hours/day and 7 days/week and the growing need for enhanced connectivity options. Building or upgrading a data center to meet these advanced specifications requires a significant investment of both capital and resources, as well as the personnel cost to deploy, operate and maintain the data center, which could prove to be a significant distraction from a company’s core business operations. Third-party operators can provide customers with benefits including lower utility costs, higher power usage effectiveness and high levels of redundancy and resiliency.

Increased Demand for Flexible and Customized Solutions.    When evaluating which third-party data center provider to select, energy efficiency, security, high performing technology and location have become standard elements of any data center solution. Many customers have begun to view offerings such as cloud, managed services and customizable data centers as key differentiators in their selection processes, and this trend is expected to continue. Customers’ needs for such services can evolve quickly, which gives third-party providers that offer a full

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suite of customized solutions with a distinguishing competitive advantage compared to single-product providers and in-house options.

Attractive Supply / Demand Imbalance

Despite a growing supply of third-party data center capacity, we believe that a supply and demand imbalance currently exists in certain markets for secure, high-quality, high-power, fully redundant facilities. According to 451 Research, average utilization in the top ten U.S. data center markets will increase from 83% in 2012 to 91% in 2014, due to demand growth considerably outpacing supply growth in these markets over that period. We believe this imbalance will persist over the next several years, driven by a number of factors in addition to the industry demand drivers described above, including the following:

High Barriers to Entry.    Several factors make it difficult for other companies to enter the data center market. First, we believe that land suitable for data center development with access to sufficient power and significant fiber optic networks is limited. Although there may be an abundance of developable land, finding the right combination of location, power and fiber optic networks to meet the demands of sophisticated customers is a significant challenge. Second, once suitable land has been identified, the upfront costs associated with developing modern data center infrastructure are substantial and almost certainly require access to sources of meaningful debt and equity financing. According to 451 Research, the range of per MW cost estimates for traditional data center builds is approximately $5 million to $28 million per MW (with a median of $15 million per MW). In addition, real estate planning, zoning and permission processes and other potential regulatory obstacles to data center development can be substantial. Third, data center development and expansion require significant knowledge of, and expertise in, data center design and development, IT infrastructure installation, IT management and maintenance, technology service and support, sophisticated electrical, power and cooling systems and physical and network security, which traditional commercial real estate companies do not possess and cannot readily access. The key personnel necessary to develop and maintain data centers have highly sought-after training, combining experience in commercial real estate, data center construction and technology, Internet technology and electrical and mechanical engineering.

In addition, we believe that customers seeking data center space focus intently on the data center provider’s experience, as well as the customer’s ability to grow within the provider’s footprint as the customer’s IT needs grow. When a company is outsourcing the housing of its networking and computer equipment, it is outsourcing a mission-critical component of its business. We believe that existing data center providers that have established reputations and track records can attract new customers more readily than potential new entrants. Together, these factors make it more difficult for new participants to enter this market and reinforce the value proposition of established data center providers.

High Customer Retention.    We believe highly specialized data center solutions are not easily replicated. Because data centers typically house customers’ critical networking and computer equipment, the cost, downtime and execution risk incurred by a customer in relocating its equipment to another location are substantial. As data center providers deepen their relationships with their customers through cloud and managed services offerings, we believe customers will generally refrain from changing data center facilities unless their needs outgrow the available rentable square footage and/or power and cooling capacity at their existing data center or the service provider underperforms. Due to the mission-critical nature of this equipment, we believe customers generally prefer maintaining long-term relationships with data center operators that have proven to be historically reliable and provide superior customer service. Therefore, we believe that data centers are generally less susceptible to customer relocations and that customer retention in the data center industry is higher than in more traditional forms of real estate, such as office or retail.

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BUSINESS AND PROPERTIES

Overview

We are a leading owner, developer and operator of state-of-the-art, carrier-neutral, multi-tenant data centers. Our data centers are facilities that house the network and computer equipment of multiple customers and provide access to a range of communications carriers. We have a fully integrated platform through which we own and operate our data centers and provide a broad range of IT infrastructure solutions. We refer to our spectrum of core data center products as our “3Cs”, which consists of Custom Data Center, Colocation and Cloud and Managed Services. According to 451 Research, we are the only national multi-tenant data center provider to offer a full complement of solutions catering to a broad range of customers, which includes wholesale data center, colocation, interconnection and hosting and/or cloud services. We believe that we own and operate one of the largest portfolios of multi-tenant data centers in the United States, as measured by gross square footage, and have the capacity to almost triple our leased raised floor square footage without constructing any new buildings.

We operate a portfolio of 10 data centers across seven states, located in some of the top U.S. data center markets plus other high-growth markets. We own two of the largest multi-tenant data centers in the world, including the fifth largest data center in the world according to a Forbes magazine article published in November 2012. Our data centers are highly specialized, full-service, mission-critical facilities used by our customers to house, power and cool the networking equipment and computer systems that support their most critical business processes. We believe that our data centers are best-in-class and engineered to among the highest specifications commercially available to customers, providing fully redundant, high-density power and cooling sufficient to meet the needs of major national and international companies and organizations. This is in part reflected by our operating track record of “five-nines” (99.999%) reliability and by our diverse customer base of more than 870 customers, including financial institutions, healthcare companies, government agencies, communications service providers, software companies and global Internet companies.

Our data center portfolio contains approximately 3.8 million gross square feet of space (approximately 92% of which is wholly owned by us), including approximately 1.8 million “basis-of-design” raised floor square feet, which represents the total data center raised floor potential of our existing data center facilities. This represents the maximum amount of space in our existing buildings that could be leased following full build-out, depending on the configuration that we deploy. As of June 30, 2013, this space included approximately 714,000 raised floor operating net rentable square feet, or NRSF, plus approximately 1.1 million square feet of additional raised floor in our development pipeline, of which approximately 312,000 NRSF is expected to become operational by June 30, 2016. Our facilities collectively have access to over 500 MW of gross utility power with 390 MW of available utility power. We believe such access to power gives us a competitive advantage in redeveloping data center space, since access to power is usually the most limiting and expensive component in data center redevelopment. As of June 30, 2013, our properties were approximately 81% leased based on our leasable raised floor of approximately 523,000 square feet. Of the approximately 99,000 square feet of raised floor available for lease as of June 30, 2013, approximately 45,000 square feet became leasable during the previous three months. As of June 30, 2013, we had signed leases for over 23,000 square feet that had not yet commenced.

History of Our Company and Our Founder

Chad L. Williams, our Founder, Chairman and Chief Executive Officer, has more than 24 years of experience in the development and management of private companies, including eight years owning and operating data centers, both as our Chief Executive Officer and previously as Chief Executive

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Officer of the Quality Group of Companies, L.L.C., or QGC. During the past 24 years, Mr. Williams transformed QGC into a multifaceted organization with a national property portfolio centered on the development of special-use, mission-critical facilities.

In 2003, Mr. Williams leveraged his experience developing, owning and managing mission-critical facilities and began acquiring data centers with the strategy of building a national presence to provide this type of facility. Under Mr. Williams’ leadership and through a series of acquisitions, the business grew from operating a single facility to a national and fully integrated data center platform. In 2005, affiliates of QGC acquired an approximately 367,000 gross square foot data center property in Suwanee, Georgia, which we consider one of our flagship properties. After the acquisition of Suwanee, affiliates of QGC acquired an approximately 969,000 gross square foot data center in Atlanta, Georgia in 2006 and an approximately 135,000 gross square foot data center in Santa Clara, California in 2007. After the acquisition of these data centers, affiliates of QGC, and later we, continued to acquire, either through individual property acquisitions or corporate transactions, ownership or operation of additional data centers. Today, under Mr. Williams’ leadership, we operate 10 data center facilities totaling approximately 3.8 million gross square feet. Mr. Williams’ vision of obtaining and revitalizing large, scalable properties in growing data center markets has become the cornerstone of our business strategy. The ownership of mega data centers allows us to provide Custom Data Center, Colocation and Cloud and Managed Services. We believe that our fully integrated platform of 3Cs has been valuable in obtaining new customers in markets across the United States.

In 2009, Mr. Williams partnered with General Atlantic LLC, which provided us with growth equity capital, and our operating partnership was formed. Established in 1980, General Atlantic LLC is a global growth equity firm providing capital and strategic support for growth companies. As of June 30, 2013, General Atlantic LLC managed approximately $17 billion in capital (comprised of both total committed capital and portfolio investments) and has more than 70 investment professionals based in Greenwich, New York, Palo Alto, São Paulo, London, Munich, Hong Kong, Beijing, Singapore and Mumbai.

Our Platform and Product Offerings

Starting in 2005, we recognized that organizations need access to a comprehensive set of IT infrastructure solutions to support both legacy and emerging IT applications. With this in mind, we have built over the last several years a fully integrated platform that offers a unique and comprehensive portfolio of data center products that allows us to meet the IT infrastructure needs of our customers. From the largest custom data center space requirements, to colocation leasing, to cloud and managed services, we strive to meet our customers’ existing needs while providing the products and solutions that enable them to grow within our platform.

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The diagram below shows what one of our typical data centers looks like:

We believe that our fully integrated platform—which combines the ownership and operation of data centers with a broad range of IT infrastructure solutions—sets us apart from our competitors in the data center industry and makes our offerings more attractive to customers. Our spectrum of core data center products, our 3Cs, consists of Custom Data Center, Colocation and Cloud and Managed Services. By offering all of these products, we believe that we capture a larger addressable market and that our platform is particularly attractive to customers who anticipate future growth and/or evolving technology needs, but would like to remain with a single provider.

Custom Data Center (C1).    Our Custom Data Center, or C1, product features large, private spaces with scalable, highly resilient and redundant metered power configurations designed to specific, individual customer requirements. The C1 product is, in effect, a “data center within a data center.” Our customized data center space houses customer-critical IT infrastructure and we believe provides our customers with a cost-effective, efficient and low-risk alternative to building, buying or expanding their own data centers. This product also gives our customers added financial and contractual flexibility for power and space by leveraging the scale, design and flexibility of our data centers. In addition to their customized space, our C1 customers also may elect to use any of our Managed Services to support their infrastructure and IT needs. Customers who lease our Custom Data Center space generally enter long-term leases of five to ten years, occupy at least 3,300 square feet of raised floor (and can occupy tens of thousands of square feet) and generally utilize 500 kW or more of power. Custom Data Center customers typically enter into an agreement that provides for a metered power solution. These customers reimburse us for their actual direct power use plus a power utilization efficiency, or PUE, factor to reimburse the utility costs associated with cooling the data center facility, in addition to reimbursements for other related operating expenses. As of June 30, 2013, our Custom Data Center product represented approximately 38% of our MRR.

Colocation (C2).    Our Colocation, or C2, product features data center space in the form of leased cages, cabinets or suites, which typically provide smaller amounts of space than our

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C1 product, to house customer IT infrastructure. Our Colocation product offers the option of both metered and non-metered power. Our non-metered power Colocation customers generally enter into a gross lease with a fixed monthly payment that includes all utility and other operating costs and a standard term of three years. Similar to our other products and services, our Colocation product is scalable to meet customers’ IT requirements and provides them with a flexible IT solution and ample expansion options in a stable and secure environment. As with our C1 customers, Colocation customers may elect to use our Cloud and Managed Services to support their IT infrastructure needs. We generally realize higher revenues per leased raised floor square foot with C2 customers compared to C1 customers because of higher utilization levels of our Managed Services, retail compared to wholesale pricing given the relative sizes of the leases, reimbursement for power and other operating expenses that is included within rental revenue for non-metered power customers and as compensation for reduced space utilization due to common areas between C2 customers within a given data center room. As of June 30, 2013, our Colocation product represented approximately 51% of our MRR.

Cloud and Managed Services (C3).    We offer our Cloud and Managed Services, or C3, products through a portfolio of highly secure, regulatory compliant and scalable IT infrastructure and services to support varied business applications and requirements. As of June 30, 2013, our Cloud and Managed Services products represented approximately 11% of our MRR. Our C3 products include:

• Cloud.    Our Cloud product offers a private cloud solution through QTS Cloud Pods, which are installed in our mega data centers adjacent to the interconnect hubs in each facility. Each pod consists of three racks that occupy 75 square feet of raised floor and draw 18 kW of power, offering 1 Gbps connectivity and 50 TBs of storage. A single Cloud Pod supports over 40 virtual machines, and is designed to serve, on average, 3-4 customers, typically under a three-year lease. We also offer our Cloud customers additional features including specialized storage and security and regulatory compliance capabilities, and we build custom Cloud Pods for customer-specific requirements. Our Cloud growth strategy includes leveraging our infrastructure to increase capacity within each Cloud Pod and enabling rapid expansion through the build-out of additional Cloud Pods.

Cloud customers are typically looking for a minimal amount of data center capacity with the flexibility to increase their capacity based on the rapidly-evolving requirements of their businesses. In our Cloud Pods, customers can run their application software on our highly reliable and flexible systems and hardware, thereby eliminating capital expenses and reducing operational costs associated with owning and operating their own equipment and hardware. We differentiate our Cloud product through our ability to customize our offering to address a broad range of customer requirements, including dedicated infrastructure, security needs and compliance standards, such as HIPAA and PCI DSS. In contrast, other large cloud companies, such as Amazon Web Services, offer off-the-shelf services that are not customized to the specific needs of individual customers and which generally consist of smaller, short-term commitments from the customer. Examples of our Cloud customers and how they use our product include: hosting services for healthcare software-as-a-service companies, e-mail archiving for a federal government agency, disaster recovery for a financial services company and dedicated infrastructure for a healthcare services provider. As of June 30, 2013, the median MRR among our Cloud customers was more than $7,000, or more than $84,000 in annualized rent.

• Managed Services.    Our Managed Services are support services that include the management of networks, security, operating systems and data back-up, as well as applications monitoring and testing. These offerings may be combined with any of our C1, C2 and other C3 products. Many customers who use our products are seeking a highly secure IT infrastructure solution that allows them to efficiently and flexibly add new

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services as their needs evolve, without having to find new providers or build new in-house infrastructure.

Our 3Cs product offerings also provide robust carrier-neutral connectivity and interconnection in a secure and regulatory compliant environment. We offer our customers hundreds of carrier alternatives in addition to a full range of interconnection and IP bandwidth options. As a result, our customers benefit from our ability to create data center “ecosystems” within individual data centers and interconnections between one or more data centers, thereby enabling their critical data transactions to be fast, reliable and secure. We offer a comprehensive, integrated solution to provide security and safety for our customers’ physical and virtual assets and we strive to be a leader in security and regulatory compliance among data center providers. We have a dedicated compliance team, focused on monitoring, testing, maintaining and expanding the proper systems and procedures necessary to comply with a growing list of mandated regulations, including HIPAA, FISMA, PCI DSS and the Sarbanes-Oxley Act of 2002. Our audit and control teams work with each customer to ensure relevant compliance for business and customers. In addition, we offer a range of compliance-related services to our customers, including physical asset protection, security and surveillance, virtual asset protection, and forensics detection, and offer a sensitive compartmented information facility, or SCIF, for our government customers.

Our Sales Team

We deliver our product offerings primarily through an internal sales and marketing organization comprised of more than 70 people that have in-depth knowledge of our customers’ businesses and IT needs. We believe we differentiate ourselves from several of our competitors, which primarily depend upon data center brokers, by focusing on delivering superior value to our customers. This is accomplished through solutions tailored to meet the specific needs of our customers, and understanding and anticipating our customers’ future IT needs. In the past several years, we have been building and reorganizing our sales, systems engineering and marketing teams, which allows us to deliver a premium customer experience. We believe this premium customer experience should allow us to keep rental churn rate levels low, grow and expand revenue from existing customers and help attract new customers. We also believe that we have sufficient resources available to pursue our business and growth strategies and as we continue to grow our C3 segment, we may look to add additional resources to the Cloud and Managed Services team. Our internal sales organization is structured by product offering (C1, C2 and C3), by specialized industry segment, such as government and healthcare, and with respect to our C2 product, by geographic region. Our internal sales and marketing effort is complemented by a channels and partner team focused on delivering incremental revenue through business partners who refer and resell our products and services. This team leverages business partners to create additional awareness of our 3Cs product offerings and provide greater geographic sales coverage. Our sales team is supported by sophisticated sales management, reporting and incentive systems—all designed to attract new customers and deepen our relationship with current customers. We believe that our overall sales and marketing approach is important to executing our business and growth strategies and provides us with a competitive advantage.

Our Customer Base

We provide data center solutions to a diverse set of customers. Our customer base is comprised of companies of all sizes representing an array of industries, each with unique and varied business models and needs. We serve Fortune 1000 companies as well as SMBs, including financial institutions, healthcare companies, government agencies, communications service providers, software companies and global Internet companies. As of June 30, 2013 and including our booked-not-billed MRR balance as of that date, Fortune 1000 and equivalently-sized private and/or foreign companies accounted for approximately 57% of our MRR balance. Additionally, six of the top ten Fortune 500 telecommunications companies and three of the top fifteen Forbes Global 2000 technology companies are customers of ours.

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Our C1 customers typically are large enterprises with significant IT expertise and specific IT requirements, including financial institutions, “Big Four” accounting firms and the world’s largest global Internet companies. Our C2 customers consist of a wide range of organizations, including major healthcare, telecommunications and software and web-based companies. Our C3 Cloud customers include both large organizations and SMBs seeking to reduce their capital expenditures and outsource their IT infrastructure on a flexible basis. Examples of current C3 Cloud customers include a global financial processing company, a U.S. government agency and an educational software provider.

As a result of our diverse customer base, customer concentration in our portfolio is limited. As of June 30, 2013, only three of our more than 870 customers individually accounted for more than 3% of our MRR, with no single customer accounting for more than 8% of our MRR. In addition, approximately 38% of our MRR was attributable to customers who use more than one of our 3Cs products.

Our Competitive Strengths

We believe that we are uniquely positioned in the data center industry and distinguish ourselves from other data center providers through the following competitive strengths:

Ÿ Fully Integrated Platform Offers Scalability and Flexibility to Our Customers and Us.    Through our differentiated, fully integrated 3Cs approach, we deliver products and solutions in each key market segment of the data center services industry, setting us apart from our competitors and allowing us to serve a wider variety of customers in a larger addressable market than data center providers who have a narrower product offering. We believe that customers who are looking to outsource their IT solutions usually anticipate future growth and/or evolving technology needs and prefer to remain with a single provider. Through our differentiated fully integrated 3Cs approach, we are able to scale to the level of IT infrastructure outsourcing desired by our customers while providing customized solutions consisting of any combination of our core product offerings. Organizations of all sizes, from small businesses to the largest global Internet companies, are able to grow within our infrastructure.

Our 3Cs product offerings also provide us flexibility to configure our data center space to optimize cash flows. We believe our ability to offer a full spectrum of 3Cs product offerings across a national portfolio enhances our leasing velocity, allows for an individualized pricing mix that delivers value to our customers and optimizes cash flows from our assets. Our 3Cs approach also provides us with more flexibility to configure our data center space and results in more balanced lease terms. Our C1 customers typically require more power and enter into longer leases, while our C2 and C3 customers generally generate higher revenue per leased square foot.

As an example, one of our financial services customers has been able to take advantage of both our national portfolio and our flexible, customized offerings by utilizing multiple 3Cs products and expanding across our national footprint, as presented below.

Recognized MRR By Facility for Financial Services Customer ($ in millions)
	For the Three Months Ended December 31,		For the Year Ending December  31,
Year	2011		2012		2013*
Atlanta Metro	$	0.1	$	1.4	$	1.5
Richmond		—		0.6		1.0
Total	$	0.1	$	2.0		2.5

* Includes future revenues contracted as of June 30, 2013.

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Ÿ Platform Anchored by Strategically Located, Owned “Mega” Data Centers.    Our larger “mega” data centers, Atlanta Metro, Dallas, Richmond and Suwanee, allow us to deliver our fully integrated platform and 3Cs products by building and leasing space more efficiently than in single-use or smaller data centers. We believe that our data centers are engineered to among the highest specifications commercially available and provide fully redundant, high-density power and cooling sufficient to meet the needs of major national and international companies. Our national portfolio of 10 multi-tenant data centers is strategically located in nine metropolitan areas, including four of the nation’s top multi-tenant data center markets (Atlanta, Dallas, New York/New Jersey and Silicon Valley), as defined by 451 Research, along with three metropolitan areas that we believe represent high-growth data center markets (Miami, Richmond and Sacramento). According to 451 Research, we are the largest multi-tenant data center operator in the Atlanta market by operating square footage. As of June 30, 2013, over 81% of our MRR was derived from our data centers in the top multi-tenant data center markets in the United States.

As an example, one of our Internet customers has taken advantage of the scalability offered by our “mega” data centers by expanding its footprint on numerous occasions since entering our platform in 2011. This customer has contracted to significantly expand its power and space usage at our Atlanta Metro facility, as presented below.

Recognized MRR By Facility for Internet Customer ($ in millions)
	For the Three Months Ended December 31,		For the Year Ending December 31,
Year	2011		2012		2013*		2014*
Atlanta Metro	$	0.3	$	4.2	$	8.7	$	16.0

* Includes future revenues contracted as of June 30, 2013.

Each of our properties is located near major fiber optic networks, and all of our mega data centers are located near large sources of power. Access to reliable power supplies allows us to provide the electrical capacity sufficient to meet the needs of our existing customers, while providing significant room for expansion within our current facilities. Particularly in our Richmond and Atlanta markets, we believe customers are drawn to the favorable cost of power compared to other markets that they may also consider. In addition, most of our properties are in close proximity to large population centers, which enhances performance by reducing latency (the time it takes for information originating from our data centers to reach the end user). Our national footprint and coast-to-coast

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market presence allows us to not only leverage the increased demand for data center space, but also provides interconnectivity among most of our data centers. In addition, we believe that our overall geographic diversification minimizes the risks associated with regional economic downturns or natural disasters in any one market in which we operate.

We own approximately 92% of the gross square footage of our properties. We believe ownership of our data centers provides us with certain significant advantages compared to the leasing of data center facilities. As an owner, we can efficiently utilize our facilities and make necessary adjustments based on customer demand, including expansions without needing to obtain landlord consent. Also as an owner, we can realize returns from investment in our infrastructure without the risk that these improvements will be lost upon a lease termination or expiration. Finally, owning our data centers allows us to enter into customer leases in the most profitable manner, without having to line up the lease term with the term of our underlying facility lease.

Ÿ Significant Expansion Opportunity Within Existing Data Center Facilities at Lower Costs.    We have developed substantial expertise in redeveloping data center facilities through the acquisition and redevelopment of all 10 of our operating facilities, totaling approximately 714,000 NRSF of raised floor as of June 30, 2013. Our data center redevelopment model is primarily focused on redeveloping space within our current facilities, which we believe provides two differentiating elements to our growth strategy. First, we already have significant infrastructure in place, including access to substantial amounts of utility power, which allows us to build additional leasable raised floor at a lower incremental cost compared to ground-up development. As of June 30, 2013, our cost per MW of power in operation was less than $7 million, which compares favorably to the range for traditional data center construction of approximately $5 million to $28 million per MW (with a median of $15 million per MW), as reported by 451 Research. Second, our redevelopment model provides us with the ability to rapidly scale our redevelopment in a modular manner to coincide with customer acquisition and our estimates of optimal product utilization among our C1, C2 and C3 products, rather than requiring large up-front capital commitments. Furthermore, expanding our existing data center facilities subjects us to fewer development risks than those associated with ground-up development, such as the inability to obtain necessary zoning, occupancy, land use and other governmental permits, liabilities for clean-up of undisclosed environmental contamination and unanticipated costs associated with obtaining access to a sufficient amount of power from local utilities.

Our data center portfolio contains approximately 3.8 million gross square feet of space (approximately 92% of which is wholly owned by us) including approximately 1.8 million “basis-of-design” raised floor square feet, which represents the total data center raised floor potential of our existing data center facilities. This represents the estimated amount of space in our existing buildings that can be leased, depending on the configuration that we deploy. As of June 30, 2013, this space included approximately 714,000 raised floor operating NRSF plus approximately 1.1 million square feet of additional raised floor in our development pipeline. We plan to deliver additional raised floor in a modular manner, including approximately 205,000 NRSF by June 30, 2014. Therefore, we have the capability to almost triple our leased raised floor square footage without constructing or acquiring any new buildings. In addition, we expect to complete the redevelopment of approximately 106,600 NRSF (as part of approximately 198,000 operating NRSF, including office and other space and supporting infrastructure) at our Richmond and Atlanta Metro data center facilities between June 30, 2014 and June 30, 2016. Our facilities collectively have access to over 500 MW of gross utility power with 390 MW of available utility power. We believe such access to power gives us a competitive advantage in redeveloping data center space, since access to power is usually the most limiting and expensive component in data center redevelopment. Our redevelopment model is supported by our in-house redevelopment expertise, which includes experience in commercial real estate, technology and data center construction and engineering. We believe that this in-house expertise gives us a significant advantage over many of our competitors in the redevelopment and acquisition of data

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centers, including the acquisition of those facilities with a fully-staffed operating platform and managed services business, such as our recently-acquired Sacramento data center.

Ÿ Diversified, High-Quality Customer Base.    Our differentiated, fully integrated platform and state-of-the-art data centers, combined with our reputation for service, have allowed us to build a high-quality customer base. Our largest customers are primarily high credit quality, nationally recognized companies and government agencies. Our diverse group of customers engages in a variety of professional, financial, technological, healthcare and other businesses, and ranges from Fortune 1000 companies to SMBs. As of June 30, 2013, Fortune 1000 and equivalently sized private and or foreign companies accounted for approximately 57% of our MRR, including our booked-not-billed MRR balance as of that date. We have significantly grown our customer base from 510 in 2009 to over 870 as of June 30, 2013, with no single customer accounting for more than 8% of our MRR, and only three of our customers individually accounting for more than 3% of our MRR.

Our customers also are distributed across our full spectrum of 3Cs products, with approximately 38% of our MRR as of June 30, 2013 coming from Custom Data Centers, 51% from Colocation and 11% from Cloud and Managed Services. Moreover, 39% of our customers utilize more than one of our C1, C2 or C3 offerings, based on our MRR as of June 30, 2013. We believe our diverse customer base helps to minimize our exposure to economic fluctuations in any one industry, business sector, geographic region or customer type (C1, C2 or C3), or with respect to any particular customer. Our focus on the customers and our ability to scale with their needs allows us to achieve a low rental churn rate. For the six months ended June 30, 2013, we experienced a rental churn rate of 1.5%.

Ÿ Robust In-House Sales Capabilities.    We have an experienced, in-house sales force that focuses on identifying and acquiring new customers as well as renewing our existing customers through direct selling efforts and customer engagement. Our sales force has deep knowledge of our customers’ businesses and IT infrastructure needs and is supported by sophisticated sales management, reporting and incentive systems. Our internal sales organization is structured by product offerings, specialized industry segments and, with respect to our C2 product, by geographical region. Therefore, unlike certain other data center companies, we are less dependent on data center brokers to identify and acquire or renew our customers, which we believe is a key enabler of our 3Cs strategy. During the past three years, approximately 82% of new customers were identified and acquired solely by our in-house sales force. We have invested significant financial resources in the development of a sales force that can deliver a consistent and appealing marketing message to potential customers and increase the lease-up rate of our data centers. In addition to direct sales efforts, our channels and partner team leverages business partners to identify and retain additional customers. We believe these industry relationships provide an ongoing pipeline of attractive leasing opportunities, and that our fully integrated platform and 3Cs product offerings will allow us to capture a significant number of customers identified through these relationships.

Ÿ Balance Sheet Positioned to Fund Continued Growth.    Upon completion of this offering, our pro forma indebtedness outstanding as of June 30, 2013 will be approximately $315 million, with a weighted average interest rate of 3.24% and a weighted average maturity of 4.6 years. Additionally, we expect to have approximately $         million of cash available on our balance sheet and the ability to borrow up to an additional $350 million under our unsecured revolving credit facility. We believe we will be appropriately capitalized with sufficient funds and available borrowing capacity to pursue our anticipated business and growth strategies. We also have no significant debt maturing until December 2016, assuming exercise of our one-year extension option on our credit facility secured by our Richmond data center.

Ÿ Founder-Led Management Team with Proven Track Record and Strong Alignment with Our Stockholders.    Our senior management team has significant experience in the ownership,

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management and redevelopment of commercial real estate through multiple business cycles. We are led by Chad L. Williams, our Chairman and Chief Executive Officer, who formed our company in 2003. Under Mr. Williams’ leadership, we acquired, redeveloped and leased our entire portfolio. Our Chief Financial Officer, William Schafer, has over 20 years of experience in the REIT industry, including, prior to joining our company, as the Chief Financial Officer of DDR Corp., a publicly traded REIT. During Mr. Schafer’s tenure at DDR Corp. from April 1992 to February 2010, DDR Corp. raised over $9.5 billion in public capital. In 2012, Dan Bennewitz and Jim Reinhart joined us as Chief Operating Officer – Sales & Marketing and Chief Operating Officer – Operations, respectively. Mr. Bennewitz is responsible for our sales and marketing efforts, having formerly worked over 30 years at IBM Corporation. Mr. Reinhart is in charge of our development and operations efforts. He formerly held executive positions at Genworth Financial, Inc., Capital One Financial Corporation and Hewlett-Packard Company. We believe our executive management team’s experience will enable us to capitalize on industry relationships by providing an ongoing pipeline of attractive leasing and redevelopment opportunities.

As of June 30, 2013, our senior management team was complemented by 71 sales and marketing professionals, an operations team of 278 members and a product and real estate development team of 27 members. Our experienced technology professionals are deployed across our portfolio to best configure, customize and redevelop our data center space to meet changing industry standards and to accommodate our customers’ evolving needs with more flexibility, fewer restrictions and greater long-term security than many of our competitors. Upon completion of this offering, our senior management team is expected to own approximately     % of our common stock on a fully diluted basis, and therefore their interests will be highly aligned with those of our stockholders.

Ÿ Commitment to Sustainability.    We have a commitment to sustainability that focuses on managing our power and space as effectively and efficiently as possible. We believe that our continued efforts and proven results from sustainably redeveloping properties give us a distinct advantage over our competitors in attracting new customers. Our facility redevelopment strategy incorporates the reuse of often long-dormant, large facilities, recycling of existing materials and revitalizing our buildings and their surrounding area. Our efforts have resulted in achieving LEED Gold certification for portions of two of our facilities (Atlanta Metro-Phase II and Richmond-Data Center 1), and we have developed special patent-pending technologies designed to maximize space and reduce cooling costs. In 2011, we established the QTS Sustainability and Recoveries program. Through this program, our current schedule of energy efficiency initiatives at select locations includes new data center designs, more efficient equipment, containment solutions and improved operating practices.

Business and Growth Strategies

Our primary business objectives are to maximize cash flow and to achieve long-term growth in our business in order to maximize stockholder value through the prudent management of a high-quality portfolio of properties and our fully integrated platform used to deliver our 3Cs product offerings. Our business and growth strategies to achieve these objectives include the following elements:

Ÿ Continued Redevelopment of Our Existing Footprint.    We intend to continue to redevelop additional data center space within our existing portfolio. We believe our redevelopment pipeline provides us with a multi-year growth opportunity at very attractive risk adjusted returns, without the need to construct or acquire new buildings. Our redevelopment pipeline utilizes existing infrastructure that has already been built or acquired and allows us to rapidly scale our redevelopment to coincide with optimal product and customer utilization. Our redevelopment pipeline includes build-outs at seven of our existing data centers with a total available square feet for redevelopment of approximately 2.2 million square feet, including approximately 160 MW of incremental power and approximately 1.1 million potential square feet of raised floor

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space, which would allow us to almost triple our leased raised floor square footage without constructing or acquiring any new buildings. Currently, we have redevelopment projects under construction at seven data centers that, when completed, will add approximately 205,000 additional square feet of raised floor by June 30, 2014, and we expect to complete the redevelopment of approximately 107,000 additional square feet of raised floor between June 30, 2014 and June 30, 2016. We currently target a stabilized return on invested capital of at least 15% on average for our redevelopment projects.

Ÿ Increase Cash Flow of Our In-Place Data Center Space.    We seek to increase cash flow by proactively managing, leasing and optimizing space, rent and occupancy levels across our portfolio. We proactively manage our rent roll and maintain regular communications with our customers to understand their growing and changing IT needs. Over the past few years, we have reclaimed space that we have re-leased at higher rates. For example, we recently renegotiated the lease arrangements of a large customer occupying space at both our Atlanta Metro and Suwanee properties that was underutilizing a portion of its space and power at rental rates significantly below current market rates. As part of the renegotiation, the customer consolidated its data center space into Atlanta Metro and returned approximately 80,000 square feet of raised floor at our Suwanee data center. As of June 30, 2013, we had re-leased approximately 13,500 square feet of this raised floor at a total rent of just under 50% of the rent that the prior customer had been paying for the entire space.

We also have the ability to increase both our revenue and cash flow by leasing additional space and power to new and existing data center customers. As of June 30, 2013, our existing data center facilities had approximately 99,000 square feet of raised floor available for lease. We believe this space, together with available power, provides us an opportunity to generate incremental revenue without extensive capital expenditures. Our fully integrated in-house sales team, as well as our deep industry relationships, provide an ongoing pipeline of attractive leasing opportunities, which we believe provides us with the opportunity to increase the leasing velocity in our properties. For the first six months of 2013, we added 80 new customers to our platform.

Ÿ Expand Our Cloud and Managed Services Product Offerings.    We intend to continue to expand our C3 product offerings and penetration by providing self-service and automation capabilities and targeting both new and existing customers, as our Cloud and Managed Services products can be used as an alternative to, or in conjunction with, our C1 and C2 products. Through our C3 product offerings, we believe that we will be able to capture a larger addressable market, provide more products to our existing customers, increase our ability to retain customers and increase cash flow from our properties.

Ÿ Increase Our Margins Through Our Operating Leverage.    We are in a high-growth stage, as is evidenced by our 31% growth in revenue from 2010 to 2012 (on a pro-forma basis). In order to implement our business and growth strategies, we have already invested a significant amount of resources to build our physical and corporate infrastructure. As a result of this investment and our growth, in 2011 and 2012, 100% of our incremental revenue was reflected in our property-level net operating income. Moreover, we anticipate that our business and growth strategies can be substantially supported by our existing platform, will not require significant incremental general and administrative expenditures and will allow us to continue to benefit from operational leverage and increase operating margins going forward. This operational leverage was demonstrated historically by a 73% growth in Adjusted EBITDA from 2010 to 2012 (on a pro-forma basis).

Ÿ Selectively Expand Our Fully Integrated Platform to Other Strategic Markets.    We will opportunistically pursue attractive opportunities to expand our fully integrated platform to other high-demand markets. As opportunities arise, we intend to selectively acquire data centers in strategic locations where there is an undersupply of data centers. We believe we can utilize our industry relationships and expertise in acquisitions, redevelopment and leasing to identify

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acquisition opportunities where our fully integrated platform would give us a competitive advantage in the acquisition and leasing of that facility or portfolio of assets. We also believe we can integrate additional data center facilities into our platform without adding significant incremental headcount or general and administrative expenses. Our recent Sacramento acquisition reinforced the benefits that our multi-faceted, national platform provides to our acquisition strategy. Even though we had not previously operated a property in the Sacramento market, we have been able to operate and manage the property without needing to make significant additions to our corporate or regional-level staff because we already had the West Coast presence and corporate staff needed to support this property. We also believe that our multitude of product offerings contributed to our competitive advantage over other potential buyers in pursuing this opportunity and allowed us to acquire the property at an attractive price; many of the customers at the property at the time of our acquisition utilized managed services, thus making us more natural buyers than, and limiting competition from, other operators who did not already have the platform in place to service the needs of the property’s customers.

Our Initial Portfolio

We operate 10 data centers located in seven states, containing an aggregate of approximately 714,000 raised floor operating NRSF with 390 MW of available utility power. Our properties contain approximately 33,000 square feet of office and other space. Our properties also contain approximately 2.2 million square feet that is available for redevelopment, including approximately 1.1 million square feet that is available to be fully redeveloped into raised floor, of which approximately 312,000 NRSF of raised floor is expected to become operational by June 30, 2016.

We own eight of our 10 data centers (representing approximately 92% of our gross square footage as of June 30, 2013), one of which is pursuant to a long-term ground lease, and have entered into operating leases for our other two data centers. At the data centers located on each of our properties, whether owned or leased by us, we provide full-service facilities used by our customers to house, power and cool the networking equipment and computer systems that support many of their most critical business processes, as well as additional services. We believe that our properties are fully suitable and adequate for their current use. Our data center facilities generally contain the following key elements:

Ÿ fully redundant, high-density power and cooling;

Ÿ numerous telecommunications networks that provide service to, and interconnect with, the facility;

Ÿ an HVAC system that provides an optimal environment for technology equipment;

Ÿ advanced smoke, heat and fire suppression systems;

Ÿ physical security that includes one or more of the following: digital video surveillance cameras, electronic access cards, biometric retina and fingerprint authentication scanners, around-the-clock security guards and a camera system, allowing various layers of secured access for our customers; and

Ÿ monitoring by on-site engineers (or engineers available by pager) and critical power systems, temperature and humidity monitored by automated management systems.

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Operating Properties

The following table presents an overview of the initial portfolio of operating properties that we own or lease, based on information as of June 30, 2013:

					Operating Net Rentable Square Feet (Operating NRSF)(3)											Annualized Rent(8)		Available Utility Power (MW)(9)		Total Available for Redevelopment (NRSF)(10)
Property	Year Acquired(1)		Gross Square Feet(2)		Raised Floor(4)		Office & Other(5)		Supporting Infrastructure(6)		Total		% Leased(7)
Richmond, VA		2010		1,318,353		59,930		27,214		91,342		178,486		89.7	%	$	12,319,848		110		1,084,759
Atlanta, GA (Metro)		2006		968,695		358,016		24,851		305,291		688,158		84.9	%		60,572,339		72		237,270
Dallas, TX*		2013		698,000		—		—		—		—		N/A			—		140		698,000
Suwanee, GA		2005		367,322		140,422		4,368		101,191		245,981		67.1	%		36,665,202		36		74,000
Santa Clara, CA**		2007		135,322		55,494		945		45,721		102,160		88.6	%		18,778,846		11		22,000
Jersey City, NJ***		2006		122,448		29,064		14,220		35,387		78,671		88.7	%		8,528,583		7		25,660
Sacramento, CA		2012		92,644		45,595		3,592		27,100		76,287		60.7	%		11,739,426		8		9,423
Overland Park, KS***		2003		32,706		2,493		—		5,338		7,831		78.3	%		604,201		1		—
Miami, FL		2008		30,029		19,887		—		6,592		26,479		51.9	%		3,479,738		4		—
Wichita, KS		2005		14,000		2,612		2,854		8,534		14,000		100.0	%		222,120		1		—
Total/weighted average				3,779,519		713,513		78,044		626,496		1,418,053		81.0	%	$	152,910,303		390		2,151,112

* This facility was acquired in February 2013 and is under redevelopment.

** Owned facility subject to long-term ground sublease.

*** Represents facilities that we lease.

(1) Represents the year a property was acquired or, in the case of a property under lease, the year our initial lease commenced for the property.

(2) With respect to our owned properties, gross square feet represents the entire building area. With respect to leased properties, gross square feet represents that portion of the gross square feet subject to our lease. This includes approximately 210,354 square feet of our own office space, which is not included in operating NRSF.

(3) Represents the total square feet of a building that is currently leased or available for lease plus developed supporting infrastructure, based on engineering drawings and estimates, but does not include space held for redevelopment or space used for our own office space.

(4) Represents management’s estimate of the portion of operating NRSF of the facility with available power and cooling capacity that is currently leased or readily available to be leased to customers as data center space based on engineering drawings, inclusive of raised floor common areas.

(5) Represents the operating NRSF of the facility other than data center space (typically office and storage space) that is currently leased or available to be leased.

(6) Represents required data center support space, including mechanical, telecommunications and utility rooms, as well as building common areas.

(7) Calculated as data center raised floor that is subject to a signed lease for which billing has commenced as of June 30, 2013 divided by leasable raised floor based on the current configuration of the properties (522,965 square feet as of June 30, 2013), expressed as a percentage. Leasable raised floor is the amount of raised floor square footage that we have leased plus the available capacity of raised floor square footage that is in a leasable format as of a particular date and according to a particular product configuration.

(8) Annualized rent is presented for leases commenced as of June, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases (which represent customer leases that have been executed but for which lease payments have not commenced) as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(9) Represents installed power capacity that can be delivered to the facility by the local utility providers. As of June 30, 2013, 117 MW of the total available utility power could be delivered to the data center floor for customer use.

(10) Reflects space under roof that could be developed into operating NRSF in the future, excluding space currently used by us for our own office space, which could also be repurposed in the future.

Note: The information above excludes our approximately 35,000 gross square foot facility at Lenexa, Kansas, which is not an operating data center.

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Redevelopment Pipeline

The following table presents an overview of our redevelopment pipeline, based on information as of June 30, 2013. We are in various phases of redevelopment with regards to seven of our existing data center properties: Richmond, Atlanta Metro, Dallas, Suwanee, Santa Clara, Jersey City and Sacramento.

	Redevelopment NRSF
	Under Construction(1)								Near Term(2)						Future Available(3)
Property	Raised Floor		Office & Other		Supporting Infrastructure		Total Under Construction		Raised Floor		Office/Other/ Supporting Infrastructure		Total Near Term		Raised Floor		Office/Other/ Supporting Infrastructure		Total Future Available		Total Available for Redevelopment (NRSF)
Richmond		78,000		5,000		45,320		128,320		44,000		63,300		107,300		373,000		476,139		849,139		1,084,759
Atlanta Metro		35,000		5,270		—		40,270		62,600		27,800		90,400		71,600		35,000		106,600		237,270
Dallas		26,000		22,000		30,600		78,600		—		—		—		236,000		383,400		619,400		698,000
Suwanee		45,000		—		—		45,000		—		—		—		29,000		—		29,000		74,000
Santa Clara		12,000		—		—		12,000		—		—		—		10,000		—		10,000		22,000
Jersey City		—		—		4,419		4,419		—		—		—		21,241		—		21,241		25,660
Sacramento		9,000		—		—		9,000		—		—		—		423		—		423		9,423
Totals		205,000		32,270		80,339		317,609		106,600		91,100		197,700		741,264		894,539		1,635,803		2,151,112

(1) Reflects NRSF at a facility which we expect will be operational by June 30, 2014.

(2) Reflects NRSF at a facility which we expect will be operational between June 30, 2014 and June 30, 2016. Redevelopment of certain of this space is at our discretion and will depend on a number of factors, including our estimate of the demand for data center space in the applicable market.

(3) Reflects NRSF at a facility which we expect to redevelop in the future, but at this time such space is expected to be operational after June 30, 2016. The redevelopment of this space is at our discretion and will depend on a number of factors, including availability of capital and our estimate of the demand for data center space in the applicable market.

The table below sets forth our estimated costs for completion of our seven redevelopment projects currently under construction and expected to be operational by June 30, 2014 (dollars in millions).

	Under Construction Costs
Property	Actual(1)		Estimated Cost to Completion(2)		Total		Expected Completion Date
Richmond	$	53	$	25	$	78		Q2 2014
Atlanta Metro		7		47		54		Q2 2014
Dallas		5		83		88		Q2 2014
Suwanee		11		5		16		Q3 2013
Santa Clara		3		25		27		Q2 2014
Jersey City		0.3		3		4		Q4 2013
Sacramento		3		7		10		Q3 2013
Totals	$	82	$	195	$	277

(1) Actual costs incurred for NRSF under construction through June 30, 2013 (excluding acquisition costs).

(2) Represents management’s estimate of the additional costs required to complete the current NRSF under construction. There may be an increase in costs if customers require greater power density.

In addition to the raised floor square feet that is scheduled to be completed by June 30, 2014, as noted above, we expect to complete the redevelopment of approximately 106,600 square feet of additional raised floor (as part of approximately 197,700 operating NRSF, including office and other space and supporting infrastructure) at our Richmond and Atlanta Metro data center facilities between June 30, 2014 and June 30, 2016. These near term redevelopment projects are expected to be delivered in a modular manner, and we currently expect to invest between $110 to $155 million of additional capital to complete these projects.

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The cost estimates for our redevelopment projects are based on our current budgets (which do not include tenant improvement and leasing commission costs) and are subject to change. Our redevelopment plans for each of these facilities have taken substantial time to design and implement due to many factors, including the overall scale of the projects, the market timing of leasing raised floor to existing and prospective customers and our desire to minimize existing customer disruptions. There can be no assurance that actual costs will not exceed estimates or that the redevelopments will be completed by the estimated dates.

As noted above, our redevelopment plan also allows for an additional approximately 0.7 million square feet of raised floor at seven of our data centers (as part of approximately 1.6 million total operating NRSF, including office and other space and supporting infrastructure). As of June 30, 2013, we had commenced certain pre-development activities with respect to these future redevelopment projects, but the ultimate timing and completion of, and the commitment of capital to, these projects is within our discretion and will depend upon a variety of factors, including the availability of financing and our estimation of the future demand for data center space in each particular market. These future redevelopment projects would not be expected to be completed by June 30, 2016, and there can be no assurance that any of these redevelopments will be completed.

In addition, we also own approximately 136 acres of vacant land adjacent to our Richmond, Atlanta Metro, Dallas and Suwanee data center properties which can support the development of up to an additional approximately 1.6 million square feet of raised floor. We do not have current plans to develop this vacant land.

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Customer Diversification

Our portfolio is currently leased to more than 870 customers comprised of companies of all sizes representing an array of industries, each with unique and varied business models and needs. The following table sets forth information regarding the 20 largest customers in our portfolio based on annualized rent as of June 30, 2013:

Principal Customer Industry	Number of Locations		Annualized Rent(1)		% of Portfolio Annualized Rent			Weighted Average Remaining Lease Term (Months)(2)
Internet		1	$	11,087,376		7.3	%		56
Internet		1		7,394,180		4.8	%		63
Information Technology		3		5,271,687		3.4	%		16
Financial Services		1		4,323,540		2.8	%		43
Internet		2		3,471,577		2.3	%		4
Financial Services		2		3,224,909		2.1	%		54
Internet		1		2,608,621		1.7	%		71
Financial Services		2		2,489,066		1.6	%		41
Information Technology		1		2,449,929		1.6	%		12
Professional Services		1		2,402,880		1.6	%		23
Application Software		2		2,149,776		1.4	%		4
Information Technology		2		2,142,072		1.4	%		63
Telecommunications		1		2,056,278		1.3	%		34
Professional Services		1		1,924,800		1.3	%		89
Media		1		1,884,280		1.2	%		3
Internet		1		1,883,877		1.2	%		24
Telecommunications		1		1,746,127		1.1	%		25
Government		1		1,680,000		1.1	%		50
Communications Equipment		2		1,504,200		1.0	%		42
Application Software		1		1,469,614		1.0	%		19
Total/Weighted Average			$	63,164,790		41.3	%		41

(1) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(2) Weighted average based on customer’s percentage of total annualized rent expiring as of June 30, 2013.

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The following chart shows the breakdown of all our customers by industry based on annualized rent as of June 30, 2013:

Industry	% of Total Annualized Rent as of June 30, 2013
Technology	37%
Finance	15%
Business Services	13%
Telecommunications	12%
Manufacturing	4%
Government	4%
Retail	3%
Healthcare	3%
Other	9%
Total	100%

Lease Distribution by Product Type

The following table sets forth information relating to the distribution of leases at our properties, by type of product offering, as of June 30, 2013:

Product Type (Square Feet)(1)	Total Leased Raised  Floor(2)		% of Portfolio Leased Raised Floor			Annualized Rent(3)		% of Portfolio Annualized Rent
Cloud Infrastructure		1,144		0	%	$	13,749,443		9	%
Colocation Cabinets and Cages (up to 3,300)		139,230		33	%		95,021,370		62	%
Custom Data Center (3,300 or greater)		283,233		67	%		44,139,490		29	%
Portfolio Total		423,607		100	%	$	152,910,303		100	%

(1) Represents all leases in our portfolio for which billing has commenced as of June 30, 2013. Cloud Infrastructure does not include Managed Services for Colocation and Custom Data Center customers.

(2) Represents the square footage of raised floor at a property under lease as specified in the lease and that has commenced billing as of June 30, 2013.

(3) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

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Lease Expirations

The following table sets forth a summary schedule of the lease expirations as of June 30, 2013 at the properties in our portfolio. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and all early termination rights are exercised:

Year of Lease Expiration(1)	Number of Leases Expiring(2)		Total Raised Floor of Expiring Leases		% of Portfolio Leased Raised Floor			Annualized Rent(3)		% of Portfolio Annualized Rent
Month-to-Month(4)		283		5,342		1	%	$	6,855,242		4	%
Remainder of 2013		529		59,813		14	%		24,699,945		16	%
2014		836		47,154		11	%		34,981,794		23	%
2015		554		38,679		9	%		27,947,043		18	%
2016		250		30,770		7	%		15,377,888		10	%
2017		58		52,455		12	%		14,467,446		9	%
2018		27		160,433		38	%		20,922,606		14	%
2019		8		11,505		3	%		2,977,261		2	%
2020		23		13,456		3	%		3,324,214		2	%
2021		—		—		—	%		—		—	%
2022		2		4,000		1	%		1,356,864		1	%
2023		—		—		—	%		—		—	%
After 2023		—		—		—	%		—		—	%
Portfolio Total		2,570		423,607		100	%	$	152,910,303		100	%

(1) Does not include data for leases expiring in a particular year when leases for the same space have already been signed with replacement customers with future commencement dates. In these instances, the data is included in the year in which the future lease expires.

(2) Represents each lease with a customer signed as of June 30, 2013 for which billing has commenced; a lease agreement could include multiple spaces and/or service orders and a customer could have multiple leases.

(3) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect the accounting associated with any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(4) Consists of customers whose leases expired prior to June 30, 2013 and have continued on a month-to-month basis. We do not typically enter into month-to-month leases.

Description of Our Properties

Richmond

Our Richmond, Virginia data center is situated on an approximately 220-acre site comprised of three large buildings available for data center redevelopment, each with two floors, and an administrative building that also has space available for data center redevelopment. As of June 30, 2013, the data center had approximately 1.3 million gross square feet with approximately 178,000 total operating NRSF, including approximately 60,000 of raised floor operating NRSF. Dominion Virginia Power supplies 110 MW of utility power to the facility, which is backed up by diesel generators. As of

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June 30, 2013, one of these primary buildings was actively in operation as a data center and the other two were being redeveloped. We believe that our Richmond facility is situated in an ideal location due to its proximity to Washington, DC, which offers numerous sources of demand for our products including the federal government, and provides geographical diversification from the Northern Virginia data center market. There are three core segments that we believe represent the most significant opportunity for our Richmond data center: entities associated with the federal government, given the highly secured nature of this facility and its proximity to Washington, DC; regulated industries, such as financial institutions, given our investments in security and regulatory compliance; and large enterprise customers, given the large scale of this facility. Our Richmond mega data center can accommodate large and growing C1 customers, while also accommodating C2 and C3 customers, at attractive energy costs.

We acquired our Richmond facility in 2010 through a bankruptcy process. We estimate that the former owner, a semiconductor manufacturer, had invested over $1 billion to develop the facility prior to the bankruptcy. Because the facility operated as a semiconductor fabrication facility prior to our acquisition, it had significant pre-existing infrastructure, including 110 MW of utility power, approximately 25,000 tons of chiller capacity, “Class A” private office space and other related supporting infrastructure. As a result, to date the incremental cost to redevelop the facility into a data center has been lower than the typical cost of ground-up data center development or redevelopment of other types of buildings into data centers.

Since acquiring our Richmond facility, we have invested additional capital to redevelop the facility into an operating data center. As of June 30, 2013, our total investment in Richmond data center was $80.0 million, excluding construction in progress. This amount includes approximately $20 million invested in common infrastructure. The property generated $8.6 million of NOI for the trailing 12 months ended June 30, 2013, already representing a 11% yield on our total investment, even though we just initiated the lease up of our Richmond facility in 2011 and made substantial investments in our common infrastructure, including supplying the facility with power and fiber optic networks, some of which we do not expect will be required for future redevelopment of this facility. For the three months ended June 30, 2013, our Richmond facility recorded revenue of $3.4 million and NOI of $2.4 million, representing a 70% NOI margin. MRR grew from approximately $648,000 as of June 30, 2012 to approximately $1,026,000 as of June 30, 2013. In addition, the total booked-not-billed MRR balance at this facility aggregated approximately $134,000 as of June 30, 2013.

As of June 30, 2013, approximately 90% of the facility’s leasable raised floor was leased to 38 customers across our 3Cs product offerings. We are the fee simple owner of the Richmond facility, and the facility is subject to a $100 million secured credit facility, of which $70 million was outstanding as of June 30, 2013. We intend for this debt to remain outstanding upon completion of this offering.

The Richmond facility is included in our redevelopment pipeline, as we plan to expand the facility in multiple phases. Our current under construction and near term redevelopment plans call for the addition of up to approximately 236,000 total operating NRSF, including approximately 122,000 NRSF of raised floor. We anticipate that this expansion will cost (in addition to costs already incurred as of June 30, 2013) approximately $60 million to $70 million in the aggregate based on current estimates. Longer term, we can further expand the facility by another approximately 849,000 total operating NRSF, of which approximately 373,000 NRSF would be raised floor. Upon completion of the build-out of the facility, we anticipate that the facility would contain approximately 1.3 million total operating NRSF, including approximately 555,000 NRSF of raised floor.

In addition, we own approximately 100 acres of undeveloped land on the site that we estimate could be developed to provide an additional approximately 1.8 million total operating NRSF, of which approximately 1.1 million NRSF would be raised floor. These 100 acres of undeveloped land are not included in our current development plans.

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Lease Expirations.    The following table sets forth a summary schedule of the lease expirations as of June 30, 2013 at the Richmond facility. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and all early termination rights.

Year of Lease Expiration(1)	Number of Leases Expiring(2)		Total Raised Floor of Expiring Leases		% of Facility Leased Raised Floor			Annualized Rent(3)		% of Facility Annualized Rent
Month-to-Month(4)		4		16		0	%	$	51,360		0	%
Remainder of 2013		5		136		0	%		114,711		1	%
2014		10		72		0	%		92,410		1	%
2015		44		8,411		18	%		2,636,118		21	%
2016		14		392		1	%		406,904		3	%
2017		16		33,595		74	%		7,249,550		59	%
2018		2		3,000		7	%		397,200		3	%
2019		—		—		0	%		—		0	%
2020		20		—		0	%		1,371,595		11	%
2021		—		—		—	%		—		0	%
2022		—		—		—	%		—		0	%
2023		—		—		—	%		—		0	%
After 2023		—		—		—	%		—		0	%
Total		115		45,622		100	%	$	12,319,848		100	%

(1) Does not include data for leases expiring in a particular year when leases for the same space have already been signed with replacement customers with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(2) Represents each lease with a customer signed as of June 30, 2013 for which billing has commenced; a lease agreement could include multiple spaces and/or service orders and a customer could have multiple leases.

(3) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(4) Consists of customers whose leases expired prior to June 30, 2013 and have continued on a month-to-month basis. We do not typically enter into month-to-month leases.

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Primary Customers.    The following table summarizes information regarding primary customers, which are customers occupying 10% or more of the leased raised floor of the Richmond facility, as of June 30, 2013:

Principal Customer Industry	Lease Expiration		Renewal Option	Annualized Rent(1)		% of Facility Annualized Rent
Financial Services		2017	1x5 or 10 years	$	4,323,540		35	%
Government		2017	1x5 years		1,680,000		14	%
Information Technology		2020	month-to-month		1,394,695		11	%
Government		2015	month-to-month		1,392,737		11	%

(1) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

Historical Percentage Leased and Annualized Rental Rates.    The following table sets forth the leasable raised floor square footage percentage leased, annualized rent and annualized rent per leased raised square foot for our Richmond facility since acquisition:

Date	Facility Leasable Raised Floor		% Leased(1)			Annualized Rent(2)		Annualized Rent per Leased Square Foot
June 30, 2013		50,865		90	%	$	12,319,848	$	270
December 31, 2012		50,665		83	%		10,358,160		247
December 31, 2011		41,249		22	%		1,731,708		191
December 31, 2010		0		0	%		0		0

(1) Calculated as data center raised floor that is subject to a signed lease for which billing has commenced as of the applicable date, divided by leasable raised floor based on the then current configuration of the property, expressed as a percentage.

(2) Annualized rent is presented for leases commenced as of the applicable date. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

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Depreciation.    The following table sets forth for the Richmond facility and each component thereof upon which depreciation is taken the (i) federal tax basis upon completion of this offering, (ii) rate, (iii) method, and (iv) life claimed with respect to the property or component thereof for purposes of depreciation:

Federal Tax Basis (unaudited in millions)	Rate	Method	Life Claimed
$116.9	2.56%	Straight Line	39 Years

The 2012 tax rate for this property was $0.87 per $100 of assessed value, or $142,556 in property taxes for the 2012 tax year. We anticipate that upon completion of the near term portion of our expansion of this facility, the property taxes for this property would be approximately $0.9 million applying the 2012 rate. In the opinion of our management, after completion of this offering, the Richmond facility will be adequately covered by insurance.

Atlanta Metro

Our Atlanta, Georgia facility, or Atlanta Metro, formerly a distribution center for a major retailer, is situated on a 32-acre site in downtown Atlanta, Georgia, was under redevelopment when we acquired it in October 2006. At the time of our acquisition, the facility had approximately 20,000 total operating NRSF in place, including access to 72 MW of utility power. We completed the initial phase of redevelopment in September 2007, and Atlanta Metro is currently our largest data center based on total operating NRSF. As of June 30, 2013, the property consisted of approximately 969,000 gross square feet with approximately 688,000 total operating NRSF, including approximately 358,000 raised floor operating NRSF. An on-site Georgia Power substation supplies 72 MW of utility power to the facility, which is backed up by diesel generators, and the facility has 120 MW of transformer capacity. The facility also includes a small amount of private “Class A” office space. This facility gives us a competitive position in the Atlanta metropolitan area, which is the largest data center market in the Southeast and a growth market for Fortune 500 companies. Atlanta is also home to one of the busiest airports in the world, which makes it easy to reach for customers inside and outside of the Southeast market. According to 451 Research, the Atlanta data center market is expected to experience cumulative demand growth of 84% from 2010 through 2014 compared to 34% supply growth over the same period.

Since acquiring the Atlanta Metro facility, we have invested capital to bring additional raised square footage online. As of June 30, 2013, our total investment in Atlanta Metro was $283.2 million, excluding construction in progress. The property generated $47.7 million of NOI for the 12 months ended June 30, 2013, representing a 17% yield on our total investment. For the three months ended June 30, 2013, the Metro facility recorded revenue of $18.0 million and NOI of $12.8 million, representing a 71% NOI margin. MRR grew from approximately $4.3 million as of June 30, 2012 to approximately $5.0 million as of June 30, 2013. In addition, the total booked-not-billed MRR balance at this facility aggregated approximately $1.4 million as of June 30, 2013.

As of June 30, 2013, approximately 85% of the facility’s leasable raised floor was leased to 199 customers across our 3Cs product offerings. Certain equipment at this facility is subject to an equipment loan, which had a $19.9 million outstanding balance as of June 30, 2013, as described under the caption “—Indebtedness Expected to be Outstanding After the Offering” below. We intend for this debt to remain outstanding upon completion of this offering.

In July 2012, we renegotiated the lease arrangements for a large customer which was occupying space in both our Atlanta Metro and Suwanee data centers and was underutilizing a portion of its space and power. As a result of the new arrangement, the customer consolidated its operations into our Atlanta Metro data center, where we will reclaim in the fourth quarter of 2013 60,500 square feet of

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raised floor that it is currently occupying. This customer has extended its lease on the remaining approximately 58,000 square feet of its space for an additional five years at a 72% higher rental rate per square foot. The net impact of reclaiming the portion of this customer’s space in our Atlanta Metro data center and the higher rental rate per square foot on the remaining space will be a reduction of MRR of $0.1 million starting in the fourth quarter of 2013. We have already re-leased approximately 85% of the space we will reclaim in Atlanta Metro to an existing customer that will generate $0.5 million of MRR, a portion of which will commence billing in January 2014.

Portions of the Atlanta Metro facility are included in our redevelopment pipeline, as we plan to expand the facility in multiple phases. Our current under construction and near term redevelopment plans call for the addition of approximately 131,000 total operating NRSF, including approximately 98,000 NRSF of raised floor. We anticipate that this expansion will cost approximately $125 million to $145 million in the aggregate based on current estimates (in addition to costs already incurred as of June 30, 2013). Longer term, we can further expand the facility by another approximately 107,000 total operating NRSF, of which approximately 72,000 NRSF would be raised floor. Upon completion of the build-out of the facility, we anticipate that the facility would contain approximately 925,000 total operating NRSF, including approximately 527,000 NRSF of raised floor.

In addition, this facility is adjacent to six acres of undeveloped land owned by us that we estimate could be developed to provide an additional approximately 262,000 total operating NRSF, of which approximately 162,000 NRSF would be raised floor. These six acres of undeveloped land are not included in our current development plans.

We are the beneficial owner of our Atlanta facility through a bond-financed sale-leaseback structure. This structure is necessary in the State of Georgia to receive property tax abatement. In 2006, the Development Authority of Fulton County, or DAFC, issued a taxable industrial development revenue bond to us in exchange for legal title to the facility. The acquisition of the bond by us was “cashless” as the bond was issued to us in exchange for title to the facility. DAFC leased the facility back to us under a bond lease at a rent equal to the debt service on the bond. The bond lease is a triple net lease, which is standard in conduit financing transactions of this type. The rent under the bond lease payable by us, as lessee, is assigned by DAFC to us, as the bondholder. Because the rent and debt service amounts are equal and offsetting, no cash changes hands between DAFC and us. DAFC is the owner and lessor of the facility, but its rights to receive all rental payments and a security interest in the facility have been pledged to us, as the bondholder, as security for the bond. Therefore, we have complete control over the facility at all times. We have an option to buy the facility for $10 when the bond has been retired (the bond matures on December 1, 2019). If we wish to obtain title earlier, we can do so by simply surrendering and cancelling the bond and paying the $10 option price.

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Lease Expirations.    The following table sets forth a summary schedule of lease expirations for leases in place as of June 30, at the Atlanta Metro facility. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and all early termination rights.

Year of Lease Expiration(1)	Number of Leases Expiring(2)		Total Raised Floor of Expiring Leases		% of Facility Leased Raised Floor			Annualized Rent(3)		% of Facility Annualized Rent
Month-to-Month(4)		30		928		0	%	$	623,331		1	%
Remainder of 2013		109		40,076		15	%		7,551,424		12	%
2014		246		13,547		5	%		10,055,920		17	%
2015		171		8,562		3	%		6,985,175		12	%
2016		91		16,129		6	%		6,532,383		11	%
2017		22		11,818		5	%		4,505,160		7	%
2018		16		155,813		59	%		19,979,802		33	%
2019		7		11,505		4	%		2,949,661		5	%
2020		2		—		—	%		32,620		0	%
2021		—		—		—	%		—		0	%
2022		2		4,000		2	%		1,356,864		2	%
2023		—		—		—	%		—		0	%
After 2023		—		—		—	%		—		0	%
Total		696		262,378		100	%	$	60,572,339		100	%

(1) Does not include data for leases expiring in a particular year when leases for the same space have already been signed with replacement customers with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(2) Represents each lease with a customer signed as of June 30, 2013 for which billing has commenced; a lease agreement could include multiple spaces and/or service orders and a customer could have multiple leases.

(3) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(4) Consists of customers whose leases expired prior to June 30, 2013 and have continued on a month-to-month basis. We do not typically enter into month-to-month leases.

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Primary Customers.    The following table summarizes information regarding primary customers, which are customers occupying 10% or more of the leased raised floor of the Atlanta Metro facility, as of June 30, 2013:

Principal Customer Industry	Lease Expiration			Renewal Option		Annualized Rent(1)		% of Facility Annualized Rent
Internet		2018	(2)		3x5 years	$	11,087,376		18	%
Internet		2018			1x5 years		7,394,180		12	%

(1) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(2) Reflects renewed lease for reduced raised floor square footage, which will result in an approximately $1.4 million reduction of annualized rent following initial lease expiration in October 2013. As of June 30, 2013, approximately 84% of this space had already been re-leased at higher rental rates.

Historical Percentage Leased and Annualized Rental Rates.    The following table sets forth the leasable raised floor, percentage leased, annualized rent and annualized rent per leased raised square foot for the Atlanta Metro facility:

Date	Facility Leasable Raised Floor		% Leased(1)			Annualized Rent(2)		Annualized Rent per Leased Square Foot
June 30, 2013		309,088		85	%	$	60,572,339	$	231
December 31, 2012		273,482		89	%		54,110,376		222
December 31, 2011		286,344		77	%		43,294,272		196
December 31, 2010		197,290		84	%		35,083,656		211
December 31, 2009		178,173		82	%		32,320,572		220
December 31, 2008		178,173		97	%		29,365,752		169
December 31, 2007		165,000		79	%		20,815,594		159

(1) Calculated as data center raised floor that is subject to a signed lease for which billing has commenced as of the applicable date, divided by leasable raised floor based on the then current configuration of the property, expressed as a percentage.

(2) Annualized rent is presented for leases commenced as of the applicable date. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

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Depreciation.    The following table sets forth for the Atlanta Metro facility and each component thereof upon which depreciation is taken the (i) federal tax basis upon completion of this offering, (ii) rate, (iii) method, and (iv) life claimed with respect to the property or component thereof for purposes of depreciation:

Federal Tax Basis (unaudited in millions)	Rate	Method	Life Claimed
$260.8	2.56%	Straight Line	39 Years

The 2012 tax rate for this property was $2.68 per $100 of assessed value, or $310,629 in property taxes for the 2012 tax year. We anticipate that upon completion of the near term portion of our expansion of this facility, the property taxes for this property would be approximately $1.7 million applying the 2012 rate. In the opinion of our management, after completion of this offering, the Atlanta Metro facility will be adequately covered by insurance.

Suwanee

Our Suwanee, Georgia facility was originally constructed as a mission critical data center in 2000. We acquired the Suwanee facility in September 2005 in connection with the acquisition of a managed colocation, hosting and data storage operating company. Suwanee is situated on a 19-acre site located in close proximity to I-85, approximately 34 miles northeast of downtown Atlanta, Georgia and 30 miles from our Atlanta Metro facility. The facility consists of approximately 367,000 gross square feet, and as of June 30, 2013 it had approximately 246,000 total operating NRSF, including approximately 140,000 raised floor operating NRSF. Georgia Power supplies 36 MW of utility power to the facility, which is backed up by diesel generators. The facility also contains a small amount of “Class A” private office space and our operating service center, which provides 24x7 support to all of our customers and data centers. According to 451 Research, the Atlanta data center market is expected to experience cumulative demand growth of 84% from 2010 through 2014 compared to 34% supply growth over the same period.

Since acquiring the Suwanee facility, we have invested capital to improve and reconfigure the property. As of June 30, 2013, our total investment in Suwanee was $120.4 million, excluding construction in progress. The property generated $27.1 million of NOI for the 12 months ended June 30, 2013, representing a 23% yield on our total investment. For the three months ended June 30, 2013, the Suwanee facility recorded revenue of $9.5 million and NOI of $6.6 million, representing a 70% NOI margin. MRR declined from approximately $3.6 million as of June 30, 2012 to approximately $3.1 million as of June 30, 2013. The decrease in MRR relates to our reclamation of approximately 80,000 square feet from a C1 customer and the subsequent redevelopment of the space to accommodate both C1 and C2 customers, as discussed below. In addition, the total booked-not-billed MRR at this facility aggregated approximately $517,000 as of June 30, 2013.

As of June 30, 2013, approximately 67% of the facility’s leasable raised floor was leased to 273 customers.

In July 2012, we renegotiated the lease arrangements for a large customer which was occupying space in both our Atlanta Metro and Suwanee data centers and was underutilizing a portion of its space and power. As a result of the new arrangement, the customer consolidated its operations into our Atlanta Metro data center and returned approximately 80,000 square feet of raised floor at our Suwanee data center, which we have temporarily reclassified as square feet under redevelopment. Since reclaiming the space and as of June 30, 2013, we had invested approximately $11 million retrofitting and preparing this space to accommodate both C1 and C2 customers. As of June 30, 2013, we had already re-leased approximately 13,500 square feet of this space at a rental amount of just under 50% of the rent the prior customer had been paying for the entire space. We expect to start billing for this space in July 2013.

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Portions of the Suwanee facility are included in our redevelopment pipeline. Our current under construction redevelopment plans call for the addition of approximately 45,000 total operating NRSF, all of which will be raised floor. We anticipate that the current reconfigurations and expansions described above will cost an additional $5 million to complete. Longer term, we can further expand the facility by an additional 29,000 NRSF of raised floor. Upon completion of the build-out of the facility, we anticipate that it will contain approximately 320,000 operating NRSF, including approximately 214,000 NRSF of raised floor.

In addition, this facility is adjacent to 15 acres of undeveloped land owned by us that we believe could be developed to provide an additional approximately 262,000 total operating NRSF, of which approximately would be 162,000 NRSF of raised floor. These 15 acres of undeveloped land are not included in our current development plans.

Lease Expirations.    The following table sets forth a summary schedule of the lease expirations for leases in place as of June 30, 2013 at the Suwanee facility. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and all early termination rights.

Year of Lease Expiration(1)	Number of Leases Expiring(2)		Total Raised Floor of Expiring Leases		% of Facility Leased Raised Floor			Annualized Rent(3)		% of Facility Annualized Rent
Month-to-Month(4)		65		1,764		4	%	$	2,870,179		8	%
Remainder of 2013		192		5,480		11	%		8,380,921		23	%
2014		201		3,012		6	%		5,855,398		16	%
2015		185		13,368		28	%		11,423,385		31	%
2016		61		2,788		6	%		3,168,225		9	%
2017		15		6,914		14	%		2,518,890		7	%
2018		7		1,620		3	%		528,204		1	%
2019		0		—		0	%		—		0	%
2020		1		13,456		28	%		1,920,000		5	%
2021		—		—		—	%		—		—	%
2022		—		—		—	%		—		—	%
2023		—		—		—	%		—		—	%
After 2023		—		—		—	%		—		—	%
Total		727		48,402		100	%	$	36,665,202		100	%

(1) Does not include data for leases expiring in a particular year when leases for the same space have already been signed with replacement customers with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(2) Represents each lease with a customer signed as of June 30, 2013 for which billing has commenced; a lease agreement could include multiple spaces and/or service orders and a customer could have multiple leases.

(3) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(4) Consists of customers whose leases expired prior to June 30, 2013 and have continued on a month-to-month basis. We do not typically enter into month-to-month leases.

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Primary Customers.    The following table summarizes information regarding primary customers, which are customers occupying 10% or more of the leased raised floor of the Suwanee facility, as of June 30, 2013:

Principal Customer Industry	Lease Expiration		Renewal Option		Annualized Rent(1)		% of Facility Annualized Rent
Professional Services		2020		2x5 years	$	2,402,880		7	%
Financial Services		2017		2x5 years		1,924,800		5	%

(1) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

Historical Percentage Leased and Annualized Rental Rates.    The following table sets forth the leasable raised floor, percentage leased, annualized rent and annualized rent per leased raised square foot for the Suwanee facility:

Date	Facility Leasable Raised Floor		% Leased(1)			Annualized Rent(2)		Annualized Rent per Leased Square Foot
June 30, 2013		72,089		67	%	$	36,665,202	$	758
December 31, 2012		61,000		80	%		34,566,816		712
December 31, 2011		142,145		89	%		40,975,608		325
December 31, 2010		145,440		85	%		40,838,748		330
December 31, 2009		131,433		83	%		41,862,168		383
December 31, 2008		135,827		80	%		41,705,604		384
December 31, 2007		125,558		87	%		33,483,708		305

(1) Calculated as data center raised floor that is subject to a signed lease for which billing has commenced as of the applicable date, divided by leasable raised floor based on the then current configuration of the property, expressed as a percentage.

(2) Annualized rent is presented for leases commenced as of the applicable date. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

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Depreciation.    The following table sets forth for the Suwanee facility and each component thereof upon which depreciation is taken the (i) federal tax basis upon completion of this offering, (ii) rate, (iii) method, and (iv) life claimed with respect to the property or component thereof for purposes of depreciation:

Federal Tax Basis (unaudited in millions)	Rate	Method	Life Claimed
$103.2	2.56%	Straight Line	39 Years

The 2012 tax rate for this property is $3.90 per $100 of assessed value, or $294,324 in property taxes for the 2012 tax year. We anticipate that upon completion of the near term portion of our expansion of this facility, the property taxes for this property would be approximately $0.4 million applying the 2012 rate. In the opinion of our management, after completion of this offering, the Suwanee facility will be adequately covered by insurance.

Santa Clara

Our Santa Clara, California facility was acquired in November 2007. The facility, which is owned subject to a long-term ground sublease as described below, consists of two buildings containing approximately 135,000 gross square feet with approximately 102,000 total operating NRSF, including approximately 55,000 raised floor operating NRSF. The facility is situated on a 6.5-acre site in Silicon Valley. Several Silicon Valley Power substations supply 11 MW of utility power to the facility, which is backed up by diesel generators. We believe that Silicon Valley is an ideal data center location due to the large concentration of technology companies and the high local demand for data centers and cloud and managed services. According to 451 Research, the Silicon Valley data center market is expected to experience cumulative demand growth of 60% from 2010 through 2014 compared to 48% supply growth over the same period.

Since acquiring the Santa Clara facility, we have invested capital to build out additional raised floor square footage. As of June 30, 2013, our total investment in our Santa Clara facility was $85.6 million, excluding construction in progress. The property generated $11.1 million of NOI, net of ground lease expenses, for the 12 months ended June 30, 2013, representing a 13% yield on our total investment. For the three months ended June 30, 2012, the Santa Clara facility recorded revenue of $5.2 million and NOI of $2.8 million, representing a 53% NOI margin. MRR grew from approximately $1.3 million as of June 30, 2012 to approximately $1.6 million as of June 30, 2013. In addition, the total booked-not-billed MRR balance at this facility aggregated approximately $57,200 as of June 30, 2013.

As of June 30, 2013, approximately 89% of the facility’s leasable raised floor was leased to 106 customers.

We are currently redeveloping approximately 12,000 NRSF of raised floor at our Santa Clara facility. We anticipate that completing this expansion will cost an additional approximately $25 million based on current estimates. Longer term, we can further expand the facility by another approximately 10,000 NRSF of raised floor. Upon completion of the build-out of the facility, we anticipate that the facility would contain approximately 124,000 total operating NRSF, including approximately 77,000 NRSF of raised floor.

The Santa Clara facility is subject to a ground lease. We acquired a ground sublease interest in the land on which the Santa Clara facility is located in November 2007. The ground sublease expires in 2052, subject to two 10-year extension options. The current annual rent payable under the ground sublease is approximately $1.1 million, which increases annually by the lesser of 6% and the increase in the Consumer Price Index for the San Francisco Bay area. In addition, in 2018 and 2038, the

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monthly rent will be adjusted to equal one-twelfth of an amount equal to 8.5% of the product of (i) the then fair market value of the demised premises (without taking into account the value of the improvements existing on the land) calculated on a per square foot basis, and (ii) the net square footage of the demised premises. During the term of the ground lease, we have certain obligations to facilitate the provision of job training, seminars and research opportunities for students of a community college that is adjacent to the property. We are the indirect holder of this ground sublease.

Lease Expirations.    The following table sets forth a summary schedule of the lease expirations for leases in place as of June 30, 2013 at the Santa Clara facility. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and all early termination rights.

Year of Lease Expiration(1)	Number of Leases Expiring(2)		Total Raised Floor of Expiring Leases		% of Facility Leased Raised Floor			Annualized Rent(3)		% of Facility Annualized Rent
Month-to-Month(4)		11		480		1	%	$	381,208		2	%
Remainder of 2013		65		10,371		32	%		4,791,175		26	%
2014		122		10,714		33	%		8,182,286		44	%
2015		33		1,314		4	%		1,858,459		10	%
2016		34		9,823		30	%		3,565,718		19	%
2017		—		—		—	%		—		0	%
2018		—		—		—	%		—		0	%
2019		—		—		—	%		—		0	%
2020		—		—		—	%		—		0	%
2021		—		—		—	%		—		0	%
2022		—		—		—	%		—		0	%
2023		—		—		—	%		—		0	%
After 2023		—		—		—	%		—		0	%
Total		265		32,702		100	%	$	18,778,846		100	%

(1) Does not include data for leases expiring in a particular year when leases for the same space have already been signed with replacement customers with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(2) Represents each lease with a customer signed as of June 30, 2013 for which billing has commenced; a lease agreement could include multiple spaces and/or service orders and a customer could have multiple leases.

(3) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

(4) Consists of customers whose leases expired prior to June 30, 2013 and have continued on a month-to-month basis. We do not typically enter into month-to-month leases.

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Primary Customers.    The following table summarizes information regarding primary customers, which are customers occupying 10% or more of the leased raised floor of the Santa Clara facility, as of June 30, 2013:

Principal Customer Industry	Lease Expiration		Renewal Option	Annualized Rent(1)		% of Facility Annualized Rent
Information Technology		2014	month-to-month	$	2,449,929		13	%
Telecommunications		2016	1x5 years		2,056,278		11	%
Application Software		2013	month-to-month		1,901,808		10	%

(1) Annualized rent is presented for leases commenced as of June 30, 2013. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

Historical Percentage Leased and Annualized Rental Rates.    The following table sets forth the leasable raised floor, percentage leased, annualized rent and annualized rent per leased raised square foot for the Santa Clara facility:

Date	Facility Leasable Raised Floor		% Leased(1)			Annualized Rent(2)		Annualized Rent per Leased Square Foot
June 30, 2013		36,906		89	%	$	18,778,846	$	574
December 31, 2012		36,106		99	%		18,880,308		527
December 31, 2011		37,057		71	%		18,408,108		702
December 31, 2010		23,515		94	%		17,164,968		778
December 31, 2009		24,957		34	%		11,872,068		1,392
December 31, 2008		24,957		33	%		13,024,800		1,570
December 31, 2007		10,199		89	%		13,252,944		1,464

(1) Calculated as data center raised floor that is subject to a signed lease for which billing has commenced as of the applicable date, divided by leasable raised floor based on the then current configuration of the property, expressed as a percentage.

(2) Annualized rent is presented for leases commenced as of the applicable date. We define annualized rent as MRR multiplied by 12. We calculate MRR as monthly contractual revenue under signed leases as of a particular date, which includes revenue from our C1, C2 and C3 rental and cloud and managed services activities, but excludes customer recoveries, deferred set-up fees, variable related revenues, non-cash revenues and other one-time revenues. MRR does not include the impact from booked-not-billed leases as of a particular date, unless otherwise specifically noted. This amount reflects the annualized cash rental payments. It does not reflect any free rent, rent abatements or future scheduled rent increases and also excludes operating expense and power reimbursements.

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Depreciation.    The following table sets forth for the Santa Clara facility and each component thereof upon which depreciation is taken the (i) federal tax basis upon completion of this offering, (ii) rate, (iii) method, and (iv) life claimed with respect to the property or component thereof for purposes of depreciation:

Federal Tax Basis (unaudited in millions)	Rate			Method		Life Claimed
$92.7		2.56	%		Straight Line		39 Years

The 2012 tax rate for this property was $1.15 per $100 of assessed value, or $769,229 in property taxes for the 2012 tax year. We anticipate that upon completion of the near term portion of our expansion of this facility, the property taxes for this property would be approximately $1.1 million applying the 2012 rate. In the opinion of our management, after completion of this offering, the Santa Clara facility will be adequately covered by insurance.

Sacramento

Our Sacramento, California facility, which we acquired in December 2012, is located 120 miles from our Santa Clara facility on a 6.8-acre site. The facility currently consists of approximately 93,000 gross square feet with approximately 76,000 total operating NRSF, including approximately 46,000 raised floor operating NRSF. The Sacramento Municipal Utility District supplies 8 MW of utility power to the facility, which is backed up by diesel generators. The facility is an institutional grade data center with a classic “N+1” design that provides a single extra uninterruptible power supply module for use in the event of a system failure. This facility will provide our regional customer base with business continuity services along with Cloud and Managed Services. We believe the property’s location will be a valuable complement to our Santa Clara facility for our customers, as it will allow them to diversify their footprint in the California market with a single provider. We intend to leverage our existing West Coast regional team and our Cloud and Managed Services sales and support staff to cater to customers in this property, many of which already used managed services when we acquired the property.

Portions of this facility are included in our development pipeline as we plan to expand the facility in two phases. We are currently redeveloping approximately 9,000 square feet of raised floor in the facility. We anticipate that completing this expansion will cost an additional approximately $7 million based on current estimates. Longer term, we can further expand the facility by another approximately 400 NRSF of raised floor. Upon completion of the build-out of the facility, we anticipate that it will contain approximately 86,000 total operating NRSF including approximately 55,000 NRSF of raised floor.

As of June 30, 2013, approximately 61% of the facility’s leasable raised floor was leased to 188 customers. The majority of the customers at this facility are C2 or C3 customers which lease small amounts of space. We are the fee simple owner of the Sacramento facility.

Dallas

We purchased our Dallas, Texas facility in February 2013. Prior to our purchase, the facility was operated as a semiconductor fabrication facility. Similar to our Richmond facility, the Dallas facility has significant pre-existing infrastructure. Specifically, the Dallas facility has diverse feeds of 140 MW of utility power and approximately 698,000 gross square feet on 39 acres. We are the fee simple owner of the Dallas facility.

We acquired our Dallas facility because we believe that we will be able to execute a redevelopment strategy similar to our Richmond facility. Given the infrastructure that is already in place

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due to its former use as a semiconductor fabrication facility, we believe that the incremental costs to redevelop data center raised floor space in this facility will be lower compared to typical costs for ground-up development or redevelopments of other building types. In addition, the access to a significant amount of utility power provides the necessary power capacity to support our growth strategy for our Dallas data center. Furthermore, we believe that the Dallas market is an important data center market primarily due to its strong business environment and relatively affordable power costs. These characteristics help make Dallas one of the top 10 multi-tenant data center markets in North America, according to 451 Research, which expects the Dallas data center market to experience cumulative demand growth of 63% from 2010 through 2014 compared to 44% supply growth over the same period.

The Dallas facility is included in our redevelopment pipeline, as we plan to convert the facility into an operating data center in multiple phases. Our current redevelopment plans call for the redevelopment of up to approximately 79,000 total operating NRSF, including approximately 26,000 NRSF of raised floor. We anticipate that this redevelopment will cost approximately $80 million to $90 million in the aggregate based on current estimates, and we expect to begin lease-up of the facility in the first half of 2014. Longer term, we can further expand the facility by another approximately 619,000 total NRSF, of which approximately 236,000 NRSF would be raised floor. Upon completion of the build-out of the facility, we anticipate that the facility would contain approximately 698,000 total operating NRSF, including approximately 262,000 NRSF of raised floor.

We own sufficient undeveloped land on the site, approximately 15 acres, that we believe could also be developed to provide an additional 262,000 total operating NRSF, of which approximately 162,000 NRSF would be raised floor. These 15 acres of undeveloped land are not included in our current development plans.

Miami

Our Miami, Florida facility currently consists of approximately 30,000 gross square feet with approximately 26,000 total operating NRSF, including 20,000 raised floor operating NRSF. The property sits on a 1.6-acre site located at Dolphin Center with 4 MW of utility power supplied by Florida Power & Light and backed up by diesel generators. With a wind rating of 185 miles-per-hour, the facility is built to withstand a Category 5 hurricane. Miami is a strategic location for us because it is a gateway to the South American financial markets and a transcontinental Internet hub. The Miami facility was under development when we acquired it in April 2008, and we completed the build-out in August 2008. Other than normally recurring capital expenditures, we have no current plans to further build-out or expand the Miami facility.

As of June 30, 2013, approximately 52% of the facility’s leasable raised floor was leased to 66 customers. The current customers of the facility include only C2 customers which lease small amounts of space, and we intend to continue to lease-up this property, including space recently vacated by a C1 customer. We are the fee simple owner of the Miami facility.

Jersey City

Our Jersey City, New Jersey facility is a leased facility that consists of approximately 122,000 gross square feet with approximately 79,000 total operating NRSF, including approximately 29,000 raised floor operating NRSF. The Jersey City facility was originally leased by another party in March 2004 and we acquired the lease in October 2006 when we acquired the lessee. The lease expires in September 2026 and is subject to one five-year extension option. The facility was redeveloped in November 2006, and we subsequently leased it to service customers in New Jersey and New York. The facility is comprised of four floors of a 19 story building located on one city block in the

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metropolitan New York City area, six miles from Manhattan. PSE&G supplies 7 MW of utility power to the facility, which is backed up by diesel generators. The facility also contains a small amount of “Class A” office space. We believe that the location in Jersey City provides us with a crucial presence in the tri-state area, where space is highly coveted given the strong demand from financial services firms. According to 451 Research, the New York/New Jersey data center market is expected to experience cumulative demand growth of 72% from 2010 through 2014 compared to 37% supply growth over the same period.

As of June 30, 2013, approximately 89% of the facility’s leasable raised floor was leased to 74 customers.

Wichita

Our Wichita, Kansas facility consists of approximately 14,000 gross square feet with approximately 14,000 total operating NRSF, including approximately 2,600 raised floor operating NRSF. Western Energy supplies 1 MW of utility power to the facility, which is backed up by a diesel generator. We believe that this data center and our Overland Park data center complement our portfolio by providing regional coverage in the Midwest. We acquired the facility in 2005, and it was redeveloped in 2008. Other than normally recurring capital expenditures, we have no current plans to further build-out or expand the Wichita facility.

As of June 30, 2013, 100% of the facility’s leasable raised floor was leased.

Overland Park

The Overland Park, Kansas facility, known as the J. Williams Technology Center, is a leased facility consisting of approximately 33,000 gross square feet, with approximately 8,000 total operating NRSF, including approximately 2,500 raised floor operating NRSF. The property is located in the Kansas City, Missouri metropolitan area. Kansas City Power & Light supplies approximately 1 MW of utility power, which is backed up by a diesel generator. The J. Williams Technology Center has housed the corporate headquarters of QGC since September 2003. We lease the facility under a lease with an entity controlled by our Chairman and Chief Executive Officer, which was entered into in January 2009 and expires in December 2018 with one remaining five-year renewal term. See “Certain Relationships and Related Party Transactions—Office and Data Center Lease.” Other than normally recurring capital expenditures and expansion of our own office space at our headquarters, we have no current plans to further build-out or expand the raised floor at our Overland Park data center.

As of June 30, 2013, approximately 78% of the facility’s leasable raised floor was leased to 19 customers.

Lenexa

Our Lenexa, Kansas property is an approximately 35,000 gross square foot facility located in the Kansas City, Missouri metropolitan area. The property was acquired in 2004. The Lenexa property does not currently operate as a data center, nor do we intend to operate it as a data center. We use this property primarily as a warehouse. Other than normally recurring capital expenditures, we have no current plans to further build-out or expand the Lenexa property.

Indebtedness Expected to be Outstanding After the Offering

As of June 30, 2013, we had outstanding approximately $315 million of indebtedness on a pro forma basis. The weighted average interest rate on our pro forma indebtedness, taking into account

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the impact of hedging arrangements, is expected to be 3.24% per annum. Upon completion of this offering, we expect to have outstanding approximately $145 million of our pro forma indebtedness that will bear interest at a variable rate, including the impact of hedging arrangements.

The following table sets forth the total pro forma indebtedness as of June 30, 2013 that we expect will be outstanding upon completion of this offering:

Debt	Interest Rate(1)			Principal Amount Outstanding (in thousands)			Annual Debt Service (in thousands)		Maturity Date(2)			Balance at Maturity(3) (in thousands)
Credit Facility
Unsecured Revolving Credit Facility		LIBOR + 2.35	%	$	0	(4)	$	0		5/1/17	(5)	$	0
Term Loan		LIBOR + 2.35	%		225,000			5,738		5/1/18			225,000
Richmond Secured Credit Facility		LIBOR + 4.25	%		70,000	(6)		3,115		12/18/15	(5)		70,000
Atlanta Metro—Equipment Loan		6.85%			19,903			3,460		6/1/20			0
Total				$	314,903		$	12,313				$	295,000

(1) Reflects interest rate in effect as of June 30, 2013.

(2) The maturity date represents the date on which the principal amount is due and payable.

(3) Assumes no early repayment of principal.

(4) The Company may borrow up to $350 million under the unsecured revolving credit facility, subject to compliance with all covenants and other conditions.

(5) The maturity date can be extended up to one year if certain conditions are satisfied.

(6) The Company may borrow up to $100 million under the Richmond secured credit facility, subject to compliance with all covenants and other conditions.

Set forth below is a summary of the principal terms of our expected existing material indebtedness as of the closing of this offering.

Credit Facility

On May 1, 2013, our operating partnership entered into a $575 million credit facility with KeyBank National Association, and other financial institutions party thereto, as the lenders, KeyBank National Association, as the agent, KeyBanc Capital Markets, as the sole lead arranger and sole book manager, and Regions Bank, as the syndication agent.

The credit facility is comprised of a $225 million term loan maturing May 1, 2018 and an unsecured revolving credit facility of $350 million maturing May 1, 2017, with the option to extend until May 1, 2018 subject to satisfaction of certain conditions. The credit facility may be increased to $675 million subject to certain conditions set forth in the credit agreement (including consent of the administrative agent and obtaining necessary commitments), either through an increase to the term loan or the unsecured revolving credit facility, or a combination of both. The unsecured revolving credit facility also includes up to $30 million in letters of credit and $30 million in swing loans. The availability under the unsecured revolving credit facility is the lesser of (i) $350 million, (ii) 55% of unencumbered asset pool capitalized value, (iii) the amount resulting in an unencumbered asset pool debt service ratio of 1.75 to 1.00 or (iv) the amount resulting in an unencumbered asset pool debt yield of 15%, less, in the case of (ii), (iii) and (iv), unsecured debt and as defined in the unsecured revolving credit facility.

Amounts outstanding under the credit facility bear interest at a variable rate equal to, at our election, LIBOR or a base rate, plus a spread that will range, depending upon our leverage ratio, from 2.10% to 2.85% for LIBOR rate loans or 1.10% to 1.85% for base rate loans. As of June 30, 2013, the interest rate for amounts outstanding under our credit facility was 2.55%. We are also required to pay a commitment fee to the lenders assessed on the unused portion of the unsecured revolving credit facility. At our election, we can prepay amounts outstanding under the credit facility, in whole or in part, without penalty or premium.

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The credit facility has customary representations and warranties, and our ability to borrow under the facility is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations on liens, mergers, consolidations, investments, distributions, asset sales and affiliate transactions, as well as financial covenants, including the following:

Ÿ the outstanding principal balance of the loans and letter of credit liabilities cannot exceed the unencumbered asset pool availability;

Ÿ a minimum fixed charge coverage ratio (defined as the ratio of consolidated EBITDA, subject to certain adjustments, to consolidated fixed charges) for the prior two most recently-ended calendar quarters of 1.75 to 1.00;

Ÿ a maximum debt to asset ratio of 55%;

Ÿ the tangible net worth cannot be less than the sum of $408 million plus 85% of the sum of (i) net equity offering proceeds and (ii) the value of interests in the operating partnership issued upon the contribution of assets to the operating partnership or its subsidiaries;

Ÿ the unhedged variable rate debt of the operating partnership, and following this offering, us, cannot exceed 30% of gross asset value; and

Ÿ a maximum distribution payout ratio of the greater of (i) 95% of our Funds from Operations (as defined in the agreement) and (ii) the amount required for us to qualify as a REIT.

The credit facility includes customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the facility and accelerate payment of all amounts outstanding thereunder. If a default occurs and is continuing, we will be precluded from making distributions on our common stock (other than those required to allow us to qualify and maintain our status as a REIT, so long as such default does not arise from a payment default or event of insolvency) and lenders under the facility and, potentially, other indebtedness could accelerate the maturity of the related indebtedness.

The borrowings under the credit facility are guaranteed by certain of the operating partnership’s subsidiaries, and following this offering, by us.

Richmond Secured Credit Facility

On December 21, 2012, a subsidiary of our operating partnership entered into an $80 million secured credit facility with Regions Bank, and other lenders thereto, secured by our Richmond property. On January 18, 2013, our subsidiary increased the size of the facility to $100 million, of which $70 million was outstanding as of June 30, 2013. This facility matures on December 18, 2015 with an option to extend the maturity date up to one year, subject to satisfaction of certain conditions. The facility may be increased to $125 million subject to certain conditions set forth in the credit agreement (including approval of the administrative agent and obtaining necessary commitments). On May 1, 2013, we entered into an amendment to this agreement, to amend, among other things, certain of the financial covenants. The facility allows prepayment of amounts outstanding, in whole, but not in part, without penalty or premium, but once repaid, the amounts cannot be reborrowed. The proceeds from this facility may be used solely to finance the development of the Richmond property into a data center and to repay indebtedness under the credit facility described above.

Amounts outstanding under the Richmond facility will bear interest at a variable rate equal to, at our election, LIBOR or a base rate, plus a spread that will range, depending upon our leverage ratio, from 4.00% to 4.50% for LIBOR rate loans or 3.00% to 3.50% for base rate loans. As of June 30, 2013, the interest rate for amounts outstanding under the Richmond secured credit facility was 4.44%. We are also required to pay a commitment fee to the lenders assessed on the unused portion of the facility.

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Our ability to borrow under the Richmond facility is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, distributions, asset sales and affiliate transactions, as well as financial covenants, including the following:

Ÿ the outstanding principal balance of the loans not exceeding the borrowing base;

Ÿ a minimum borrower’s debt yield of 12% to 18%, depending on the relevant time period;

Ÿ a minimum borrowing base debt service coverage ratio (the ratio of adjusted net operating income from the mortgaged properties divided by the implied debt service) ranging from 1.3:1 to 2:1, depending on the relevant time period;

Ÿ a maximum debt to asset ratio of the operating partnership, and following this offering, of us, of 55%;

Ÿ a minimum fixed charge coverage ratio of the operating partnership, and following this offering, of us, (defined as the ratio of consolidated EBITDA, subject to certain adjustments, to consolidated fixed charges) for the prior two most recently ended calendar quarters of 1.75 to 1.00;

Ÿ the tangible net worth of the operating partnership, and following this offering, of us, not less than the sum of $408 million plus 85% of the sum of (i) net equity offering proceeds and (ii) the value of interests in the operating partnership issued upon the contribution of assets to the operating partnership or its subsidiaries;

Ÿ the unhedged variable rate debt of the operating partnership, and following this offering, of us, cannot exceed 30% of gross asset value; and

Ÿ a maximum distribution payout ratio of the greater of (i) 95% of our Funds from Operations (as defined in the agreement) and (ii) the amount required for us to qualify as a REIT.

The Richmond facility includes customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the facility and accelerate payment of all amounts outstanding thereunder. If a default occurs and is continuing, we will be precluded from making distributions on our common stock (other than those required to allow us to qualify and maintain our status as a REIT, so long as such default does not arise from a payment default or event of insolvency) and lenders under the facility and, potentially, other indebtedness could accelerate the maturity of the related indebtedness.

The borrowings under the Richmond facility are guaranteed by our operating partnership, certain of the operating partnership’s subsidiaries, and following this offering, us.

Other Indebtedness

On April 9, 2009, a subsidiary of our operating partnership entered into a $25 million loan agreement with Caterpillar Financial Services Corporation secured by certain equipment at our Atlanta Metro facility. This loan bears interest at 6.85% per annum and has a maturity date of June 1, 2020. Monthly installments on the loan are of principal and interest and the loan has a 10-year amortization schedule.

In addition, in connection with obtaining bond financing for the development of the Atlanta Metro facility, we transferred the title to our Atlanta Metro facility to the DFAC and entered into a sale-lease back transaction for the facility. DFAC issued a bond to us to finance its acquisition of the property in the amount of $300 million, which bond matures on December 1, 2019 and bears interest at a rate of 8% per annum. In order to secure the bond, DFAC pledged its interest in the project, including its rights

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to receive all rental payments thereunder. Our rental payments under the lease fund debt service payments under the bond, plus the expenses and advances of the issuer of the bond in connection with the development project. At our direction, the bond is redeemable at our option, which, if exercised, will cause the title to our Atlanta Metro facility to be returned to us.

Competition

We compete with developers, owners and operators of data centers and with IT infrastructure companies in the market for data center customers, properties for acquisition and the services of key third-party providers. Although, according to 451 Research, we are the only national multi-tenant data center provider to offer a full complement of solutions, which include wholesale data center, colocation, interconnection and hosting and/or cloud services, we continue to compete with owners and operators of data centers and providers of cloud and managed services that follow other business models and may offer one or more of these services. We believe, however, that our 3Cs product offerings set us apart from our competitors in the data center industry and makes us more attractive to customers, both large and small. In addition, we believe other providers are seeking ways to enter or strengthen their positions in the data center market.

We compete for customers based on factors, including location, critical load, NRSF, flexibility and expertise in the design and operation of data centers, as well as our cloud product and the breadth of managed services that we provide. New customers who consider leasing space at our properties and using our products and existing customers evaluating whether to renew or extend a lease may also consider our competitors, including wholesale infrastructure providers and colocation and managed services providers. In addition, our customers may choose to own and operate their own data centers rather than lease from us.

As an owner, developer and operator of data centers and provider of Cloud and Managed Services, we depend on certain third-party service providers, including engineers and contractors with expertise in the development of data centers and the provision of managed services. The level of competition for the services of specialized contractors and other third-party providers increases the cost of engaging such providers and the risk of delays in operating our data centers and completing our development and redevelopment projects.

In addition, we face competition for the acquisition of additional properties suitable for the development of data centers from real estate developers in our and in other industries and from customers who develop their own data center facilities. Such competition may have the effect of reducing the number of available properties for acquisition, increasing the price of any acquisition and reducing the demand for data center space in the markets we seek to serve.

Regulation

General

Data centers in our markets are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that each of our properties has the necessary permits and approvals to operate its business.

Americans With Disabilities Act

Our properties must comply with Title III of the ADA to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that the initial properties are in substantial compliance with the ADA and

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that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.

Environmental Matters

Under various federal, state and local laws, including regulations, ordinances and case law, a current or former owner or operator of real property may be liable for the cost to remove or remediate contamination resulting from the presence or discharge of hazardous or toxic substances, wastes or petroleum products on, under, from or in such property. These costs could be substantial, liability under these laws may attach without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. Most of our properties presently contain large underground or aboveground fuel storage tanks for emergency power, which is critical to our operations. If any of our tanks has a release of fuel to the environment, we would likely have to pay to clean up the contamination. In addition, prior owners and operators used some of our current properties for industrial and retail purposes, which could have resulted in environmental contamination. Moreover, the presence of contamination or the failure to remediate contamination at our properties may (1) expose us to third-party liability, (2) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (3) impose restrictions on the manner in which a property may be used or businesses may be operated, or (4) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at such facilities, without regard to whether we comply with environmental laws in doing so. Finally, there may be material environmental liabilities at our properties of which we are not aware. Any of these matters could have a material adverse effect on us.

Our properties are subject to federal, state, and local environmental, health, and safety laws and regulations and zoning requirements, including those regarding the handling of regulated substances and wastes, emissions to the environment, and fire codes. For instance, our properties are subject to regulations regarding the storage of petroleum for auxiliary or emergency power and air emissions arising from the use of power generators. In particular, our properties in California are subject to strict emissions limitations for its generators, which could be exceeded if we need to use these generators to supply critical backup power in a manner that results in emissions in excess of California limits. In addition, we lease some of our properties to our customers who are also subject to such environmental, health and safety laws and zoning requirements. If we, or our customers, fail to comply with these various requirements, we might incur costs and liabilities, including governmental fines and penalties. Moreover, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will materially and adversely affect us. Environmental noncompliance liability also could affect a customer’s ability to make rental payments to us. We require our customers to comply with these environmental and health and safety laws and regulations and to indemnify us for any related liabilities.

Some of our properties may contain, or may have contained, asbestos-containing building materials. Environmental laws require that owners or operators of or employers in buildings with asbestos-containing materials, or ACM properly manage and maintain these materials, adequately inform or train those who may come into contact with ACM and undertake special precautions, including removal or other abatement, in the event that ACM is disturbed during building maintenance, renovation or demolition. These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements. In addition, third parties may seek recovery from

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employers, owners or operators for personal injury associated with exposure to asbestos. If we become subject to any of these penalties or recoveries as a result of ACM at one or more properties, we could be materially and adversely impacted.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues also can stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our customers, employees of our customers and others if property damage or personal injury occurs. Thus, conditions related to mold or other airborne contaminants could results in material liabilities, which could have a material adverse effect on us.

If we, or other companies with which we do business, particularly utilities that provide our facilities with electricity, become subject to laws or regulations related to climate change, we could be materially and adversely impacted. Congress is currently considering new laws relating to climate change, including potential cap-and-trade systems, carbon taxes and other requirements relating to reduction of carbon footprints and/or greenhouse gas emissions. Other countries have enacted climate change laws and regulations and the United States has been involved in discussions regarding international climate change treaties. The U.S. government and some of the states and localities in which we operate have enacted certain climate change laws and regulations and/or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws and regulations have not had any known material adverse effect on us to date, they could limit our ability to develop new facilities or result in substantial compliance costs, retrofit costs and construction costs, including monitoring and reporting costs and capital expenditures for environmental control facilities and other new equipment. Furthermore, our reputation could be negatively affected if we violate climate change laws or regulations. We cannot predict how future laws and, regulations, or future interpretations of current laws and regulations, related to climate change will affect our business, results of operations, liquidity and financial condition. Lastly, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts could have a material adverse effect on us.

Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of operating properties in our initial portfolio that we own. Each of the site assessments has been either completed or updated since 2010, except with respect to our Wichita property, which was completed in 2004. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property, including information obtained through a site visit, interviews, database searches, and records reviews. These assessments do not generally include soil samplings, subsurface investigations, an asbestos survey, or a review of compliance with environmental, health, and safety laws. None of the site assessments have revealed any recognized environmental conditions (i.e., the presence or likely presence of contaminants) that we believe would have a material adverse effect on us. However, the site assessments may have failed to reveal all existing environmental conditions, liabilities or compliance concerns and material environmental conditions, liabilities or compliance concerns may have arisen after the site assessments were completed or may arise in the future.

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Privacy and Security

We may be directly and/or contractually subject to laws, regulations and policies for protecting sensitive data, consumer privacy and vital national interests. For example, the US government has promulgated regulations and standards subject to authority provided through the enactment of a number of laws, such as HIPAA, the Health Information Technology for Economic and Clinical Health Act, or HITECH Act, the Gramm-Leach-Bliley Act, or GLBA, and the Federal Information Security Management Act of 2002, or FISMA, which require many corporations and federal, state and local governmental entities to control the security of, access to and configuration of their IT systems. A number of states have also enacted laws and regulations that require covered entities, such as data center operators, to implement and maintain security measures to protect certain types of information, such as Social Security numbers, payment card information, and other types of data, from unauthorized use and disclosure. In addition, industry organizations have adopted and implemented various security and compliance policies. For example, the Payment Card Industry Security Standards Council has issued its mandatory Payment Card Industry Data Security Standard, or PCI DSS, which is applicable to all organizations processing payment card transactions.

In connection with certain of these laws, we are subject to audits and assessments, and we may be required to obtain certain certifications. Audit failure or findings of non-compliance can lead to significant fines or decertification from engaging in certain activities. For example, violations of HIPAA/HITECH Act regulations can lead to fines of up to $1.5 million for all violations of a particular provision in a calendar year and our failure to demonstrate compliance in an annual PCI DSS audit may result in fines and exclusion from payment card networks. Additionally, violations of privacy or security laws, regulations or standards increasingly lead to class-action litigation, which can result in substantial monetary judgments or settlements. We cannot assure you that future laws, regulations and standards, or future interpretations of current laws, regulations and standards, related to privacy and security will not have a material adverse effect on us.

Insurance

We carry comprehensive liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio under a blanket policy. We have selected policy specifications and insured limits that we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and, in the opinion of our management, the properties in our portfolio are currently, and upon completion of this offering will be, adequately insured. We will not carry insurance for generally uninsured losses such as loss from riots, war, terrorism, acts of God, wet or dry rot, vermin and, in some cases, flooding, because such coverage is not available or is not available at commercially reasonable rates. In addition, although we carry earthquake insurance on our properties in an amount and with deductibles that we believe are commercially reasonable, such policies are subject to limitations in certain seismically active zones. Certain of the properties in our portfolio will be located in areas known to be seismically active. See “Risk Factors—Risks Related to the Real Estate Industry—Uninsured and underinsured losses could have a material adverse effect on us.”

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

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and stockholder approval of any golden parachute payments not previously approved. We have not yet made a decision as to whether we will take advantage of any or all of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our common stock less attractive as a result. The result may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to “opt out” of this extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for all public companies that are not emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

Employees

As of June 30, 2013, we employed approximately 415 persons, none of which were represented by a labor union. We believe our relations with our employees are good.

Offices

Our executive headquarters is located at 12851 Foster Street, Overland Park, Kansas 66213, where our telephone number is (913) 814-9988. We believe that our current offices are adequate for our present operations; however, based on the anticipated growth of our company, we may add regional offices depending upon our future operational needs.

Legal Proceedings

In the ordinary course of our business, we are subject to claims for negligence and other claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on us.

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MANAGEMENT

Directors, Executive Officers and Significant Employees

Our board of directors will consist of eight members, a majority of which are independent within the meaning of the corporate governance listing standards of the NYSE. Pursuant to our organizational documents, each of our directors is elected by our stockholders to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualified. Our charter and bylaws provide that the number of directors of our company may be established by our board of directors and may not be fewer than the minimum number required under Maryland law nor more than 15 directors. See “Material Provisions of Maryland Law and of Our Charter and Bylaws—Our Board of Directors.” The first annual meeting of our stockholders after this offering will be held in 2014. Subject to rights pursuant to any employment agreements, officers serve at the discretion of our board of directors.

The following table sets forth certain information concerning the individuals who will be our executive officers and directors upon completion of this offering:

Executive Officers and Directors

Name	Age		Position
Chad L. Williams		42	Chairman and Chief Executive Officer
William H. Schafer		55	Chief Financial Officer
James H. Reinhart		48	Chief Operating Officer—Operations
Daniel T. Bennewitz		54	Chief Operating Officer—Sales & Marketing
Jeffrey H. Berson		44	Chief Investment Officer
Shirley E. Goza		56	General Counsel
John W. Barter		66	Director(1)
William O. Grabe		75	Director(1)
Catherine R. Kinney		61	Director(1)
Peter A. Marino		71	Director(1)
Scott D. Miller		51	Director(1)
Philip P. Trahanas		42	Director(1)
Stephen E. Westhead		49	Director

(1) Independent within the meaning of the NYSE listing standards.

Biographical Summaries of Executive Officers

Chad L. Williams is our Chairman and Chief Executive Officer and has served as Chairman and Chief Executive Officer of our predecessor since 2003. Mr. Williams has more than 24 years of experience in the management and development of various private companies and more than 14 years of experience in the ownership, management and development of commercial real estate, the last eight of which have been focused on data center properties. In his role as Chief Executive Officer, Mr. Williams has been directly involved in every aspect of our business, from strategic acquisition and financing, to site selection, design, development and construction and customer management.

In 2003, Mr. Williams leveraged his experience developing, owning and managing mission-critical facilities and began acquiring data centers with the strategy of building a national presence to provide this type of facility. Under Mr. Williams’ leadership and through a series of acquisitions, the business grew from operating a single facility to a national and fully integrated data center platform. Today, under Mr. Williams’ leadership, we operate 10 data center facilities totaling approximately 3.8 million gross square feet. Mr. Williams’ vision of obtaining and revitalizing large, scalable properties in growing data center markets has become the cornerstone of our business strategy.

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Williams currently serves on the board of directors for the U.S. Dream Academy, an organization that focuses on intervening in the lives of children of incarcerated parents. Its mission is to empower these at-risk children to maximize their potential by providing them with academic, social and values-enrichment through supportive mentoring and the use of technology.

Our board of directors determined that Mr. Williams should serve on our board of directors based on his experience as a successful business leader and entrepreneur and his experience in real estate and with our company.

William H. Schafer is our Chief Financial Officer and has served as the Chief Financial Officer of our predecessor since 2010. Mr. Schafer has more than 20 years of experience in the REIT industry and 33 years of experience in financial operations, accounting systems and financing activities. Prior to joining our predecessor, Mr. Schafer was the chief financial officer of DDR Corp. (NYSE: DDR) from 1992 to 2010, a public REIT and an owner and developer of retail properties. Prior to joining DDR Corp., Mr. Schafer was a senior manager of PricewaterhouseCoopers LLP. Mr. Schafer earned a Bachelor of Arts degree in business administration from the University of Michigan.

James H. Reinhart is our Chief Operating Officer—Operations and has served as the Chief Operating Officer—Operations of our predecessor since 2012. Mr. Reinhart has more than 25 years of experience in operations, technology, marketing and strategy. Prior to joining our predecessor, Mr. Reinhart held various positions at Genworth Financial, Inc. (NYSE: GNW), a financial services company, from 2005 to 2012. In his last position at Genworth Financial, Inc., Mr. Reinhart was the chief strategy and marketing officer of the U.S. Insurance & Wealth Management division. Prior to that, Mr. Reinhart held various positions at Capital One Financial Corporation (NYSE: COF), a financial services company, from 1999 to 2005, the last of which was vice president responsible for call center outsourcing, and various positions at the Hewlett-Packard Company (NYSE: HPQ), a technology products and software company, from 1993 to 1999. Mr. Reinhart earned a Master of Business Administration from the Harvard Graduate School of Business Administration, a Master of Science degree in electrical engineering from the University of Maryland and a Bachelor of Science degree in electrical engineering from the United States Naval Academy.

Daniel T. Bennewitz is our Chief Operating Officer—Sales & Marketing and has served as the Chief Operating Officer—Sales & Marketing of our predecessor since 2012. Mr. Bennewitz has more than 30 years of experience in sales, marketing, operations and global leadership positions. Prior to joining our predecessor, Mr. Bennewitz worked at IBM Corporation (NYSE: IBM), an information technology and products company, from 1980 to 2012. Mr. Bennewitz’s responsibilities included product, industry and global leadership positions across the company, and his last position was vice president of IBM’s sales model, a position in which he was responsible for leading IBM’s go-to-market model and sales force transformation. Mr. Bennewitz earned an A.B. degree in economics from Princeton University.

Jeffrey H. Berson is our Chief Investment Officer and has served as the Chief Investment Officer of our predecessor since August 2013. Mr. Berson has more than 20 years of experience in investment banking covering data center companies and the technology and telecommunications sectors. Prior to joining our predecessor, Mr. Berson was a Managing Director at UBS AG, an international investment bank, from 2011 to 2013, a Managing Director at Oppenheimer and Co. Inc., an international investment bank, from 2009 to 2011, and a Managing Director at Barclays Capital, an international investment bank, from 2007 to 2009. Prior to 2007, Mr. Berson spent over 10 years at Canadian Imperial Bank of Commerce in the Investment Banking Department. Mr. Berson earned a Bachelor of Arts degree from the University of Pennsylvania, a Bachelor of Science degree from the Wharton School of the University of Pennsylvania and a Master of Business Administration from the University of Chicago.

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Shirley E. Goza is our General Counsel and has served as the General Counsel of our predecessor since 2006. Ms. Goza has more than 30 years of experience as a practicing attorney and law professor. Prior to joining our predecessor, Ms. Goza co-owned and operated Focus Trial and Settlement Solutions, a company that facilitated mock trials for trial attorneys, and served as managing partner from 2004 to 2006. Ms. Goza previously was a partner with the law firm Shook, Hardy & Bacon from 2000 to 2004 and was Of Counsel at Spencer Fane Britt & Browne LLP from 1982 to 1990. Ms. Goza taught on the faculty at the University of Missouri, Kansas City, School of Law from 1990 through 1997 and was a visiting faculty member at the University of Kansas in 1996. Ms. Goza earned a Juris Doctorate from the University of Kansas and a Bachelor of Arts degree in English and psychology from Pittsburg State University.

Biographical Summaries of Significant Employees

Brian E. Johnston is our Chief Technology Officer and has served as the Chief Technology Officer of our predecessor since 2011. Mr. Johnston has more than 17 years of engineering experience for technology companies focusing on information technology and data center solutions. Prior to his role as Chief Technology Officer, Mr. Johnston served as our predecessor’s Chief Operations Officer from 2006. Before joining our predecessor, Mr. Johnston was Vice President of Operations at First National Technology Solutions, a data center services company, from 2001 to 2006, and president of Capaciteam, a capacity and mathematical modeling service provider, from 1999 to 2001. From 1990 to 1995, Mr. Johnston served in the U.S. Marine Corps and the U.S. Marine Corps Reserves. Mr. Johnston earned a Bachelor of Science degree in management information systems from Bellevue University.

Mark D. Waddington is our Chief Business Officer and has served as the Chief Business Officer of our predecessor since 2011. Mr. Waddington has over 25 years of leadership experience building and managing technology operations. Mr. Waddington served as the president of our predecessor from 2005 to 2011. Prior to this, Mr. Waddington served as president of First National Technology Solutions, a data center services company and subsidiary of First National of Nebraska, from 2001 to 2005. Mr. Waddington also served as vice president of First National Bank of Omaha, a subsidiary of First National of Nebraska, from 1988 to 2005. Prior to joining First National Bank of Omaha, Mr. Waddington was a system engineer at Electronic Data Systems, a technology company, from 1986 to 1988. Mr. Waddington earned a Bachelor of Arts degree in business from Wayne State College in 1986.

Biographical Summaries of Directors

John W. Barter has been our director since August 2013 and has been a director of our predecessor since 2010. Mr. Barter will serve as the chair of our audit committee Mr. Barter has more than 25 years of experience in financial management, mergers and acquisitions, executive management and planning and analysis. Mr. Barter was the chief financial officer of Kestral Solutions, Inc., a technology company, from 2000 to 2001. Prior to this, Mr. Barter held various positions with AlliedSignal, Inc., now called Honeywell International, Inc. (NYSE: HON), a technology company, for most of the time between 1973 to 1997, and was an executive vice president and president of AlliedSignal Automotive from 1994 to 1997 and chief financial officer from 1988 to 1994. He currently serves on the boards of directors of Dice Holdings, Inc. (NYSE: DHX) and Genpact Ltd. (NYSE: G), and previously served on the boards of directors of Lenovo Group, Ltd. (HKG: 992) from 2005 until 2010 and SRA International from 2003 until 2011. Mr. Barter earned a Bachelor of Science degree in physics from Spring Hill College and a Master of Business Administration in finance from Tulane University.

Our board of directors determined that Mr. Barter should serve on our board of directors based on his financial management experience.

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William O. Grabe has been our director since August 2013 and has been a director of our predecessor since 2009. Mr. Grabe will serve as the chair of our compensation committee. Mr. Grabe has over 40 years of experience in investment management and corporate operations. Mr. Grabe is an advisory director of General Atlantic LLC, a global investment firm, and was a managing director at General Atlantic LLC from 1992 to 2010. Prior to joining General Atlantic LLC, Mr. Grabe held executive positions in sales, marketing and operations at IBM Corporation and was the general manager for the Marketing and Services Group from 1988 to 1992. Mr. Grabe currently serves on the boards of directors of Lenovo Group, Ltd., Compuware Corporation (NASDAQ: CPWR) and Gartner, Inc. (NYSE: IT). He previously served on the board of directors of iGATE Computer Systems Limited (f/k/a Patni Computer Systems Limited, NYSE: PTI) from 2002 to 2011 and the board of directors of several other public and private global technology companies during his tenure at General Atlantic LLC. Mr. Grabe earned a Master of Business Administration from the UCLA Graduate School of Business and a Bachelor of Science degree in engineering from New York University.

Our board of directors determined that Mr. Grabe should serve on our board of directors based on his experience as a director of other public companies in the technology sector and his investment management experience.

Catherine R. Kinney has been our director since August 2013 and has been a director of our predecessor since May 2013. Ms. Kinney will serve as the chair of our nominating and corporate governance committee. Ms. Kinney has 35 years of experience in securities regulation and management. Based in Paris, France, from 2007 to 2009, Ms. Kinney served as the group executive vice president and head of global listing, marketing and branding at NYSE Euronext (NYSE: NYX), a company that operates multiple securities exchanges. From 1974 to 2008, Ms. Kinney held various positions with the New York Stock Exchange, Inc., a U.S.-based securities exchange and predecessor of the NYSE Euronext, and was its president and co-chief operating officer from 2002 to 2008. Ms. Kinney currently serves on the boards of directors of MetLife, Inc. (NYSE: MET), NetSuite, Inc. (NYSE: N) and MSCI Inc. (NYSE: MSCI). Ms. Kinney earned a Bachelor of Arts degree from Iona College and completed the Advanced Management Program at Harvard Business School. Ms. Kinney has also received honorary degrees from Georgetown University, Fordham University and Rosemont College.

Our board of directors determined that Ms. Kinney should serve on our board of directors based on her extensive leadership, management and corporate governance experience and experience as a director of other public companies.

Peter A. Marino has been our director since August 2013 and has been a director of our predecessor since 2012. Mr. Marino has over 25 years of executive experience. Mr. Marino has been a private consultant for government and industry on defense and intelligence issues since 1999. He also serves as special advisor to General Atlantic LLC. From 1996 to 1999, Mr. Marino was the president and chief executive officer of Firearms Training Systems, Inc., a provider of software and hardware simulation training systems for military, law enforcement and security forces. From 1991 to 1996, Mr. Marino served as senior vice president of E-Systems Corporation, a computing and software company which was acquired by Raytheon (NYSE: RTN) in 1995. Mr. Marino previously served as president and chief operating officer of Fairchild Industries, an aerospace and defense company, from 1988 to 1990 and was president and chief operating officer of Lockheed Electronics Company, Inc., a defense electronics company, from 1986 to 1988. From 1970 to 1986, he served in numerous capacities at the Central Intelligence Agency, including director of technical service and deputy director for the Office of Research and Development. He is also a Senior Executive Fellow at Harvard University. Mr. Marino previously served as a director of Argon St., Inc., a former public company, from 2004 to 2010. Mr. Marino earned a Master of Science in acoustics (engineering physics) from The Pennsylvania State University and a Bachelor of Science degree in physics from Rollins College.

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Our board of directors determined that Mr. Marino should serve on our board of directors based on his experience as a successful business leader and entrepreneur, as well as his technology experience.

Scott D. Miller has been our director since August 2013 and a has been a director of our predecessor since May 2013. Mr. Miller has over 30 years of executive experience. Mr. Miller is the chief executive officer of SSA & Company, a management consulting firm focusing on process improvement, the chief executive officer of G100, a membership organization providing a forum for current, future and recent chief executive officers of leading public and private companies and private equity firms, and the managing general partner of MSP, LLC, a private real estate development and investment company. He also serves as special advisor to General Atlantic LLC. Prior to joining SSA & Company in March 2004, Mr. Miller served as non-executive vice chairman of Hyatt Hotels and Resorts Corporation (NYSE: H), a global hospitality company, from 2003 to 2004, the president from 1999 to 2003 and executive vice president from 1997 to 1999. Mr. Miller was also the president and chief executive officer of United Infrastructure Company, a public infrastructure development company from 1993 to 1997. From 1981 to 1993, he was a founding partner of The John Buck Company, a real estate brokerage, management and development company. Mr. Miller currently serves on the board of directors of Affinion Group, Inc. and previously served as director of AXA Equitable Life Insurance Company from 2002 to 2012, Orbitz Worldwide, Inc. (NYSE: OWW) from 2003 to 2004, and NAVTEQ Corporation from 2004 to 2008. Mr. Miller earned a Master of Business Administration from the University of Chicago and a Bachelor of Arts degree in human biology from Stanford University.

Our board of directors determined that Mr. Miller should serve on our board of directors based on his leadership and management experience as a principal executive officer of diverse organizations and experience as a director of other public companies.

Philip P. Trahanas has been our director since August 2013 and has been a director of our predecessor since 2009. Mr. Trahanas has over 17 years of experience in financial advisory, investing and investment management, as well as over 10 years of experience serving on private and public company boards. Mr. Trahanas is a Managing Director of General Atlantic LLC, a global investment firm, which he joined in 2000. From 1996 to 2000, Mr. Trahanas worked at Morgan Stanley (NYSE: MS), a global financial services firm, where he was a member of the high technology corporate finance team, was a merger and acquisition specialist and was a member of the investment banking division’s operating management team. Prior to joining Morgan Stanley, Mr. Trahanas was an electrical engineer at General Electric (NYSE: GE), a diversified technology, media and financial services company, where he specialized in communications equipment and semiconductor design. Mr. Trahanas earned a Bachelor of Engineering degree in electrical engineering from The Cooper Union for the Advancement of Science and Art, a Master of Business Administration from the University of Pennsylvania Wharton School and a Master of Science degree in engineering from the University of Pennsylvania Moore School of Engineering.

Our board of directors determined that Mr. Trahanas should serve on our board of directors based on his extensive operating, investment banking and private equity experience.

Stephen E. Westhead has been our director since August 2013 and has been a director of our predecessor since May 2013. Mr. Westhead has over 25 years of experience in management. Since 2007, Mr. Westhead has been the chief executive officer and lead investor of US Trailer, a semi-trailer leasing company, and has served as the chief marketing officer of Satori Group, Inc., an IT company, since January 2013. From 1987 to 2008, Mr. Westhead served as senior vice president of commercial lines underwriting for Philadelphia Insurance Companies, an insurance company. Mr. Westhead earned a Bachelor of Science degree in business administration from Cabrini College.

Our board of directors determined that Mr. Westhead should serve on our board of directors based on his executive management experience.

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Promoters

Chad L. Williams is considered our promoter under the federal securities laws. As discussed above, he will serve as our Chairman and Chief Executive Officer. His designation as promoter under the federal securities laws indicates that he took the initiative in founding and organizing our business. We also refer to Mr. Williams as our “founder” elsewhere in this prospectus.

Corporate Governance Profile

We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

Ÿ our board of directors is not staggered, with each of our directors subject to re-election annually;

Ÿ of the eight persons who will serve on our board of directors, seven, or 88% of our directors, are expected to be determined by us to be independent for purposes of the NYSE’s corporate governance listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

Ÿ we anticipate that at least one of our directors will qualify as an “audit committee financial expert” as defined by the SEC;

Ÿ we have opted out of the Maryland business combination and control share acquisition statutes; and

Ÿ we do not have a stockholder rights plan.

Our directors will stay informed about our business by attending meetings of our board of directors and its committees and through supplemental reports and communications. Our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Role of Our Board in Risk Oversight

One of the key functions of our board of directors will be informed oversight of our risk management process. Our board of directors will administer this oversight function directly, with support from its three standing committees, our audit committee, our compensation committee and our nominating and corporate governance committee, each of which will address risks specific to their respective areas of oversight. For example, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also will monitor compliance with legal and regulatory requirements and oversee the performance of our internal audit function. Our compensation committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and corporate governance committee will monitor the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

Our board of directors and its standing committees also will hear reports from the members of management responsible for the matters considered in order to enable our board of directors and each committee to understand and discuss risk identification and risk management.

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Board Committees

Upon the completion of this offering, our board of directors will establish three standing committees consisting solely of independent directors, the principal functions of which are briefly described below. Our board of directors may from time to time establish other committees to facilitate the governance of our company.

Audit Committee

Our audit committee will consist of Mr. Barter, Mr. Marino and Mr. Miller, and Mr. Barter will serve as its chairperson. We expect that the chairperson of our audit committee will qualify as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. We expect that our board of directors will determine that each of the audit committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. Prior to the completion of this offering, we expect to adopt an audit committee charter, which will detail the principal functions of the audit committee, including overseeing:

Ÿ review of all related party transactions in accordance with our related party transactions policy;

Ÿ our accounting and financial reporting processes;

Ÿ the integrity and audits of our consolidated financial statements and financial reporting process;

Ÿ our systems of disclosure controls and procedures and internal control over financial reporting;

Ÿ our compliance with financial, legal and regulatory requirements;

Ÿ the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

Ÿ the performance of our internal audit function; and

Ÿ our overall risk profile.

Our audit committee will also be responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. Our audit committee will also approve the audit committee report required by SEC regulations to be included in our annual proxy statement.

Compensation Committee

Our compensation committee will consist of Mr. Grabe, Ms. Kinney and Mr. Trahanas, and Mr. Grabe will serve as its chairperson. Prior to the completion of this offering, we will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

Ÿ reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration of our chief executive officer based on such evaluation;

Ÿ reviewing and approving the compensation of our other executive officers;

Ÿ reviewing our executive compensation policies and plans;

Ÿ implementing and administering our incentive and equity-based compensation plans;

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Ÿ determining the number of shares underlying, and the terms of, share option and restricted share awards to be granted to our directors, executive officers and other employees pursuant to these plans;

Ÿ assisting management in complying with our proxy statement and annual report disclosure requirements;

Ÿ producing a report on executive compensation to be included in our annual proxy statement; and

Ÿ reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of Ms. Kinney, Mr. Miller and Mr. Marino, and Ms. Kinney will serve as its chairperson. Prior to the completion of this offering, we will adopt a nominating and corporate governance committee charter, which will detail the principal functions of the nominating and corporate governance committee, including:

Ÿ identifying, recruiting and recommending to the full board of directors qualified candidates for election as directors and recommending a slate of nominees for election as directors at each annual meeting of stockholders;

Ÿ developing and recommending to the board of directors corporate governance guidelines, including the committee’s selection criteria for director nominees, and implementing and monitoring such guidelines;

Ÿ reviewing and making recommendations on matters involving the general operation of the board of directors, including board size and composition, and committee composition and structure;

Ÿ recommending to the board of directors nominees for each committee of the board of directors;

Ÿ annually facilitating the assessment of the board of directors’ performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and

Ÿ overseeing the board of directors’ evaluation of management.

Code of Business Conduct and Ethics

Our board of directors will establish a code of business conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics will be designed to deter wrongdoing and to promote:

Ÿ honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Ÿ full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

Ÿ compliance with applicable governmental laws, rules and regulations;

Ÿ prompt internal reporting of violations of the code to appropriate persons identified in the code; and

Ÿ accountability for adherence to the code.

Only our audit committee will be able to approve any waiver of the code of business conduct and ethics for our executive officers or directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

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Executive Compensation

Compensation Discussion and Analysis

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our stockholders in a way that allows us to attract and retain the best executive talent. Our board of directors has not yet formed our compensation committee. Accordingly, we have not adopted compensation policies with respect to, among other things, setting base salaries, awarding bonuses or making future grants of equity awards to our executive officers. We anticipate that the compensation committee, once formed, will design a compensation program that rewards, among other things, favorable stockholder returns, share appreciation, our company’s competitive position within its segment of the real estate industry, the successful completion of planned facility expansions described in this prospectus and each executive officer’s long-term career contributions to our company. In addition, our compensation committee may determine to make awards to new executive officers in order to attract talented professionals to serve us. We expect that compensation incentives designed to further these goals will take the form of annual cash compensation and equity awards and long-term cash and equity incentives measured by performance targets to be established by our compensation committee. We will pay base salaries and annual bonuses and expect to make equity grants under our equity incentive plan to our executive officers, effective upon completion of this offering. These awards under our equity incentive plan will be granted to recognize such individuals’ efforts on our behalf in connection with this offering and to provide a retention element to their compensation.

Our “named executive officers” during 2013 are expected to be: Chad L. Williams, our Chairman and Chief Executive Officer, William H. Schafer, our Chief Financial Officer, James H. Reinhart, our Chief Operating Officer—Operations, Daniel T. Bennewitz, our Chief Operating Officer—Sales & Marketing, and Jeffrey H. Berson, our Chief Investment Officer.

Executive Officer Compensation

The following is a summary of the elements of and amounts expected to be paid under our compensation plans for fiscal year 2013. Because we were only recently formed, meaningful individual compensation information is not available for prior periods. Excluding our predecessor, no compensation will be paid by us in 2013 to our executive officers until the completion of this offering.

The anticipated annualized 2013 compensation for each of our executive officers listed in the table below was determined based on a review of publicly-disclosed compensation packages of executives of other public real estate companies and negotiations with the executive officers. We did not retain a compensation consultant. Our executive officers either are currently or, prior to completion of this offering, will become parties to employment agreements with our predecessor, which will continue for their respective terms or until such time as the compensation committee determines in its discretion that revisions to such employment agreements are advisable and we and the executive officer agree to the proposed revisions. We expect that the employment agreements to be entered into prior to completion of this offering will provide compensation to the executive at substantially the same level currently provided to that executive.

Annual Base Salary.    Base salary will be designed to compensate our executive officers at a fixed level of compensation that serves as a retention tool throughout the executive’s career. In determining base salaries, we expect that our compensation committee will consider each executive’s role and responsibility, unique skills, future potential with our company, salary levels for similar positions in our target market and internal pay equity.

Annual Cash Bonus.    Annual cash bonuses will be designed to incentivize our executive officers at a variable level of compensation based on the performance of both our company and such

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individual. In connection with our annual cash bonus decisions, we expect that our compensation committee will determine annual performance criteria that are flexible and that change with the needs of our business. Our annual cash bonuses will be designed to reward the achievement of specific, pre-established financial and operational objectives.

Equity Awards.    We will provide equity awards pursuant to our equity incentive plan. Equity awards will be designed to focus our executive officers on and reward them for achieving our long-term goals and enhancing stockholder value. In determining equity awards, we anticipate that our compensation committee will take into account our company’s overall financial performance. The awards expected to be made under our equity incentive plan upon consummation of this offering will be granted to recognize such individuals’ efforts on our behalf in connection with this offering and to provide a retention element to their compensation.

Retirement Savings Opportunities.    All eligible employees will be able to participate in a 401(k) Retirement Savings Plan, or 401(k) plan. We intend to provide this plan to help our employees save some amount of their cash compensation for retirement in a tax efficient manner. Under the 401(k) plan, employees will be eligible to defer a portion of their salary, and we, at our discretion, may make a matching contribution and/or a profit sharing contribution. We do not intend to provide an option for our employees to invest in our shares through the 401(k) plan.

Health and Welfare Benefits.    We intend to provide a competitive benefits package to all full-time employees which is expected to include health and welfare benefits, such as medical, dental, disability insurance and life insurance benefits. The plans under which these benefits will be offered are not expected to discriminate in scope, terms or operation in favor of executive officers and will be available to all full-time employees.

Summary Compensation Table

The following table sets forth on an annualized basis for 2013 the annual base salary and other compensation expected to be payable to each of our executive officers as of the completion of this offering. Our predecessor has entered into, or prior to consummation of this offering will enter into, employment-related arrangements with these executive officers. See “—Employment Agreements.”

Name	Year		Salary ($)(1)		Bonus ($)(2)			Stock Awards ($)(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Chad L. Williams		2013	$	550,000		(2	)	$	$	$	$	$
William H. Schafer		2013	$	350,000		(2	)	$	$	$	$	$
James H. Reinhart		2013	$	350,000		(2	)	$	$	$	$	$
Daniel T. Bennewitz		2013	$	350,000		(2	)	$	$	$	$	$
Jeffrey H. Berson		2013	$	325,000		(2	)	$	$	$	$	$

(1) Salary is presented on an annualized basis.

(2) Bonuses for 2013 will be awarded by our compensation committee after the end of this fiscal year based on a combination of individual and corporate performance.

(3) Reflects the annualized value of restricted stock awards to be granted under our equity incentive plan concurrently with the completion of this offering. These awards will vest ratably over                 years.

2013 Equity Incentive Plan

Prior to the completion of this offering, our board of directors will adopt, and our stockholders will approve, our 2013 Equity Incentive Plan, or equity incentive plan, for the purpose of attracting and retaining non-employee directors, executive officers and other key employees and service providers, including officers and employees of our affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. The equity incentive plan provides for the grant of options

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to purchase shares of common stock, share awards (including restricted shares and share units), stock appreciation rights, performance shares, performance units and other equity-based awards, including LTIP units. We have reserved a total of                 shares of common stock for issuance pursuant to our equity incentive plan (which number includes the                  restricted shares to be issued under our equity incentive plan in connection with this offering and options to acquire              shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to be issued under our equity incentive plan to former holders of Class O LTIP units), subject to certain adjustments set forth in the plan. Each long-term incentive unit issued under the equity incentive plan will count as one share of common stock for purposes of calculating the limit on shares of common stock that may be issued under the plan. This following is a summary of material provisions of the equity incentive plan.

Section 162(m) of the Code.    Section 162(m) of the Code limits publicly held companies to an annual deduction for federal income tax purposes of $1,000,000 for compensation paid to each of their chief executive officer and their three highest compensated executive officers (other than the chief executive officer or the chief financial officer) determined at the end of each year, referred to as covered employees. However, performance-based compensation and compensation meeting applicable transition rule requirements are excluded from this limitation. The equity incentive plan is designed to permit the compensation committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) once the transitional rule requirements are no longer applicable, but it is not required under the equity incentive plan that awards qualify for this exception. Substantially all of the services rendered by our executive officers were performed on behalf of our operating partnership. The IRS has issued a series of private letter rulings indicating that officers of a REIT that serves as its general partner are not subject to limitation under Section 162(m) to the extent such compensation is attributable to services rendered to the operating partnership. Although we have not obtained a ruling on this issue, we believe the position taken in the rulings would apply to our operating partnership as well once the Section 162(m) transitional rule requirements are no longer applicable.

Administration of the Equity Incentive Plan.    The equity incentive plan will be administered by our compensation committee, and the compensation committee will determine all terms of awards under the equity incentive plan. Our compensation committee will also determine who will receive awards under the equity incentive plan, the type of award and its terms and conditions and the number of shares of common stock subject to the award, if the award is equity-based. The compensation committee will also interpret the provisions of the equity incentive plan. During any period of time in which we do not have a compensation committee, the equity incentive plan will be administered by our board of directors or another committee appointed by the board of directors. References below to the compensation committee include a reference to the board of directors or another committee appointed by the board of directors for those periods in which the board of directors or such other committee appointed by the board of directors is acting.

Eligibility.    All of our employees and the employees of our subsidiaries and affiliates, including our operating partnership, will be eligible to receive awards under the equity incentive plan. In addition, our non-employee directors and consultants and advisors who perform services for us and our subsidiaries and affiliates may receive awards under our equity incentive plan, other than incentive stock options. The equity incentive plan provides that no participant in the plan will be permitted to acquire, or will have any right to acquire, shares of common stock thereunder if such acquisition would be prohibited by the stock ownership limits contained in our charter or would impair our status as a REIT. Each member of our compensation committee that administers the equity incentive plan will be both a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act, as amended, and an “outside director” within the meaning of Section 162(m) of the Code.

Share Authorization.    A total of                 shares of common stock may be issued under the equity incentive plan. In connection with share splits, dividends, recapitalizations and certain other

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events, our board will make proportionate adjustments that it deems appropriate in the aggregate number of shares of common stock that may be issued under the equity incentive plan and the terms of outstanding awards. If any options or share appreciation rights terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised or paid or if any share awards, performance shares, performance units or other equity-based awards are forfeited or expire or otherwise terminate without the delivery of any shares of common stock or are settled in cash, the shares of common stock subject to such awards will again be available for purposes of the equity incentive plan.

The maximum number of shares of common stock subject to options or share appreciation rights that may be issued under our equity incentive plan to any person is                 shares in any single calendar year (or                 in the year that the person is first employed). The maximum number of shares that may be issued under the equity incentive plan to any person other than pursuant to an option or share appreciation right is                 shares in any single calendar year (or                 in the year that the person is first employed). The maximum amount that may be earned as an annual incentive award or other cash award in any calendar year by any one person is                 (or                 in the year that the person is first employed) and the maximum amount that may be earned as a performance award or other cash award in respect of a performance period of longer than one year by any one person is                 (or for a performance period beginning with or immediately after the year that the person is first employed).

No awards under the 2013 equity incentive plan were outstanding prior to completion of this offering. The initial awards described above will become effective upon completion of this offering.

Options.    Our equity incentive plan authorizes our compensation committee to grant incentive stock options (under Section 421 of the Code) and options that do not qualify as incentive stock options. The exercise price of each option will be determined by the compensation committee, provided that the price cannot be less than 100% of the fair market value of the shares of common stock on the date on which the option is granted. If we were to grant incentive stock options to any 10% stockholder, the exercise price may not be less than 110% of the fair market value of our shares of common stock on the date of grant.

The term of an option may not exceed ten years from the date of grant. The compensation committee determines at what time or times each option may be exercised and the period of time, if any, after death, disability or other termination of employment during which options may be exercised. Options may be made exercisable in installments. The exercisability of options may be accelerated by the compensation committee. The exercise price of an option may not be amended or modified after the grant of the option, except in connection with certain corporate events, and an option may not be surrendered in consideration of or exchanged for a grant of a new option having an exercise price below that of the option which was surrendered or exchanged without stockholder approval.

The exercise price for any option or the purchase price for restricted shares will be generally payable (i) in cash, (ii) to the extent the award agreement provides, by the surrender of shares of common stock (or attestation of ownership of shares of common stock) with an aggregate fair market value on the date on which the option is exercised of the exercise price, or (iii) to the extent the award agreement provides, by payment through a broker in accordance with procedures established by the Federal Reserve Board.

Share Awards.    The equity incentive plan also provides for the grant of share awards. A share award is an award of shares of common stock that may be subject to restrictions on transferability and other restrictions as our compensation committee determines in its sole discretion on the date of grant.

The restrictions, if any, may lapse over a specified period of time or through the satisfaction of

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conditions, in installments or otherwise, as our compensation committee may determine. A participant who receives a share award will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares, except that the board of directors may require any dividends to be reinvested in shares or may require cash dividends to be paid upon vesting of the underlying shares. During the period, if any, when share awards are non-transferable or forfeitable, a participant will be prohibited from selling, transferring, pledging, exchanging, hypothecating or otherwise disposing of his or her award shares. Our company will retain custody of the certificates and a participant must deliver a stock power to our company for each share award.

Share Appreciation Rights.    Our equity incentive plan authorizes our compensation committee to grant share appreciation rights that provide the recipient with the right to receive, upon exercise of the share appreciation right, cash, shares of common stock or a combination of the two. The amount that the recipient will receive upon exercise of the share appreciation right generally will equal the excess of the fair market value of our common stock on the date of exercise over the shares’ fair market value on the date of grant. Share appreciation rights will become exercisable in accordance with terms determined by our compensation committee. Share appreciation rights may be granted in tandem with an option grant or independently from an option grant. The term of a share appreciation right may not exceed ten years from the date of grant.

Performance Units.    Our equity incentive plan also authorizes our compensation committee to grant performance units. Performance units represent the participant’s right to receive a compensation amount, based on the value of the shares of common stock, if performance goals established by the compensation committee are met. Our compensation committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance unit. Performance goals may relate to our financial performance, the participant’s performance or such other criteria determined by the compensation committee. If the performance goals are met, performance units will be paid in cash, shares of common stock or a combination thereof.

Bonuses.    Cash performance bonuses payable under the equity incentive plan may be based on the attainment of performance goals that are established by the compensation committee and relate to one or more performance criteria described in the plan. Cash performance bonuses granted under the equity incentive plan will be based upon objectively determinable bonus formulas established in accordance with the plan.

Dividend Equivalents.    Our compensation committee may grant dividend equivalents in connection with the grant of any equity-based award. Dividend equivalents may be paid currently or accrued as contingent cash obligations and may be payable in cash, shares of common stock or a combination of the two. Our compensation committee will determine the terms of any dividend equivalents. No dividend equivalent rights may be granted in tandem with an option or stock appreciation right.

Other Equity-Based Awards.    Our compensation committee may grant other types of share-based awards under the equity incentive plan, including LTIP units. Other equity-based awards are payable in cash, shares of common stock or other equity, including LTIP units, or a combination thereof, and may be restricted or unrestricted, as determined by our compensation committee. The terms and conditions that apply to other equity-based awards will be determined by the compensation committee.

LTIP units are a special class of limited partnership units in our operating partnership that are structured to qualify as “profits interests” for tax purposes, with the result that at issuance they have no capital account in the operating partnership. Any LTIP units issued by our operating partnership may be subjected to vesting requirements as determined by the compensation committee of our board of directors.

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Our operating partnership currently has authorized and outstanding two classes of LTIP units—Class RS LTIP units and Class O LTIP units. Following completion of this offering, all outstanding Class O LTIP units will be converted into OP units in accordance with their terms. See “Structure and Formation of our Company.”

Vested Class RS LTIP units receive the same quarterly per unit profit distributions as the other outstanding OP units in our operating partnership. Unvested Class RS LTIP units do not receive distributions until they become vested, at which time they are entitled to distributions plus catch-up distributions for the period during which such units were not vested. Initially, each Class RS LTIP unit will have a capital account of zero, and, therefore, the holder of the Class RS LTIP unit would receive nothing if our operating partnership were liquidated immediately after the Class RS LTIP unit is awarded. However, the partnership agreement requires that “book gain” or economic appreciation in our assets realized by our operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by applicable Treasury Regulations, be allocated first to the Class RS LTIP units until the capital account per Class RS LTIP unit is equal to the capital account per OP unit. The applicable Treasury Regulations and our amended partnership agreement provide that assets of our operating partnership may be revalued upon specified events, including upon additional capital contributions by us or other partners of our operating partnership, upon a distribution by our operating partnership to a partner in redemption of partnership interests, upon the liquidation of the operating partnership or upon a later issuance of additional LTIP units. Each Class RS LTIP unit is convertible by our operating partnership or by the holder into OP units at any time, and upon equalization of the capital account of a Class RS LTIP unit with the per unit capital account of the OP units (and full vesting of the Class RS LTIP unit, if such unit is subject to vesting), the Class RS LTIP unit will be convertible into one OP unit, subject to certain exceptions and adjustments. There is a risk that a Class RS LTIP unit will never become convertible into one OP unit because of insufficient gain realization to equalize capital accounts, and, therefore, the value that a holder will realize for a given number of vested Class RS LTIP units may be less than the value of an equal number of shares of our common stock.

Class O LTIP units do not participate in quarterly per unit profit distributions. Initially, each Class O LTIP unit will have a capital account of zero and, therefore, the holder of the Class O LTIP unit would receive nothing if our operating partnership were liquidated immediately after the Class O LTIP unit is awarded. However, the partnership agreement requires that “book gain” or economic appreciation in our assets realized by our operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by applicable Treasury Regulations, be allocated to the Class O LTIP units (after allocations to the Class RS LTIP units and together with the OP units) until the capital account per Class O LTIP unit is equal to the excess of the capital account per OP unit over the amount of such capital account on the date of issuance of the Class O LTIP unit. Each Class O LTIP unit is convertible by our operating partnership or by the holder into OP units at any time, and upon such equalization of the capital account of a Class O LTIP unit (and full vesting of the Class O LTIP unit, if such unit is subject to vesting and being converted by holder), the Class O LTIP unit will be convertible into a number of OP units equal to (i) the Class O LTIP unit’s capital account divided by (ii) the capital account balance of an OP unit (i.e., in a manner similar to a typical stock appreciation right), subject to certain exceptions and adjustments. There is a risk that a Class O LTIP unit will never become convertible into such amount of OP units because of insufficient gain realization to equalize capital accounts, and, therefore, the value that a holder will realize for a given number of vested Class O LTIP units may be less than the value of an equal number of shares of our common stock.

See “Description of the Partnership Agreement of QualityTech, LP” for a further description of the rights of limited partners in our operating partnership.

Recoupment.    Award agreements for awards granted pursuant to our equity incentive plan may be subject to mandatory repayment by the recipient to us of any gain realized by the recipient to the

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extent the recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for “cause” as defined in our equity incentive plan, applicable award agreement, or any other agreement between us and the grantee. Reimbursement or forfeiture also applies if we are required to prepare an accounting restatement due to our material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws or if an award was earned or vested based on achievement of pre-established performance goals that are later determined, as a result of the accounting restatement, not to have been achieved. Awards are also subject to mandatory repayment to the extent the grantee is or becomes subject to any clawback or recoupment right we may have.

Change in Control.    If we experience a change in control in which outstanding options, share appreciation rights, share awards, performance shares, performance units or other equity-based awards will not be assumed or continued by the surviving entity: (i) all restricted shares will vest, and all share units will vest and the underlying shares will be delivered immediately before the change in control, and (ii) at the board of directors’ discretion either all options and share appreciation rights will become exercisable 15 days before the change in control and terminate upon the consummation of the change in control, or all options, share appreciation rights, restricted shares and share units will be cashed out before the change in control. In the case of performance shares and performance units, if more than half of the performance period has lapsed, the performance shares will be converted into restricted shares based on actual performance to date. If less than half of the performance period has lapsed, or if actual performance is not determinable, the performance shares will be converted into restricted shares assuming target performance has been achieved.

In summary, a change in control under the equity incentive plan occurs if:

Ÿ a person, entity or affiliated group (with certain exceptions) acquires, in a transaction or series of transactions, more than 50% of the total combined voting power of our outstanding securities;

Ÿ we experience a reorganization, merger, consolidation or sale or other disposition of all or substantially all of our assets, unless (i) the holders of our voting shares immediately prior to the merger have at least 50% of the combined voting power of the securities in the surviving entity or its parent in substantially the same proportions as before the transaction, (ii) no person owns 35% or more of the shares of the surviving entity unless such ownership existed before the transaction, and (iii) at least a majority of the members of the board of the surviving entity were members of our incumbent board when the transaction was approved;

Ÿ we are liquidated or dissolved; or

Ÿ individuals who, when the plan is adopted, constitute our board of directors cease for any reason to constitute a majority of our board of directors, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this purpose.

Amendment; Termination.    Our board of directors may amend or terminate the equity incentive plan at any time; provided that no amendment may adversely impair the benefits of participants with outstanding awards. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the plan. Unless terminated sooner by our board of directors or extended with stockholder approval, the equity incentive plan will terminate on the tenth anniversary of the adoption of the plan.

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2010 Equity Incentive Plan

On May 26, 2010, the board of directors of our operating partnership’s then-general partner approved the QualityTech, LP 2010 Equity Incentive Plan, or the 2010 Plan, for the purpose of granting awards of unit options, restricted units and profits interests in the operating partnership to employees, directors and other service providers of the operating partnership. We will make no further awards under the 2010 Plan. Upon the completion of this offering, the only awards that will remain outstanding under the 2010 Plan are expected to be 176,250 Class RS LTIP units.

Upon completion of this offering, the 2010 Plan will be administered by our board of directors, and the board will interpret the provisions of the 2010 Plan. Our board of directors may amend or terminate the 2010 Plan at any time; provided that no amendment may adversely impair the benefits of participants with outstanding awards. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Unless terminated sooner by our board of directors or extended with stockholder approval, the equity incentive plan will terminate on the tenth anniversary of the adoption of the plan.

The outstanding Class RS LTIP units, which were first granted in 2010, are subject to four-year time and performance vesting, provided that the performance vested units will automatically vest in full on March 1, 2016 if not previously vested. In the event of a change of control (as defined in the 2010 Plan) of the operating partnership, any unvested Class RS LTIP units will become immediately vested.

A “change in control” under the 2010 Plan occurs if:

Ÿ A person, entity or affiliated group (with certain exceptions) acquires beneficial ownership, directly or indirectly, of 50% or more of the voting power of QualityTech’s outstanding voting securities;

Ÿ During any period of twelve months, individuals who at the beginning of the period constitute the board of directors of the operating partnership’s then-general partner and any new director whose election was approved by vote of at least a majority of the directors then in office, cease to constitute at least a majority of the board of directors of operating partnership’s then-general partner;

Ÿ The partners of the operating partnership approve a merger with any other entity other than a merger which results in voting securities of the operating partnership outstanding immediately before the merger continuing to represent at least 50.1% of the voting power of the operating partnership or the entity surviving the merger; or

Ÿ There is a sale or disposition by the operating partnership of all or substantially all of its assets.

Employment Agreements

We have entered into employment agreements with each of Messrs. Williams, Schafer, Reinhart, Bennewitz and Berson and Ms. Goza.

Williams Employment Agreement

Mr. Williams’ employment agreement will provide for a three-year term with automatic renewal terms of one year, unless either party gives a non-renewal notice within a specified time frame. Mr. Williams will be obligated to devote substantially all of his business time and effort to performance

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of his duties to us, provided that he will be permitted to engage in other specified activities, including engaging in civic, charitable and religious activities and management of personal investments and affairs, including active involvement in real estate or other investments not involving data centers in any material respect, in each case so long as such activities do not materially and adversely interfere with Mr. Williams’ discharge of his duties and obligations to us.

Mr. Williams’ employment will provide for a base salary of $550,000, a bonus opportunity targeted at 100% of base salary for targeted performance, with additional amounts being paid for exceptional performance as determined by the Compensation Committee, and paid vacation of 25 days or the number of days granted to any other executive, whichever is greater. In addition, upon termination of Mr. Williams’ employment agreement, other than as a result of a termination for “cause” or a resignation without “good reason,” as those terms are defined in the employment agreement, Mr. Williams will, upon execution of a release acceptable to us, be eligible to receive the following benefits in addition to his then-accrued compensation (as defined below):

Ÿ a lump sum cash payment equal to the sum of (A) two times his then current base salary and (B) two times his annual bonus for the year of termination, calculated assuming achievement of all performance goals necessary to achieve the maximum bonus level;

Ÿ full vesting of his equity awards; and

Ÿ the right to continued participation by Mr. Williams and his family members, for a period of 24 months, in our group health plans (or, if the same is not permitted by law or the terms of the plan, reimbursement of the cost of equivalent coverage), subject to reimbursement by Mr. Williams of the cost of such participation by his extended family members.

In the event Mr. Williams is terminated other than as a result of a termination for cause or a resignation without good reason within two years following a “change in control,” Mr. Williams will be eligible to receive the severance compensation set forth above, provided that (1) the payment set forth in the first bullet point set forth above will be calculated with a three times multiple, and (2) Mr. Williams also will be entitled to one year of outplacement services and support. In the event Mr. Williams is terminated as a result of death or disability, he will be eligible to receive the severance compensation set forth above, provided that the payment set forth in the first bullet point set forth above will be calculated with a one times multiple.

Pursuant to Mr. Williams’ employment agreement, we will provide standard company health insurance to cover Mr. Williams and members of his immediate family (and, if coverage of his immediate family is not permitted by law or the terms of the plan, he will be reimbursed for the cost of equivalent coverage). We also will provide standard company health insurance to cover specified members of Mr. Williams’ extended family, provided that Mr. Williams will reimburse us for the cost of such coverage. In addition, Mr. Williams may from time to time seek assistance from two of our employees for personal accounting and financial matters. To the extent that Mr. Williams utilizes other employees for matters unrelated to our business, such arrangements will be in accordance with established procedures, including reimbursement of the reasonable value associated with any material use.

Mr. Williams’ employment agreement generally will define “change in control” as (i) the acquisition by a person, entity or affiliated group, in a transaction or series of transactions, of at least 30% of the total combined voting power of our outstanding securities, (ii) individuals who, at the beginning of any 12 month period, constitute our board of directors cease for any reason to constitute a majority of our board of directors at the end of such 12 month period, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this

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purpose, (iii) a merger, consolidation or recapitalization following which voting securities prior to the transaction continue to represent more than 70% of our voting securities after the transaction, or (iv) a sale of all or substantially all of our assets.

Mr. Williams’ employment agreement will provide that, during the term and for a period of one year following his termination, Mr. Williams will not (a) directly or indirectly, engage in any business involving the development, construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed services in the United States, whether such business is conducted by the executive individually or as a principal, partner, member, stockholder, joint venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any person or (b) own any interests in any data center facilities, colocation facilities or managed service providers in the United States, other than up to five percent of the outstanding shares of any public company. Moreover, Mr. Williams’ employment agreement also will provide that, during the term and for a one-year period following his termination, he will not solicit any of our customers for data center space within the United States, encourage any of our customers to reduce their patronage of us, solicit or hire any of our current employees or independent contractors, or encourage any of our employees or independent contractors to terminate their employment with, or cease rendering services to, us. In addition, Mr. Williams’ employment agreement will provide for a confidentiality covenant on the part of Mr. Williams and a covenant that both we and Mr. Williams agree not to talk about or otherwise communicate to any third parties in a malicious, disparaging or defamatory manner regarding the other.

Schafer Amended and Restated Employment Agreement

Mr. Schafer’s amended and restated employment agreement will provide for an initial term expiring March 31, 2016 with automatic renewal terms of one year, unless either party gives a non-renewal notice within a specified time frame. Mr. Schafer will be obligated to devote substantially all of his business time and effort to performance of his duties to us, provided that he will be permitted to engage in other specified activities, including civic, charitable and religious activities and management of personal investments and affairs, so long as such activities do not materially and adversely interfere with Mr. Schafer’s discharge of his duties and obligations to us.

Our employment agreement with Mr. Schafer will provide for a base salary of $350,000, a bonus opportunity targeted at 100% of base salary for threshold performance, with additional amounts being paid for exceptional performance as determined by the Compensation Committee, and four weeks’ paid vacation. In addition, upon termination of Mr. Schafer’s employment agreement, other than as a result of a termination for “cause,” a resignation without “good reason” or a termination following death or disability, as each of those terms are defined in the employment agreement, Mr. Schafer will, upon execution of a release acceptable to us, be eligible to receive the following benefits in addition to his then-accrued compensation (as defined below):

Ÿ a lump sum cash payment equal to the sum of (A) one times his then current base salary, (B) his prorated bonus for the year of termination, and (C) one times his annual bonus for the year of termination, calculated assuming achievement of all performance goals necessary to achieve the maximum bonus level;

Ÿ solely in the case of termination without cause or with good reason, vesting of any equity awards that otherwise would have vested during the term in which the termination occurred;

Ÿ solely in the case of death or disability, full vesting of equity awards; and

Ÿ continued coverage under our health insurance plans for one year following termination (provided that if such continuation is not possible, we will reimburse an amount equal to the

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cost of health insurance coverage for Mr. Schafer and his family for one year following his termination that is substantially similar to the coverage provided to Mr. Schafer under our health insurance plans prior to his termination) and reimbursement of premiums for any subsequent COBRA continuation coverage.

In the event Mr. Schafer’s employment is terminated because we elect not to renew his employment agreement, then Mr. Schafer will be deemed to have been terminated without cause and eligible to receive the severance payments set forth above. In addition, in the event Mr. Schafer is terminated other than as a result of a termination for cause or a resignation without good reason within two years following a “change in control,” he will be eligible to receive the following benefits in addition to his then-accrued compensation (as defined below):

Ÿ a lump sum cash payment equal to the sum of (A) two times his then current base salary and (B) two times his annual bonus for the year of termination, calculated assuming achievement of all performance goals necessary to achieve the maximum bonus level;

Ÿ reimbursement of the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of Mr. Schafer’s termination or, if greater, on the date on which the change in control occurred, until the earlier of (x) the date on which Mr. Schafer becomes eligible to receive substantially the same or greater benefits from another employer or (y) the second anniversary of the date of his termination; and

Ÿ one year of outplacement services and support.

Mr. Schafer’s employment agreement generally defines “change in control” as (i) the acquisition by a person, entity or affiliated group, in a transaction or series of transactions, of at least 30% of the total combined voting power of our outstanding securities, (ii) individuals who, at the beginning of any 12 month period, constitute our board of directors cease for any reason to constitute a majority of our board of directors at the end of such 12 month period, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this purpose, (iii) a merger, consolidation or recapitalization following which voting securities prior to the transaction continue to represent more than 70% of our voting securities after the transaction, or (iv) a sale of all or substantially all of our assets.

Mr. Schafer’s employment agreement will provide that, during the term and for a period of one year following his termination, he may not, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other company, corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing data centers, other than the ownership of up to five percent of the outstanding shares of any public company. Moreover, Mr. Schafer’s employment agreement will provide that, during the term and for a one-year period following his termination, he will not solicit any of our customers for data center space within the United States, encourage any of our customers to reduce their patronage of us, solicit or hire any of our current employees or independent contractors or former employees or independent contractors who left employment within the prior year, or encourage any of our employees or independent contractors to terminate their employment with, or cease rendering services to, us. In addition, Mr. Schafer’s employment agreement will provide for a confidentiality covenant on the part of Mr. Schafer and a covenant that both we and Mr. Schafer agree not to talk about or otherwise communicate to any third parties in a malicious, disparaging or defamatory manner regarding the other.

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Reinhart, Bennewitz, Berson and Goza Employment Agreements

The employment agreements of Messrs’ Reinhart, Bennewitz and Berson and Ms. Goza provide or will provide for a two-year term with automatic renewal terms of one year, unless either party gives a non-renewal notice within a specified time frame. The executive is or will be obligated to devote substantially all of his or her business time and effort to performance of his duties to us, provided that he or she is or will be permitted to engage in other specified activities, including civic, charitable and religious activities and management of personal investments and affairs, so long as such activities do not materially and adversely interfere with his or her discharge of his duties and obligations to us.

Our employment agreements with each of Messrs’ Reinhart, Bennewitz and Berson and Ms. Goza provide or will provide for base salaries of $350,000, $350,000, $325,000 and $250,000, respectively, a bonus opportunity equal to 50% of base salary and four weeks’ paid vacation. In addition, upon termination of these employment agreements, other than as a result of a termination for “cause” or a resignation without “good reason,” as those terms are defined in each employment agreement, the executive will, upon execution of a release acceptable to us, be eligible to receive the following benefits in addition to his or her then-accrued compensation (as defined below):

Ÿ a lump sum cash payment equal to the sum of (A) one times his or her then current base salary, (B) one times his or her target bonus for the year of termination, and (C) solely in the case of Mr. Berson, if his initial equity award has not been made, a sum of $650,000;

Ÿ a lump sum cash payment equal to all bonus amounts earned but not yet paid for the year prior to the year of termination;

Ÿ vesting of any equity awards that otherwise would have vested during the term in which the termination occurred;

Ÿ solely in the case of Mr. Berson, full vesting of his initial equity awards;

Ÿ reimbursement of premiums for COBRA continuation coverage; and

Ÿ one year of outplacement services and support.

In the event of termination for death or disability, executive will receive full vesting of his or her equity awards.

In the event we elect not to renew the initial term of Mr. Reinhart’s or Mr. Bennewitz’s employment agreement, he will be deemed to have been terminated without cause and eligible to receive the severance payments set forth above. Similarly, in the event we elect not to renew the initial term or the next renewal term of Mr. Berson’s employment agreement, he will be deemed to have been terminated without cause and eligible to receive the severance payments set forth above.

The employment agreements of Messrs. Reinhart, Bennewitz and Berson and Ms. Goza provide or will provide that, during the term and for a period of one year following the executive’s termination, the executive will not (a) directly or indirectly, engage in any business involving the development, construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed services, whether such business is conducted by the executive individually or as a principal, partner, member, stockholder, joint venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any person or (b) own any interests in any data center facilities, colocation facilities or managed service providers, in each case in the United States, other than up to five percent of the outstanding shares of any public company. Moreover, each of these employment agreements provides or will provide that, during the term and for a one-year period following the executive’s termination, the executive will not solicit any of our customers for data center space within the United States, encourage any of our customers to reduce their patronage of us, solicit or hire any of our

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current employees or independent contractors or former employees or independent contractors who left employment within the prior year, or encourage any of our employees or independent contractors to terminate their employment with, or cease rendering services to, us. In addition, each of these employment agreements provides or will provide for a confidentiality covenant on the part of the executive and a covenant that both we and the executive agree not to talk about or otherwise communicate to any third parties in a malicious, disparaging or defamatory manner regarding the other.

Regardless of the reason for any termination of employment, each of our executive officers who is a party to an employment agreement, including Mr. Williams and Mr. Schafer, will be entitled to receive the following upon termination, which is referred to above as “accrued compensation”: (a) the executive’s salary hereunder through the termination date to the extent not theretofore paid; (b) the amount of any accrued but unused vacation pay; (c) any business expense reimbursements incurred by the executive as of the termination date and duly submitted for reimbursement; and (d) any performance bonus or discretionary bonus that has been earned or declared for a bonus period ending before the termination date but not paid before the termination date.

401(k) Plan

Upon completion of this offering, we intend to continue an existing tax qualified retirement plan, or 401(k) Plan, that provides employees with an opportunity to save for retirement on a tax advantaged basis. Employees will be able to participate in the 401(k) Plan after 60 days of employment and are able to defer compensation up to the limits established by the Internal Revenue Service. We currently match 25% of the employees’ contributions up to a maximum match contribution of 4% of the employee’s salary. Our contributions vest over time. The employee contributions and our match will be invested in selected investment alternatives according to the employees’ directions. The 401(k) Plan and its trust are intended to qualify under Sections 401(a) and 501(a) of the Code as a tax qualified retirement plan. Contributions to the 401(k) Plan and earnings on those contributions are not taxable to the employee until distributed from the 401(k) Plan and matching contributions are deductible by us when made subject to applicable Code limits.

Potential Payments Upon Termination or Change-in-Control

The amount of compensation payable to our named executive officers upon voluntary termination by the executive for good reason (including following changes of control), termination by us without good reason (including following changes of control), and termination in the event of permanent disability or death of the executive is set forth below in the section of this prospectus entitled “Executive Compensation—Employment Agreements.” The compensation payable to our named executive officers upon such terminations will be paid in a single lump sum. The other benefits will be conditioned upon the executive’s continued compliance with the non-competition, non-solicitation, confidentiality and other covenants contained in the employment agreement. All of the foregoing benefits are conditioned upon the executive’s execution of a general release of claims.

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The following table summarizes the potential cash payments and estimated equivalent cash value of benefits that will be generally owed to our named executive officers under the terms of their employment agreements described above upon termination of those agreements under various scenarios as of December 31, 2013:

Name	Without Cause/ For Good Reason(1)(2)	Without Cause/ For Good Reason upon a Change in Control(1)(2)	Death/ Disability
Chad L. Williams	$	$	$
William H. Schafer	$	$	$
James H. Reinhart	$	$	$
Daniel T. Bennewitz	$	$	$
Jeffrey H. Berson	$	$	$

(1) Includes annualized 2013 salary. Reflects the potential bonus under the employment agreement for each executive.

(2) Excludes the value of (i) health benefit continuation for                 months and (ii) unvested restricted shares of common stock grants that would vest upon each termination.

Director Compensation

Excluding our predecessor, we have not paid any cash compensation or granted any equity-based awards to any of the members of our board of directors. Upon completion of this offering, each of our non-employee directors, other than Mr. Miller, Mr. Westhead and Ms. Kinney, will receive an initial grant of                 shares of common stock (based on the mid-point of the price range on the front cover of this prospectus), which are expected to vest one year after the date of grant. Mr. Miller, Mr. Westhead and Ms. Kinney previously received grants of Class O LTIP units in connection with joining the board of our predecessor’s general partner. Thereafter, each of our non-employee directors will receive an additional grant of shares of common stock in the amount of $100,000 for each year of service, which are expected to vest ratably over                 years, and an annual cash retainer of $50,000 for services as a director. Our lead independent director will receive an annual cash retainer of $            . Each committee member will receive an additional $5,000 cash retainer; provided that the chairs of the audit, compensation and nominating and corporate governance committees will receive an additional annual cash retainer of $15,000. Each non-employee director will be entitled to elect to receive their annual retainers in cash or shares of common stock. Directors who are employees of our company or our subsidiaries, or are otherwise not considered to be independent under the applicable rules of the NYSE, will not receive compensation for their services as directors. All of our directors will be reimbursed for their out-of-pocket expenses incurred in connection with the performance of board duties.

Outside Business Interests

Mr. Williams and his affiliates will continue to own various interests in certain real estate assets, none of which (other than the Overland Park data center, which we currently lease) contain any data centers or competes with our data center properties. Mr. Williams’ and his affiliates’ interests including the following:

Ÿ the office building located in Overland Park, Kansas at which we currently lease the Overland Park data center and office space for our corporate headquarters; for a description of this lease, see “Certain Relationships and Related Party Transactions—Office and Data Center Lease”;

Ÿ two office buildings located in Tucson, Arizona that are leased to the National Park Service and the Federal Bureau of Investigations;

Ÿ an office building located in Independence, Missouri that is leased to the U.S. General Services Administration for the National Parks Service; and

Ÿ a building in Roseville, California that is leased to one tenant and two adjoining vacant lots.

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In addition, Mr. Williams and his affiliates will continue to own various interests in and operate certain non-real estate businesses, including:

Ÿ Quality Office Interiors, Inc., or Quality Office, which is an office equipment sales company;

Ÿ Quality Auto Group, Inc., or Quality Auto, which is an auto sales and brokerage company;

Ÿ Quality Lease & Finance, L.L.C., or Quality Lease & Finance, which is an equipment leasing company; and

Ÿ Quality Auto Brokers, Inc., or Quality Auto Brokers, which is an auto sales and brokerage company.

Mr. Williams will agree in his employment agreement to dedicate substantially all of his time to our company. See “Management—Employment Agreements.”

Limitation of Liability and Indemnification Agreements

We intend to enter into indemnification agreements with each of our executive officers and directors that will obligate us to indemnify them to the maximum extent permitted by Maryland law. The form of indemnification agreement will provide that:

Ÿ if a director or executive officer is a party or is threatened to be made a party to any proceeding by reason of such director’s or executive officer’s status as a director, officer or employee of our company, we must indemnify such director or executive officer for all reasonable expenses and liabilities actually incurred by him or her, or on his or her behalf, unless it has been established that:

Ÿ the act or omission of the director or executive officer was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty;

Ÿ the director or executive officer actually received an improper personal benefit in money, property or services; or

Ÿ with respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe that his or her conduct was unlawful;

provided, however, that we will (i) have no obligation to indemnify such director or executive officer for a proceeding by or in the right of our company, for reasonable expenses and liabilities actually incurred by him or her, or on his or her behalf, if it has been adjudged that such director or executive officer is liable to us with respect to such proceeding and (ii) have no obligation to indemnify or advance expenses of such director or executive officer for a proceeding brought by such director or executive officer against the company, except for a proceeding brought to enforce indemnification under Section 2-418 of the MGCL or as otherwise provided by our bylaws, our charter, a resolution of the board of directors or an agreement approved by the board of directors. Under the MGCL, a Maryland corporation may not indemnify a director or officer in a suit by or in the right of the corporation in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received.

Upon application of a director or executive officer of our company to a court of appropriate jurisdiction, the court may order indemnification of such director or executive officer if:

Ÿ the court determines that such director or executive officer is entitled to indemnification under Section 2-418(d)(1) of the MGCL, in which case the director or executive officer shall be entitled to recover from us the expenses of securing such indemnification; or

Ÿ the court determines that such director or executive officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or

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executive officer has met the standards of conduct set forth in Section 2-418(b) of the MGCL or has been adjudged liable for receipt of an “improper personal benefit” under Section 2-418(c) of the MGCL; provided, however, that our indemnification obligations to such director or executive officer will be limited to the expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with any proceeding by or in the right of our company or in which the officer or director shall have been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL.

Notwithstanding, and without limiting any other provisions of the indemnification agreements, if a director or executive officer is a party or is threatened to be made a party to any proceeding by reason of such director’s or executive officer’s status as our director, officer or employee, and such director or executive officer is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such proceeding, we must indemnify such director or executive officer for all expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter, including any claim, issue or matter in such a proceeding that is terminated by dismissal, with or without prejudice.

We must pay all indemnifiable expenses in advance of the final disposition of any proceeding if the director or executive officer furnishes us with a written affirmation of the director’s or executive officer’s good faith belief that the standard of conduct necessary for indemnification by us has been met and a written undertaking to reimburse us if a court of competent jurisdiction determines that the director or executive officer is not entitled to indemnification. In addition, with respect to any director, we will be the indemnitor of first resort to the extent that such director simultaneously is entitled to indemnification from General Atlantic with respect to any of the same matters for which we are obligated to provide indemnification pursuant to the applicable indemnification agreement.

In addition to the indemnification agreements, our charter and bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any of our present or former directors or officers who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (2) any individual who, while serving as our director or officer and at our request, serves or has served another corporation, REIT, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise, and who is made or threatened to be made a party to the proceeding by reason of his service in that capacity.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy. Prior to the -day anniversary of the date of this prospectus (subject to potential extension or early termination), the sale of any shares under such plan would be subject to the lock-up agreement that the director or executive officer has entered into with the underwriters.

Compensation Committee Interlocks and Insider Participation

Upon completion of this offering and our formation transactions, we do not anticipate that any of our executive officers will serve as a member of a board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or compensation committee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Formation Transactions

Prior to or concurrently with the completion of this offering, we will consummate a series of transactions pursuant to which we will become the sole general partner and majority owner of QualityTech, LP, our predecessor, which then will become our operating partnership. As part of these transactions, General Atlantic REIT, Inc., or GA REIT, the current holder of a majority of the limited partnership interests in our operating partnership, will merge with and into us and we will succeed to GA REIT’s majority limited partnership interest in our operating partnership. GA REIT owns no assets other than its interest in our operating partnership. Pursuant to this merger, we will issue                 shares of our Class A common stock to General Atlantic, which is the sole common shareholder of GA REIT, and $105,000 in cash (plus accumulated dividends, if any) will be paid to the preferred shareholders of GA REIT, in each case as consideration for their shares of GA REIT. In addition, Mr. Williams will contribute to our operating partnership all of his ownership interests in QualityTech GP, LLC, our predecessor’s general partner, in exchange for 1,000 OP units. Following this contribution, we will be the general partner of our operating partnership and will dissolve QualityTech GP, LLC. Finally, we will issue an aggregate of                 shares of our Class B common stock to Mr. Williams in exchange for an equivalent number of OP units held by him.

We did not obtain any independent third-party appraisals of the properties or other assets currently owned by our operating partnership. Therefore, the actual value of the shares of Class A common stock and Class B common stock and OP units to be issued by us and our operating partnership in our formation transactions ultimately will be determined at pricing based on the initial public offering price of our Class A common stock. For information regarding the determination of the initial public offering price of our Class A common stock, see “Structure and Formation of Our Company—Determination of Offering Price.”

Merger Agreement

We will acquire a majority of the outstanding limited partnership interests in our operating partnership pursuant to a merger agreement between us and GA REIT. GA REIT is an existing partner in our operating partnership, and its sole asset is its interests in our predecessor. The sole common stockholder of GA REIT is General Atlantic. Pursuant to the merger agreement, GA REIT will merge with and into us and we will remain as the surviving entity in a transaction intended to be tax-free for General Atlantic and us. We will succeed to all of GA REIT’s limited partnership interests in our operating partnership. As a result of this merger agreement, General Atlantic will receive                 shares of our Class A common stock, and the preferred shareholders of GA REIT will receive cash. The merger is subject to all of the terms and conditions of the applicable merger agreement, including the completion of this offering.

Contribution Agreement

Our operating partnership will acquire all of the membership interests in QualityTech GP, LLC, or the Predecessor GP, the current general partner of our operating partnership, pursuant to a contribution agreement with Chad L. Williams, our Chairman and Chief Executive Officer, the sole member of the Predecessor GP. Pursuant to this contribution agreement, Mr. Williams will contribute all of the outstanding membership interests in the Predecessor GP to our operating partnership in exchange for 1,000 OP units. The sole asset of the Predecessor GP is 1,000 limited partnership units in our operating partnership, and after consummation of the formation transactions, we will dissolve the Predecessor GP. Immediately prior to this contribution, we will be admitted as the general partner of our operating partnership. This contribution is subject to all of the terms and conditions of the contribution agreement, including the completion of this offering.

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Williams Exchange

Mr. Williams has elected to exchange (in a taxable transaction) one OP unit out of every 50 OP units owned by him, his family members or entities owned by or for the benefit of them immediately prior to the commencement of this offering for shares of our Class B common stock on a one-for-one basis. The OP units exchanged will represent 2% of Mr. Williams’ outstanding OP units. Each outstanding share of Class B common stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Class B common stock will vote together as a single class and receive the same dividends per share. The Class B common stock automatically converts into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder. Our Class B common stock is designed to give Mr. Williams the right to vote that is proportional his economic interest in our company on a fully diluted basis.

Incentive Awards

In connection with our formation transactions, we expect to adopt a cash and equity-based incentive award plan for our directors, officers, employees and consultants. We expect that an aggregate of                 shares of our Class A common stock and OP units will be available for issuance under awards granted pursuant to our equity incentive plan. Upon completion of this offering, we intend to grant an aggregate of                 restricted shares of our common stock (based on the mid-point of the price range set forth on the cover of this prospectus), subject to certain vesting requirements, to our directors and executive officers. See “Management—Executive Compensation—2013 Equity Incentive Plan.” In addition, in order to preserve the economic position of the holders of our Class O LTIP units and provide additional incentives, we will convert our outstanding Class O LTIP units into OP units equal in value to the “in the money” portion of such Class O LTIP units, and we will grant to each former holder of Class O LTIP units options to purchase a number of shares of our Class A common stock equal to the number of such holder’s converted Class O LTIP units, which will result in an aggregate grant of options to acquire                  shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) upon the closing of this offering with an exercise price equal to the public offering price of our Class A common stock in this offering. See “Structure and Formation of Our Company—Formation Transactions.”

Tax Protection Agreement

We will enter into a tax protection agreement with Chad L. Williams, our Chairman and Chief Executive Officer, and his affiliates and family members who own OP units pursuant to which we will agree to indemnify them against certain tax liabilities resulting from: (1) the sale, exchange, transfer, conveyance or other disposition of our Atlanta Metro, Suwanee or Santa Clara data centers in a taxable transaction prior to January 1, 2026, referred to as the protected period; (2) causing or permitting any transaction that results in the disposition by Mr. Williams or his affiliates and family members who own OP units of all or any portion of their interests in the operating partnership in a taxable transaction during the protected period; or (3) our failure prior to the expiration of the protected period to maintain approximately $150 million of indebtedness that would be allocable to Mr. Williams and his affiliates for tax purposes or, alternatively, failing to offer Mr. Williams and his affiliates and family members who own OP units the opportunity to guarantee specific types of the operating partnership’s indebtedness in order to enable them to continue to defer certain tax liabilities. The aggregate built-in gain on the subject properties upon completion of this offering that would be allocable to Mr. Williams and his affiliates is estimated to be approximately $205 million.

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Partnership Agreement

Concurrently with the completion of this offering, we will enter into an amended and restated operating partnership agreement with the continuing investors that own limited partnership units in our operating partnership. See “Description of the Partnership Agreement of QualityTech, LP.” Upon completion of this offering, limited partners in our operating partnership (other than us) will own approximately     % of our operating partnership. Pursuant to the operating partnership agreement, holders of OP units will have the right beginning on the date that is the later of (1) 12 months from the beginning of the first full calendar month following the completion of this offering and (2) the date of issuance of the OP units to require our operating partnership to redeem all or part of their OP units for cash equal to the then-current market value of an equal number of shares of our Class A common stock (determined in accordance with and subject to adjustment under the partnership agreement), or, at our election, to exchange their OP units for shares of our Class A common stock on a one-for-one basis subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section entitled “Description of Securities—Restrictions on Ownership and Transfer.” Additionally, pursuant to the operating partnership agreement, holders of vested Class O LTIP units and vested Class RS LTIP units may convert their units into a certain number of OP units in accordance with their terms. See “Description of the Partnership Agreement of QualityTech, LP.” Our continuing investors who hold OP units will receive registration rights with respect to the shares of our Class A common stock that may be issued to them upon the exchange of their OP units. See “Registration Rights” below and “Shares Eligible for Future Sale—Registration Rights.”

Registration Rights

New Registration Rights Agreement

Upon completion of this offering, we will enter into a registration rights agreement with our continuing investors, including certain of our directors and executive officers. Under the registration rights agreement, subject to certain limitations, during the period beginning 15 days prior to the date those individuals are first permitted to redeem their OP units pursuant to the amended partnership agreement and ending 15 days thereafter, we will file one or more registration statements covering the issuance to them of shares of our Class A common upon redemption of their OP units (collectively, the “registrable shares”). We have agreed to use our reasonable best efforts to cause each shelf registration statement to be declared effective as soon as practicable after it is filed.

We have also agreed to indemnify the persons receiving rights against specified liabilities, including certain potential liabilities arising under the Securities Act or the Exchange Act, or to contribute to the expenses incurred or the payments such persons may be required to make in respect thereof. We have agreed to pay all of the expenses relating to the registration and any underwritten offerings of such securities, including, without limitation, all registration, listing, filing and stock exchange or FINRA fees, all fees and expenses of complying with securities or “blue sky” laws, all printing expenses, all fees of counsel and independent public accountants retained by us and the cost of any liability insurance or other premiums for insurance obtained in connection with any shelf registration statement pursuant to the registration rights agreement. The holder will be responsible for underwriting discounts and commissions, any out-of-pocket expenses (including disbursements of such holder’s counsel, accountants and other advisors) and any transfer taxes related to the sale or disposition of the shares.

Existing Registration Rights Agreements.

General Atlantic and Chad L. Williams, our Chairman and Chief Executive Officer, each is a party to a separate registration rights agreement. Under those registration rights agreements, beginning 180 days after the completion of an IPO, General Atlantic and Mr. Williams have demand rights to require us to file a new registration statement and prospectus providing for the sale by such holders of some or

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all of their shares, provided that (i) unless the holder is registering all of its shares, the shares to be registered in any registration must have an aggregate offering price of at least $5 million, (ii) the holders may make only four such demands, and (iii) we are not required to affect more than two such demands in any 12 month period. The holders may require us to use our reasonable best efforts to cause any such demand registration to be in the form of an underwritten offering. We may satisfy this obligation by causing the requested shares to be included as part of an existing shelf registration statement that we then have on file with (and that has been declared effective by) the SEC.

In addition to the foregoing, if we file a registration statement with respect to an offering for our own account or on behalf of a holder of our common stock, each of General Atlantic and Mr. Williams will have the right, subject to certain limitations, to register such number of registrable shares held by it or him as each such holder requests. With respect to underwritten offerings, we will not be required to include any shares of a holder in the offering unless the holder accepts the terms of the offering as agreed between us and the underwriter, and then only in such amount as the underwriter believes will not jeopardize the success of the offering.

The existing registration rights agreement with Mr. Williams also provides that, subject to certain limitations, we will use commercially reasonable efforts to file, during the period beginning 15 days prior to the date Mr. Williams is first permitted to redeem his OP units pursuant to the operating partnership’s partnership agreement and ending 15 days thereafter, a registration statement registering the issuance to Mr. Williams of the Class A common stock issued to Mr. Williams upon redemption of his OP units. We have agreed to use commercially reasonable efforts to keep the registration statement continuously effective until Mr. Williams no longer owns any OP units.

Upon completion of this offering, we will enter into amended and restated registration rights agreements with each of General Atlantic and Mr. Williams that amend and restate the existing registration rights agreements to correctly reflect our structure following the formation transactions.

Office and Data Center Lease

Our operating partnership leases approximately 30,000 square feet of office space and common area to house our corporate headquarters and approximately 2,500 square feet of raised floor operating NRSF data center space at the J. Williams Technology Center, which is a 38,000 square foot Class A office and technology building located at 12851 Foster Street in Overland Park, Kansas. The J. Williams Technology Centre is owned by an entity controlled by Chad L. Williams, our Chairman and Chief Executive Officer. The lease was entered into in January 2009, expires in January 2019 and has one five-year automatic renewal term. We pay monthly rent of approximately $86,000 under the lease, plus our pro rata share of certain repair and maintenance expenses relating to the leased premises. We believe that the terms of this lease are fair and reasonable and reflect the terms we could expect to obtain in an arm’s length transaction for comparable space elsewhere in Overland Park, Kansas.

Business with Williams Family Companies

Mr. Williams and his affiliates will continue to own various interests in and operate certain non-real estate businesses, including Quality Office, an office equipment sales company, Quality Auto, an auto sales and brokerage company, Quality Lease & Finance, an equipment leasing company, and Quality Auto Brokers, an auto sales and brokerage company.

From time to time, we have made purchases of office equipment from Quality Office through individual purchase orders in the ordinary course of business. For each such order, we paid a design fee to Quality Office equal to 15% of the cost of such order, and paid the cost of such order directly to

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the vendor (although until August 2012 our predecessor paid the entire purchase price to Quality Office and Quality Office paid the vendor). We believe that these purchase terms are fair and reasonable and reflect the terms we could expect to obtain in an arm’s length transaction with another vendor. In 2012, the total amount paid by our predecessor to Quality Office was $843,000. In August 2013, we entered into an agreement with Quality Office pursuant to which we will continue to pay a 15% design fee and directly pay the costs of each order to the vendor. Quality Office is 100% owned by Mr. Williams.

We also may, from time to time, make purchases from or enter into leasing contracts with Quality Lease & Finance. In addition, our predecessor has purchased vehicles from Quality Auto and Quality Auto Brokers in the past; however, we do not expect to make any future purchases from these companies. In 2012, the total amounts paid to these companies in the aggregate was less than $120,000. Quality Lease and Finance and Quality Auto are 100% owned by Mr. Williams, and Quality Auto Brokers is 100% owned by James L. Williams, the father of Mr. Williams.

Because we are not a party to any on-going contracts with these companies, and because we may enter into any of these transactions from time to time, the amount and terms of any future transactions between these companies and us are not currently determinable. Any such future transactions would require the approval of our disinterested directors.

Employment Agreements

We have entered into employment agreements with each of Messrs. Williams, Schafer, Reinhart, Bennewitz and Berson and Ms. Goza. For a description of the terms of these employment agreements, see “Management—Employment Agreements.”

Charter Aircraft Flex Arrangements

Quality Development Services, LLC, which is 100% owned by Mr. Williams, is a party to a Walk Away Lease Agreement with Bombardier Aerospace Corporation for a private aircraft service. From time to time, certain of our officers, directors and designated employees use the aircraft provided through this lease for business purposes. We reimburse Quality Development Services, LLC for its costs for the time the aircraft is used by our officers, directors and designated employees. In 2012, this amount totaled approximately $159,000. In August 2013, we entered into an agreement with Quality Development Services, LLC pursuant to which we will continue to reimburse Quality Development Services, LLC for the use of the aircraft by our officers, directors and designated employees.

Intellectual Property

We will enter into a license agreement with QGC, which is owned by Chad L. Williams, pursuant to which QGC will grant us a license to use the trademarked stylized “Q” used in QGC’s logo at no cost. The license agreement will terminate when Mr. Williams ceases to act as our Chief Executive Officer.

Indemnification Agreements

Effective upon completion of this offering, our charter and bylaws will provide for certain indemnification rights for our directors and officers, and we will enter into an indemnification agreement

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with each of our executive officers and directors providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at our request, service to other entities, as officers or directors to the maximum extent permitted by Maryland law. See “Management—Indemnification Agreements.”

Review, Approval or Ratification of Transactions with Related Persons

Upon completion of this offering, we will adopt a code of business conduct and ethics that will prohibit directors and executive officers from engaging in transactions that may result in a conflict of interest with us. The code of business conduct and ethics will include a policy requiring that our board of directors review any transaction a director or executive officer proposes to have with us that could give rise to a conflict of interest or the appearance of a conflict of interest, including any transaction that would require disclosure under Item 404(a) of Regulation S-K. In conducting this review, the board of directors will be obligated to ensure that all such transactions are approved by a majority of the board of directors (including a majority of independent directors) not otherwise interested in the transaction and are fair and reasonable to us and on terms not less favorable to us than those available from unaffiliated third parties.

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INVESTMENT POLICIES AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of certain of our investment, financing and other policies. These policies have been determined by our board of directors and, in general, may be amended or revised from time to time by our board of directors without a vote of our stockholders. However, any change to any of these policies would be made by our board of directors only after a review and analysis of that change, in light of then-existing business and other circumstances, and then only if our directors believe, in the exercise of their business judgment, that it is advisable to do so and in our and our stockholders’ best interests. We intend to disclose any changes in these policies in periodic reports that we file or furnish under the Exchange Act.

Investment Policies

Investments in Real Estate or Interests in Real Estate

We will conduct all of our investment activities through our operating partnership and its subsidiaries. Our policy is to acquire assets primarily for current income generation. Our investment objectives are to maximize the cash flow of our properties, acquire properties with cash flow growth potential, provide quarterly cash distributions and achieve long-term capital appreciation for our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our properties and our acquisition and other strategic objectives, see “Business and Properties.”

We expect to pursue our investment objectives primarily through the ownership by our operating partnership of our existing properties and other acquired properties and assets. We currently intend to invest primarily in technology-related real estate. We currently intend to focus on data center properties in those areas in which we operate and to strategically select new markets when opportunities are available that meet our investment criteria or areas that have development potential. However, future investment or development activities will not be limited to any geographic area, property type or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment activities in a manner that is consistent with our qualification as a REIT for federal income tax purposes. In addition, we may purchase or lease income-producing technology-related and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We may also participate with third parties in property ownership, through joint ventures or other types of co-ownership. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. From time to time, we may make investments in pursuit of our business and growth strategies that do not provide current cash flow. We believe investments that do not generate current cash flow may be, in certain instances, consistent with enhancing stockholder value over time.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness, which may be incurred in connection with acquiring or refinancing these properties. Debt service on such financing or indebtedness will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be treated as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act.

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Investments in Real Estate Mortgages

We have not, prior to this offering, engaged in any investments in mortgage loans and do not presently intend to invest in mortgage loans. However, we may do so at the discretion of our board of directors, without a vote of our stockholders, subject to the investment restrictions applicable to REITs. The mortgage loans in which we may invest may be secured by either first mortgages or junior mortgages, and may or may not be insured by a governmental agency. If we choose to invest in mortgages, we would expect to invest in mortgages secured by data center facilities. However, there is no restriction on the proportion of our assets which may be invested in a type of mortgage or any single mortgage or type of mortgage loan. Investments in real estate mortgages run the risk that one or more borrowers may default under certain mortgages and that the collateral therefore may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the percentage of ownership limitations and gross income tests necessary for REIT qualification, although we have not done so in the past, we may in the future invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities. We do not intend that our investments in securities will require us to register as an investment company under the 1940 Act, and we would intend to divest such securities before any such registration would be required.

Investment in Other Securities

Other than as described above, we do not intend to invest in any additional securities such as bonds, preferred stocks or common stock.

Dispositions

We do not currently intend to dispose of any of our properties, although we reserve the right to do so if, based upon management’s periodic review of our portfolio, our board of directors determines that such action would be in the best interest of our stockholders. Certain directors and executive officers who hold OP units may have their decision as to the desirability of a proposed disposition influenced by the tax consequences to them resulting from the disposition of a certain property. See “Risk Factors—Risks Related to Our Organization and Structure—Each of our properties is subject to real and personal property taxes, which could significantly increase our property taxes as a result of tax rate changes and reassessments and have a material adverse effect on us.”

Financing Policies

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of directors. Our charter and bylaws do not limit the amount or percentage of indebtedness that we may incur. Although our board of directors has not adopted a policy which limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, such as our debt to total market capitalization ratio, as well as the amount of such indebtedness that will either be fixed or variable rate. Our total market capitalization is defined as the sum of the market value of our outstanding common stock (which may decrease, thereby increasing our debt to total capitalization ratio), including restricted shares that we may issue to certain of our directors and executive officers, plus the aggregate value of OP units not owned by us, plus the book value of our total consolidated indebtedness. Since this ratio is based, in part, upon market values of equity, it will fluctuate with changes in the price of our common stock. However, we

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believe that this ratio provides an appropriate indication of leverage for a company whose assets are primarily real estate. We expect that our ratio of debt-to-total market capitalization upon completion of this offering will be approximately     % (approximately     % if the underwriters’ option to purchase additional shares is exercised in full). Our board of directors may from time to time modify our debt policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors. Accordingly, we may increase or decrease our ratio of debt-to-total market capitalization beyond the limits described above. If these policies were changed, we could become more highly leveraged, resulting in an increased risk of default on our obligations and a related increase in debt service requirements that could adversely affect our financial condition and results of operations and our ability to make distributions to our stockholders. We intend to adopt a policy relating to the use of derivative financial instruments to hedge interest rate risks related to our borrowings. This policy will govern our use of derivatives to manage the interest rates on our variable rate borrowings. We expect our policy to state that we will not use derivatives for speculative or trading purposes and will only enter into contracts with major financial institutions based on their credit rating and other factors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Lending Policies

We do not have a policy limiting our ability to make loans to other persons. We may consider offering purchase money financing in connection with the sale of properties where the provision of that financing will increase the value to be received by us for the property sold. We also may make loans to, or guarantee debt of, joint ventures in which we participate. Consideration for those guarantees may include, but is not limited to, fees, options to acquire additional ownership interests and promoted equity positions. However, we do not intend to engage in significant lending activities. Any loan we make will be consistent with maintaining our status as a REIT.

Equity Capital Policies

To the extent that our board of directors determines to obtain additional capital, we may issue debt or equity securities, including additional OP units and senior securities, retain earnings (subject to provisions in the Code requiring distributions of income to maintain REIT qualification) or pursue a combination of these methods. As long as our operating partnership is in existence, the proceeds of all equity capital raised by us will be contributed to our operating partnership in exchange for additional interests in our operating partnership, which will dilute the ownership interests of the limited partners in our operating partnership.

Existing stockholders will have no preemptive right to shares of common stock or preferred stock or OP units issued in any securities offering by us, and any such offering might cause a dilution of a stockholder’s investment in us. Although we have no current plans to do so, we may in the future issue common stock or OP units in connection with acquisitions of property.

We may, under certain circumstances, purchase our common stock or other securities in the open market or in private transactions with our stockholders, provided that those purchases are approved by our board of directors. Our board of directors has no present intention of causing us to repurchase any common stock or other securities, and any such action would only be taken in conformity with applicable federal and state laws and the applicable requirements for qualification as a REIT.

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Conflict of Interest Policies

Overview.    Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company and our stockholders under applicable Maryland law in connection with their management of our company. At the same time, we have fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership. Our duties, as a general partner to our operating partnership and its partners, may come into conflict with the duties of our directors and officers to our company and our stockholders.

Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of good faith, fairness and loyalty and which generally prohibit such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest.

Additionally, the partnership agreement expressly limits our liability by providing that neither we, as the general partner of the operating partnership, nor any of our directors or officers, will be liable or accountable in damages to our operating partnership, the limited partners or assignees for errors in judgment, mistakes of fact or law or for any act or omission if we, or such director or officer, acted in good faith. In addition, our operating partnership is required to indemnify us, our affiliates and each of our respective directors, officers, employees and agents to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the operating partnership, provided that our operating partnership will not indemnify for (1) an act or omission that was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) any transaction for which such person received an improper personal benefit in money, property or services, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

The provisions of Delaware law that allow the common law fiduciary duties of a general partner to be modified by a partnership agreement have not been resolved in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties that would be in effect under common law were it not for the partnership agreement.

Sale or Refinancing of Properties.    Upon the sale of certain of the properties to be owned by us at the completion of the formation transactions and on the repayment of indebtedness, certain holders of our OP units could incur adverse tax consequences which are different from the tax consequences to us and to holders of our common stock. Consequently, holders of our OP units may have differing objectives regarding the appropriate pricing and timing of any such sale or repayment of indebtedness. In addition, we have entered into a tax protection agreement with Chad L. Williams and his affiliates and family members, which may require us to retain certain properties or maintain more or less indebtedness than we would otherwise require for our business. See “Certain Relationships and Related Transactions—Tax Protection Agreement.”

Policies Applicable to All Directors and Officers.    We intend to adopt certain policies that are designed to eliminate or minimize certain potential conflicts of interest, including a policy for the review, approval or ratification of any related party transactions. We will adopt a code of business conduct and

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ethics that restricts conflicts of interest between our employees, officers and directors and our company. In addition, as set forth above, our board of directors is subject to certain provisions of Maryland law, which are also designed to eliminate or minimize conflicts.

However, we cannot assure you that these policies or provisions of law will always be successful in eliminating the influence of such conflicts, and if they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Interested Director and Officer Transactions

Pursuant to Maryland law, a contract or other transaction between us and a director or between us and any other corporation or other entity in which any of our directors is a director or has a material financial interest is not void or voidable solely on the grounds of such common directorship or interest, the presence of such director at the meeting at which the contract or transaction is authorized, approved or ratified or the counting of the director’s vote in favor thereof, provided that:

Ÿ the fact of the common directorship or interest is disclosed or known to our board of directors or a committee of our board, and our board or committee authorizes, approves or ratifies the transaction or contract by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum;

Ÿ the fact of the common directorship or interest is disclosed or known to our stockholders entitled to vote thereon, and the transaction or contract is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation, firm or other entity; or

Ÿ the transaction or contract is fair and reasonable to us at the time it is authorized, ratified or approved.

Furthermore, under Delaware law (where our operating partnership is formed), we, acting as general partner, have a fiduciary duty to our operating partnership and, consequently, such transactions are also subject to the duties of care and loyalty that we, as a general partner, owe to limited partners in our operating partnership (to the extent such duties have not been eliminated pursuant to the terms of the partnership agreement). We will adopt a policy which requires that all contracts and transactions between us, our operating partnership or any of our subsidiaries, on the one hand, and any of our directors or executive officers or any entity in which such director or executive officer is a director or has a material financial interest, on the other hand, must be approved by the affirmative vote of a majority of the disinterested directors. Where appropriate, in the judgment of the disinterested directors, our board of directors may obtain a fairness opinion or engage independent counsel to represent the interests of non-affiliated security holders, although our board of directors will have no obligation to do so.

In addition to the applicable provisions of Maryland law that we will be subject to, we will adopt a code of business conduct and ethics that will contain a policy generally restricting conflicts of interest between our directors, officers and employees on the one hand, and us on the other hand. Any waiver of our conflicts of interest policy for executive officers and directors must be made by our board of directors or a committee thereof. We will disclose waivers of our conflicts of interest policy in accordance with law or regulations of the SEC and the NYSE.

Policies With Respect To Other Activities

We will have authority to offer common stock, preferred stock or options to purchase shares in exchange for property and to repurchase or otherwise acquire our common stock or other securities in

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the open market or otherwise, and we may engage in such activities in the future. As described in “Description of the Partnership Agreement of QualityTech, LP,” we may, but are not obligated, to issue common stock to holders of OP units upon exercise of their redemption rights. Our board of directors has the power, without stockholder approval, to increase the number of authorized common stock or preferred stock and issue additional common stock or preferred stock, in one or more series, including senior securities, in any manner, and on the terms and for the consideration, it deems appropriate. See “Description of Securities.” We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers other than our operating partnership and do not intend to do so. At all times, we intend to make investments in such a manner as to qualify as a REIT, unless because of circumstances or changes in the Code, or the Treasury regulations, our board of directors determines that it is no longer in our best interest to qualify as a REIT.

Reporting Policies

We intend to make available to our stockholders our annual reports, including our audited financial statements. Upon completion of this offering, we will become subject to the information reporting requirements of the Exchange Act. Pursuant to those requirements, we will be required to file annual and periodic reports, proxy statements and other information, including audited financial statements, with the SEC.

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STRUCTURE AND FORMATION OF OUR COMPANY

Our Operating Entities

Our Operating Partnership

Following the completion of this offering, we will become the sole general partner and the owner of a majority of the interests in our predecessor, which then will be our operating partnership. Substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. We will contribute the net proceeds received by us from this offering to our operating partnership in exchange for OP units therein. Our interest in our operating partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, our operating partnership in proportion to our percentage ownership. As the sole general partner of our operating partnership, we will generally have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval rights of the limited partners, which are described more fully below in “Description of the Partnership Agreement of QualityTech, LP.” Our board of directors will manage our business and affairs.

Beginning on or after the date that is the later of (1) 12 months from the beginning of the first full calendar month following the completion of this offering and (2) the date of issuance of the OP units, each holder of OP units will have the right to require our operating partnership to redeem part or all of its OP units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption, or, at our election, shares of our common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section entitled “Description of Securities—Restrictions on Ownership and Transfer.” Each redemption of OP units will increase our percentage ownership interest in our operating partnership and our share of its cash distributions and profits and losses. See “Description of the Partnership Agreement of QualityTech, LP.”

Our Taxable REIT Subsidiary

We currently provide our Cloud and Managed Services product to our customers through Quality Technology Services Holding, LLC, a Delaware limited liability company, which is wholly owned by our operating partnership. Quality Technology Services Holding, LLC has elected to be treated as a taxable REIT subsidiary, or TRS, for federal income tax purposes. A taxable REIT subsidiary generally may provide non-customary and other services to our customers and engage in activities that we may not engage in directly without adversely affecting our qualification as a REIT. See “U.S. Federal Income Tax Considerations—Taxation of REITs in General—Effect of Subsidiary Entities—Taxable REIT Subsidiaries.” We may form additional taxable REIT subsidiaries in the future, and our operating partnership may contribute some or all of its interests in certain wholly owned subsidiaries or their assets to our taxable REIT subsidiaries. Any income earned by our taxable REIT subsidiaries will be included in our income in our consolidated financial statements, but will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. See “U.S. Federal Income Tax Considerations—Taxation of REITs in General—Income Tests.” Because a taxable REIT subsidiary is subject to federal income tax, and state and local income tax (where applicable) as a corporation, the income earned by our taxable REIT subsidiaries generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries.

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Formation Transactions

Structure of our Operating Partnership

Our operating partnership was formed in August 2009 in connection with a series of transactions intended to consolidate the ownership of our properties and data center business under one entity. Pursuant to those transactions, Mr. Williams and other owners and entities controlled by them contributed to our operating partnership the various limited liability companies owning or providing services to or on behalf of each of our data center properties in exchange for common partnership units. At the same time, Mr. Williams caused our TRS to engage in various transactions to enable it serve as the vehicle through which our operating partnership provides our Cloud and Managed Services product to our customers. Immediately following these consolidation transactions, GA REIT made an investment in our operating partnership in exchange for preferred partnership units. GA REIT owns no assets other than its interest in our operating partnership.

Following 2009, GA REIT, and certain of our directors and executive officers made additional investments in our operating partnership in exchange for partnership units. Also following 2009, our operating partnership adopted the 2010 Plan under which it granted LTIP units, consisting of Class O LTIP units and Class RS units, from time to time to certain of our directors, executive officers and other employees. See “Description of the Partnership Agreement of QualityTech, LP.”

Immediately prior to the formation transactions described below and the completion of this offering, therefore, our operating partnership is owned by GA REIT, Mr. Williams, certain of our directors and other executive officers and our other employees who hold LTIP units. We refer to the owners of our operating partnership as our “continuing investors.”

Formation Transactions

Prior to or concurrently with the completion of this offering, we will engage in a series of transactions pursuant to which we will become the sole general partner and majority owner of QualityTech, LP, which then will become our operating partnership. We refer to these transactions, which are described below, as our “formation transactions.”

Ÿ We were formed as a Maryland corporation on May 17, 2013.

Ÿ We will consummate a tax-free merger transaction in which GA REIT will merge with and into us and we will succeed to GA REIT’s majority limited partnership interest in QualityTech, LP, which then will become our operating partnership. Pursuant to the merger, we will issue                 shares of our Class A common stock to General Atlantic, and $105,000 in cash (plus accumulated dividends, if any) will be paid to the current preferred shareholders of GA REIT, in each case as consideration for their shares of GA REIT.

Ÿ Mr. Williams will contribute to our operating partnership all of his ownership interest in QualityTech GP, LLC, the current general partner of our operating partnership, in exchange for 1,000 OP units, and we will be admitted as the sole general partner of our operating partnership. Following this contribution, we will dissolve QualityTech GP, LLC.

Ÿ We will issue                  shares of our Class B common stock to Mr. Williams in exchange for an equivalent number of OP units. The OP units exchanged will represent 2% of Mr. Williams’ outstanding OP units. Mr. Williams has elected to exchange one OP unit out of every 50 OP units owned by him, his family or entities controlled by them immediately prior to the commencement of this offering. Each outstanding share of Class B common stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote,

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including the election of directors, and holders of shares of Class A common stock and Class B common stock will vote together as a single class. Our Class B common stock is designed to give the holder thereof a right to vote that is proportional to such holder’s economic interest in our company on a fully diluted basis, and does not provide any disproportionate voting rights. The Class B common stock automatically converts into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder.

Ÿ In order to simplify our operating partnership’s outstanding limited partnership units, we will eliminate our outstanding Class O LTIP units (which is a class of incentive units that previously were granted to certain employees and non-employee directors of our operating partnership) in a manner that preserves the economic position of each holder of Class O LTIP units and provides additional incentives by:

Ÿ converting each of the                      outstanding Class O LTIP units into a fraction of an OP unit representing the “in the money” value of the converted Class O LTIP unit, which is calculated as the difference between the value of an OP unit on the date of conversion and the value of an OP unit on the date of grant of such Class O LTIP unit, which will result in an aggregate issuance of                      OP units (based on the mid-point of the price range set forth on the cover of this prospectus) upon the closing of this offering, and

Ÿ granting to each former holder of Class O LTIP units options to purchase a number of shares of our Class A common stock equal to the number of such holder’s converted Class O LTIP units, which will result in an aggregate grant of options to acquire              shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) upon the closing of this offering with an exercise price equal to the public offering price of our Class A common stock in this offering.

The OP units and stock options issued upon conversion of each holder’s Class O LTIP units will be subject to vesting to the same extent as the holder’s Class O LTIP units prior to conversion. The options will be granted under our 2013 Equity Incentive Plan and will expire ten years from the date of grant. See “Structure and Formation of Our Company—Formation Transactions” for a further description of the conversion terms of Class O LTIP units.

All continuing investors receiving shares of our common stock in exchange for OP units in the formation transactions are “accredited investors” as defined under Regulation D of the Securities Act. The issuance of such shares will be effected in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D of the Securities Act.

Consequences of this Offering and the Formation Transactions

The completion of this offering and our formation transactions will have the following consequences. All amounts are based on the mid-point of the price range set forth on the cover of this prospectus.

Ÿ We will be the sole general partner and majority limited partner in our operating partnership, which indirectly owns, leases and operates all of our data center facilities and, through our TRS, provides our Cloud and Managed Services product. We are a holding company and will conduct all of our operations through our operating partnership. We will not have, apart from our ownership of our operating partnership, any independent operations upon the completion of this offering.

Ÿ Purchasers of shares of our common stock in this offering will own approximately     % of our outstanding common stock, or approximately     % on a fully diluted basis (    % of our outstanding common stock, or     % on a fully diluted basis, if the underwriters’ option to purchase additional shares is exercised in full).

Ÿ General Atlantic will own approximately     % of our outstanding common stock, or approximately     % on a fully diluted basis (    % of our outstanding common stock, or     % on a fully diluted basis, if the underwriters’ option to purchase additional shares is exercised in full).

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Ÿ Mr. Williams and his affiliates will own     % of our company on a fully diluted basis (    % if the underwriters’ option to purchase additional shares is exercised in full) through his ownership of OP units and Class B Common Stock, and will possess % of the voting power of our common stock upon the completion of this offering (    % of the voting power, if the underwriter’s option to purchase additional shares is exercised in full) by virtue of his ownership of Class B Common Stock.

Ÿ Our directors, executive officers and employees (other than Mr. Williams) and their affiliates will own approximately     % of our outstanding common stock, or approximately     % of our company on a fully diluted basis (    % of our outstanding common stock, or     % on a fully diluted basis, if the underwriters’ option to purchase additional shares is exercised in full).

Ÿ We will contribute the proceeds from shares sold by us in this offering to our operating partnership in exchange for a number of OP units equal to the number of shares of common stock that are issued in this offering.

Ÿ We will own approximately     % of limited partnership interests in our operating partnership (    % of the interests, if the underwriters’ option to purchase additional shares is exercised in full).

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Our Structure

The following diagram depicts our ownership structure upon completion of this offering, based on the mid-point of the price range set forth on the cover of this prospectus.

On a fully diluted basis, our public stockholders, General Atlantic and our directors, executive officers and employees and their affiliates are expected to own     %,     % and     %, respectively, of our outstanding common stock. If the underwriters exercise their option to purchase additional shares of our common stock in full, on a fully diluted basis, these parties are expected to own     %,     % and     %, respectively, of our outstanding common stock.

Benefits to Related Parties

Upon completion of this offering and the formation transactions, certain of our continuing investors, directors, members of our senior management team and employees will receive material benefits, including the following:

Ÿ We will issue                 shares of our Class B common stock to Chad L. Williams, our Chairman and Chief Executive Officer, in exchange for an equivalent number of OP units. The OP units

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exchanged will represent 2% of Mr. Williams’ OP units. Each outstanding share of Class B common stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Class B common stock will vote together as a single class. Our Class B common stock is designed to give the holder thereof a right to vote that is proportional to such holders’ economic interest in our company on a fully diluted basis and therefore does not provide any disproportionate voting rights. The Class B common stock automatically converts into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder.

Ÿ We will enter into a registration rights agreement with our continuing investors, including certain of our directors and executive officers, pursuant to which we will agree to file one or more registration statements covering the issuance to them of shares of our Class A common stock upon redemption of their OP units. See “Certain Relationships and Related Transactions—Registration Rights” and “Shares Eligible for Future Sale—Registration Rights.”

Ÿ We will enter into a tax protection agreement with Mr. Williams and his affiliates and family members who own OP units pursuant to which we will agree to indemnify them against certain tax liabilities resulting from: (1) the sale, exchange, transfer, conveyance or other disposition of our Atlanta Metro, Suwanee or Santa Clara data centers in a taxable transaction prior to January 1, 2026, referred to as the protected period; (2) causing or permitting any transaction that results in the disposition by Mr. Williams or his affiliates and family members who own OP units of all or any portion of their interests in the operating partnership in a taxable transaction during the protected period; or (3) our failure prior to the expiration of the protected period to maintain approximately $150 million of indebtedness that would be allocable to Mr. Williams and his affiliates for tax purposes or, alternatively, failing to offer Mr. Williams and his affiliates and family members who own OP units the opportunity to guarantee specific types of the operating partnership’s indebtedness in order to enable them to continue to defer certain tax liabilities. See “Certain Relationships and Related Party Transactions—Tax Protection Agreement.”

Ÿ We will enter into indemnification agreements with our directors and executive officers at the closing of this offering, providing for the indemnification by us for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against such parties.

Ÿ We will grant an aggregate of (i)             restricted shares of our common stock (based on the mid-point of the price range set forth on the cover of this prospectus), subject to certain vesting requirements, to our executive officers, (ii) options to acquire              shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to our executive officers, (iii)              restricted shares of our common stock (based on the mid-point of the price range set forth on the cover of this prospectus), subject to certain vesting requirements, to certain of our independent directors and (iv) options to purchase              shares of our Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to certain of our independent directors. See “Management—Executive Compensation—2013 Equity Incentive Plan.”

Ÿ In order to preserve the economic position of the holders of our Class O LTIP units and provide additional incentives, we will convert the outstanding Class O LTIP units into OP units equal in value to the “in the money” portion of such Class O LTIP units, and we will grant to each former holder of Class O LTIP units options to purchase a number of shares of our Class A common stock equal to the number of such holder’s converted Class O LTIP units, which will result in an aggregate grant of options to acquire                  shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) upon the closing of this offering with an exercise price equal to the public offering price of our Class A common stock in this offering. See “Structure and Formation of Our Company—Formation Transactions.”

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Determination of Offering Price

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined in consultation with the representatives of the underwriters. In determining the initial public offering price of our common stock, the representatives of the underwriters will consider, among other things, the history and prospects for the industry in which we compete, our results of operations, the ability of our management, our business potential and earnings prospects, our estimated net income, our estimated funds from operations, our estimated cash available for distribution, our anticipated dividend yield, our growth prospects, the prevailing securities markets at the time of this offering, the recent market prices of, and the demand for, publicly traded shares of companies considered by us and the underwriters to be comparable to us and the current state of the commercial real estate industry and the economy as a whole. The initial public offering price will not necessarily bear any relationship to the book value of our properties and assets, our financial condition or any other established criteria of value and may not be indicative of the market price for our common stock after this offering.

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DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF QUALITYTECH, LP

The following is a summary of the material terms and provisions of the Fifth Amended and Restated Agreement of Limited Partnership of QualityTech, LP, which we refer to as the “partnership agreement.” For purposes of this section, references to “we,” “our,” “us” and “our company” refer to QTS Realty Trust, Inc.

General

Our operating partnership, QualityTech, LP, is a Delaware limited partnership that was formed on August 5, 2009. Upon completion of this offering, we will be the sole general partner of our operating partnership, and we expect to own approximately     % of the interests in our operating partnership (     % if the underwriters exercise their option to purchase additional shares in full). We will own substantially all of our assets and conduct substantially all of our operations through our operating partnership. We will contribute the net proceeds received by us from this offering to our operating partnership in exchange for common units therein. Our interest in our operating partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, our operating partnership in proportion to our percentage ownership.

In connection with the formation transactions, we will enter into the amended partnership agreement with the continuing investors who own OP units. The provisions of the amended partnership agreement described below and elsewhere in the prospectus will be in effect after the completion of the formation transactions and this offering. We do not intend to list the common units on any exchange or any national market system.

Management of Our Operating Partnership

Except as otherwise expressly provided in the amended partnership agreement, we, as general partner, have the exclusive right and full authority and responsibility to manage and operate the partnership’s business. In particular, we are under no obligation to consider the tax consequences to limited partners when making decisions for the benefit of our operating partnership but we are expressly permitted to take into account our tax consequences. Limited partners generally do not have any right to participate in or exercise control or management power over the business and affairs of our operating partnership or the power to sign documents for or otherwise bind our operating partnership. The limited partners have no power to remove us as general partner.

Management Liability and Indemnification

We, as general partner of our operating partnership, and our directors and officers are not liable for monetary or other damages to our operating partnership, any partners or assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission, unless we acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. To the fullest extent permitted by applicable law, the amended partnership agreement indemnifies us, as general partner, any limited partners, any of our officers, directors, trustees, managers, members, stockholders or partners and other persons as we may designate from and against any and all losses, claims, damages, liabilities, joint or several, expenses, judgments, fines, settlements and other amounts incurred in connection with any claims, demands, actions, suits or proceedings relating to us, the operating partnership or the operations of or ownership of property by our operating partnership, unless it is established by a final determination of a court of competent jurisdiction that:

Ÿ the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty;

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Ÿ the indemnitee actually received an improper personal benefit in money, property or services; or

Ÿ in the case of any criminal proceeding, the indemnitee had reasonable cause to believe that the act or omission was unlawful.

In addition, the amended partnership agreement will provide that, with respect to our directors, our operating partnership is the indemnitor of first resort to the extent that any directors simultaneously are entitled to indemnification from General Atlantic with respect to any of the same losses, claims, damages, liabilities, joint or several, expenses, judgments, fines, settlements and other amounts for which our operating partnership is obligated to provide indemnification.

Fiduciary Responsibilities

Our directors and officers have duties under applicable Maryland law to manage us in a manner consistent with the best interests of our stockholders. At the same time, we, as general partner, have fiduciary duties under applicable Delaware law to manage our operating partnership in a manner beneficial to our operating partnership and its partners. Our duties, as general partner, to our operating partnership and its limited partners, therefore, may come into conflict with the duties of our directors and officers to our stockholders.

Pursuant to the amended partnership agreement, we act on behalf of the operating partnership, its equityholders (and, to the extent separate, our equityholders) and generally are under no obligation to consider the separate interests of the limited partners in our operating partnership (including, without limitation, the tax consequences to such limited partners or their assignees) in deciding whether to cause our operating partnership to take (or decline to take) any actions. Provided that we act in good faith and pursuant to our authority under the amended partnership agreement, and any decisions or actions taken or not taken in accordance with the terms of the amended partnership agreement will not constitute a breach of any duty owed to our operating partnership or its limited partners by law or equity, fiduciary or otherwise. In addition, as a general matter, the amended partnership agreement expressly limits our liability by providing that we, as general partner, and our officers and directors, are not liable for monetary or other damages to our operating partnership, the limited partners or assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission unless we acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

Transfers

We, as general partner, generally may not transfer any of our OP units in our operating partnership, including any of our limited partner interests, or voluntarily withdraw as the general partner of our operating partnership, except in connection with (i) a merger, consolidation or other combination with or into another person following the consummation of which the equity holders of the surviving entity are substantially identical to our stockholders, or as otherwise permitted by the amended partnership agreement, or (ii) a merger, consolidation or other combination with or into another person or a sale of all or substantially all of our assets or any reclassification, recapitalization or change of our outstanding shares that is approved by more than 50% of the OP units (including those held by us) and pursuant to which each partner receives or has the right to receive cash, securities or other property for each OP unit owned by such partner equal to the product of conversion factor calculated pursuant to the amended partnership agreement and the per-share amount paid to a stockholder.

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With certain limited exceptions, the limited partners may not transfer their interests in our operating partnership, in whole or in part, without our written consent, which consent may be withheld in our sole and absolute discretion.

Even if our consent is not required for a transfer by a limited partner, we, as general partner, may prohibit the transfer of OP units by a limited partner unless we receive a written opinion of legal counsel that the transfer would not require filing of a registration statement under the Securities Act and would not otherwise violate any federal or state securities laws or regulations applicable to our operating partnership or the OP units. Further, except for certain limited exceptions, no transfer of OP units by a limited partner, without our prior written consent, may be made if:

Ÿ in the opinion of legal counsel for our operating partnership, there is a significant risk that the transfer would cause our operating partnership to cease to be classified as a partnership for federal income tax purposes or would result in a termination of our operating partnership for federal income tax purposes;

Ÿ in the opinion of legal counsel for our operating partnership, there is a significant risk that the transfer would adversely affect our ability to continue to qualify as a REIT or would subject us to certain additional taxes; or

Ÿ such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

Except with our consent to the admission of the transferee as a limited partner, no transferee shall have any rights by virtue of the transfer other than the rights of an assignee, and will not be entitled to vote OP units in any matter presented to the limited partners for a vote. We, as general partner, will have the right to consent to the admission of a transferee of the interest of a limited partner, which consent may be given or withheld by us in our sole and absolute discretion.

Mergers and Sales of Assets

Subject to the restrictions on our ability to transfer interest in the operating partnership described above under “—Transfers,” we may and may cause our operating partnership to engage in a merger, consolidation or other combination transaction only if we have provided notice to the limited partners at least 20 business days, or such shorter period as determined by us in our sole and absolute discretion, before the record date for determining stockholders eligible to vote upon the approval of the merger, consolidation or other combination transaction.

Distributions

The amended partnership agreement requires the distribution of available cash on at least a quarterly basis. Available cash is, with respect to any period for which such calculation is being made, cash of the operating partnership, regardless of source, including capital contributions and loans to the operating partnership, as determined by us to be appropriate for distribution in our sole and absolute discretion.

Unless we otherwise specifically agree in the amended partnership agreement or in an agreement entered into at the time a new class or series is created, no partnership interest will be entitled to a distribution in preference to any other partnership interest. A partner will not in any event receive a distribution of available cash with respect to an OP unit for a quarter or shorter period if the partner is entitled to receive a distribution out of that same available cash with respect to a share of our company for which that OP unit has been exchanged or redeemed.

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We will make reasonable efforts, as determined by us in our sole and absolute discretion and consistent with our qualification as a REIT, to distribute available cash:

Ÿ to the limited partners so as to preclude the distribution from being treated as part of a disguised sale for federal income tax purposes; and

Ÿ to us, as general partner, in an amount sufficient to enable us to pay stockholder dividends that will satisfy our requirements for qualifying as a REIT and to avoid any federal income or excise tax liability for us.

Upon the liquidation of the operating partnership, after payment of debts and obligations, any remaining assets of the operating partnership will be distributed to the holders of the OP units that are entitled to any preference in distribution upon liquidation in accordance with the rights of any such class or series, and the balance, if any, will be distributed to the partners in accordance with their capital accounts, after giving effect to all contributions, distributions and allocations for all periods.

Allocation of Net Income and Net Loss

Net income and net loss of our operating partnership are determined and allocated with respect to each taxable year of our operating partnership. Except as otherwise provided in the amended partnership agreement, an allocation of a share of net income or net loss is treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing net income or net loss. Except as otherwise provided in the amended partnership agreement, net income and net loss are allocated to the general partner and the limited partners in accordance with their respective percentage interests in the class at the end of each fiscal year. The amended partnership agreement contains provisions for special allocations intended to comply with certain regulatory requirements, including the requirements of Treasury Regulations Sections 1.704-1(b), 1.704-2 and 1.752-3(a). See “U.S. Federal Income Tax Considerations.”

Redemption

As a general rule, a limited partner may exercise a redemption right to redeem his or her OP units at any time beginning one year following the later of (1) the beginning of the first full calendar month following the completion of this offering and (2) the date of the issuance of the OP units held by the limited partner. If we give the limited partners notice of our intention to make an extraordinary distribution of cash or property to our stockholders or effect a merger, a sale of all or substantially all of our assets, or any other similar extraordinary transaction, each limited partner may exercise its unit redemption right, regardless of the length of time it has held its OP units. This unit redemption right begins when such notice is given, which must be at least 20 business days before the record date for determining stockholders eligible to receive the distribution or to vote upon the approval of the merger, sale or other extraordinary transaction, and ends on the record date. We, in our sole discretion, may shorten the required notice period of not less than 20 business days prior to the record date to determine the stockholders eligible to vote upon a distribution or extraordinary transaction. If no record date is applicable, we may shorten the required notice period of not less than 20 business days before a distribution in our sole and absolute discretion.

A limited partner may exercise its unit redemption right by giving written notice to our operating partnership and us. The OP units specified in the notice generally will be redeemed on the twentieth business day following the date we received the redemption notice or, in the case of the exercise of a unit redemption right in connection with an extraordinary transaction, the date our operating partnership and we received the redemption notice. A limited partner may not exercise the unit redemption right for fewer than 1,000 OP units, or if the limited partner holds fewer than 1,000 OP units, all of the OP units held by that limited partner. The redeeming partner will have no right to receive any distributions paid on or after the redemption date with respect to those OP units redeemed.

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Unless we elect to assume and perform our operating partnership’s obligation with respect to the unit redemption right, as described below, a limited partner exercising a unit redemption right will receive cash from our operating partnership in an amount equal to the market value of shares of our common stock for which the OP units would have been redeemed if we had assumed and satisfied our operating partnership’s obligation by paying shares of our common stock, as described below. The market value of our common stock for this purpose (assuming a market then exists) will be equal to the average of the closing trading price of our common stock on the NYSE for the 10 trading days before the day on which we received the redemption notice.

We may to elect to assume and perform our operating partnership’s obligation to acquire the OP units being redeemed in exchange for either cash in the amount specified above or a number of shares of our common stock equal to the number of OP units offered for redemption, adjusted as specified in the amended partnership agreement to take into account prior share dividends or any subdivisions or combinations of our common stock. As general partner, we will have the sole discretion to elect whether the redemption right will be satisfied by us in cash or shares of our common stock. No redemption or exchange can occur if delivery of shares of common stock by us would be prohibited either under the provisions of our charter or under applicable federal or state securities laws, in each case regardless of whether we would in fact elect to assume and satisfy the unit redemption right with shares.

Notwithstanding the foregoing, in the event of an extraordinary distribution of cash or property to our stockholders or if we effect a merger, a sale of all or substantially all of our assets, or any other similar extraordinary transaction, we will have the right, exercisable in our sole and absolute discretion, to require the redemption rights of all holders of OP units to be deemed to be automatically exercised and assumed by us for shares of our common stock, effective upon the date on which such transaction is consummated.

Issuance of Additional Partnership Interests

We, as general partner, are authorized to cause our operating partnership to issue additional OP units or other partnership interests to its partners, including us and our affiliates, or other persons without the approval of any limited partners. These OP units may be issued in one or more classes or in one or more series of any class, with designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to one or more other classes of partnership interests (including OP units held by us), as determined by us in our sole and absolute discretion without the approval of any limited partner, subject to limitations described below.

No OP unit or interest may be issued to us as general partner or limited partner unless:

Ÿ our operating partnership issues OP units or other partnership interests in connection with the grant, award or issuance of shares or other equity interests in us having designations, preferences and other rights so that the economic interests attributable to the newly issued shares or other equity interests in us are substantially similar to the designations, preferences and other rights, except voting rights, of the OP units or other partnership interests issued to us and we contribute to our operating partnership the proceeds received by us from the issuance of such shares or other equity securities; or

Ÿ we make an additional capital contribution to our operating partnership; or

Ÿ our operating partnership issues the additional OP units or other partnership interests to all partners holding OP units or other partnership interests in the same class or series in proportion to their respective percentage interests in that class or series.

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LTIP Units

In addition to the OP units, which are common units, our operating partnership has authorized two classes of LTIP units—Class RS LTIP units and Class O LTIP units. LTIP units are a special class of limited partnership units in our operating partnership that are structured to qualify as “profits interests” for tax purposes, with the result that at issuance they have no capital account in the operating partnership. Following completion of this offering, we may at any time cause our operating partnership to issue either Class RS LTIP units or Class O LTIP units to our directors, officers, employees and consultants. Any LTIP units issued by our operating partnership may be subjected to vesting requirements as determined by the compensation committee of our board of directors.

Vested Class RS LTIP units receive the same quarterly per unit profit distributions as the other outstanding OP units in our operating partnership. Unvested Class RS LTIP units do not receive distributions until they become vested, at which time they are entitled to distributions plus catch-up distributions for the period during which such units were not vested. Initially, each Class RS LTIP unit will have a capital account of zero, and, therefore, the holder of the Class RS LTIP unit would receive nothing if our operating partnership were liquidated immediately after the Class RS LTIP unit is awarded. However, the partnership agreement requires that “book gain” or economic appreciation in our assets realized by our operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by applicable Treasury Regulations, be allocated first to the Class RS LTIP units until the capital account per Class RS LTIP unit is equal to the capital account per OP unit. The applicable Treasury Regulations and our amended partnership agreement provide that assets of our operating partnership may be revalued upon specified events, including upon additional capital contributions by us or other partners of our operating partnership, upon a distribution by our operating partnership to a partner in redemption of partnership interests, upon the liquidation of the operating partnership or upon a later issuance of additional LTIP units. Each Class RS LTIP unit is convertible by our operating partnership or by the holder into OP units at any time, and upon equalization of the capital account of a Class RS LTIP unit with the per unit capital account of the OP units (and full vesting of the Class RS LTIP unit, if such unit is subject to vesting), the Class RS LTIP unit will be convertible into one OP unit, subject to certain exceptions and adjustments. There is a risk that a Class RS LTIP unit will never become convertible into one OP unit because of insufficient gain realization to equalize capital accounts, and, therefore, the value that a holder will realize for a given number of vested Class RS LTIP units may be less than the value of an equal number of shares of our common stock.

Class O LTIP units do not participate in quarterly per unit profit distributions. Initially, each Class O LTIP unit will have a capital account of zero and, therefore, the holder of the Class O LTIP unit would receive nothing if our operating partnership were liquidated immediately after the Class O LTIP unit is awarded. However, the partnership agreement requires that “book gain” or economic appreciation in our assets realized by our operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by applicable Treasury Regulations, be allocated to the Class O LTIP units (after allocations to the Class RS LTIP units and together with the OP units) until the capital account per Class O LTIP unit is equal to the excess of the capital account per OP unit over the amount of such capital account on the date of issuance of the Class O LTIP unit. Each Class O LTIP unit is convertible by our operating partnership or by the holder into OP units at any time, and upon such equalization of the capital account of a Class O LTIP unit (and full vesting of the Class O LTIP unit, if such unit is subject to vesting and is being converted by the holder), the Class O LTIP unit will be convertible into a number of OP units equal to (i) the Class O LTIP unit’s capital account divided by (ii) the capital account balance of an OP unit (i.e., in a manner similar to a typical stock appreciation right), subject to certain exceptions and adjustments. There is a risk that a Class O LTIP unit will never become convertible into such amount of OP units because of insufficient gain realization to equalize capital accounts, and, therefore, the value that a holder will realize for a given number of vested Class O LTIP units may be less than the value of an equal number of shares of our common stock.

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Preemptive Rights

Except to the extent expressly granted by our operating partnership in an agreement other than the amended partnership agreement, no person or entity, including any partner of our operating partnership, has any preemptive, preferential or other similar right with respect to:

Ÿ additional capital contributions or loans to our operating partnership; or

Ÿ the issuance or sale of any OP units or other partnership interests.

Amendment of Partnership Agreement

In general, other than as described below, the amended partnership agreement may only be amended exclusively by us, as general partner, without the consent of the limited partners. Amendments to the amended partnership agreement requiring approval of the limited partners may be proposed by us, as general partner, or by any limited partner holding partnership interests representing 25% or more of the percentage interest of the OP units entitled to vote thereon.

The approval of a majority of the partnership interests held by limited partners other than us is necessary to, among other things:

Ÿ amend provisions restricting our power to conduct businesses other than owning partnership interests of our operating partnership and the relationship of our shares to OP units;

Ÿ amend provisions restricting our power to issue or repurchase shares without causing a simultaneous issuance or repurchase of units by the operating partnership;

Ÿ amend provisions regarding the transfer of partnership interests held by us;

Ÿ amend provisions regarding the transfer of partnership interests held by limited partners;

Ÿ amend provisions regarding the unit redemption right of the limited partners.

Ÿ adopt amendments that would convert a limited partner’s interest into a general partner’s interest;

Ÿ adopt amendments that would modify the limited liability of a limited partner;

Ÿ amend provisions regarding or adopt amendments that would alter the interest of a partner in profits or losses, or the right to receive any distributions, except as permitted under the amended partnership agreement with respect to the admission of new partners or the issuance of additional OP units; or

Ÿ adopt amendments that would impose any obligation to make capital contributions.

Tax Matters

Pursuant to the amended partnership agreement, the general partner is the tax matters partner of our operating partnership. Accordingly, through our role as the general partner of the operating partnership, we have authority to make tax elections under the Code on behalf of our operating partnership, and to take such other actions as permitted under the amended partnership agreement.

Term

Our operating partnership will continue until dissolved upon the first to occur of any of the following:

Ÿ an event of our withdrawal, as the general partner, (other than an event of bankruptcy), unless within 90 days after the withdrawal, the written consent of the outside limited partners, as defined in the amended partnership agreement, to continue the business of our operating

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partnership and to the appointment, effective as of the date of withdrawal, of a substitute general partner is obtained;

Ÿ an election to dissolve the operating partnership by us, as general partner, in our sole and absolute discretion;

Ÿ entry of a decree of judicial dissolution of our operating partnership pursuant to Delaware law;

Ÿ the sale of all or substantially all of the assets and properties of our operating partnership for cash or for marketable securities; or

Ÿ entry of a final and non-appealable judgment by a court of competent jurisdiction ruling that we are bankrupt or insolvent, or entry of a final and non-appealable order for relief against us, under any federal or state bankruptcy or insolvency laws, unless prior to or at the time of the entry of such judgment or order, the consent of a majority of the holders of the OP units to continue the business of our operating partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute general partner is obtained.

Conflicts of Interest

Conflicts of interest exist or could arise in the future as a result of our relationships with the operating partnership or any limited partner of the operating partnership. Our directors and officers have duties to our company and our stockholders under applicable Maryland law in connection with their management of our company. At the same time, we, as sole general partner, have fiduciary duties to the operating partnership and to its limited partners under Delaware law in connection with the management of the operating partnership. Our duties as sole general partner to the operating partnership and its partners may come into conflict with the duties of our directors and officers to our company and our stockholders.

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PRINCIPAL AND SELLING STOCKHOLDERS

Immediately prior to the completion of this offering, there will be                 shares of our Class A common stock outstanding and two stockholders of record. In connection with our formation and initial capitalization, we sold 1,000 shares of common stock to Mr. Chad L. Williams, our Chairman and Chief Executive Officer, for a total consideration of $1,000, and GA QTS Interholdco, LLC received                 shares of Class A common stock in exchange for its interests in GA REIT. In connection with this offering, we will repurchase the initial shares issued to Mr. Williams for a total of $1,000.

The following table sets forth certain information regarding the beneficial ownership of our common stock and OP units and LTIP units by (1) each of our director nominees, (2) each of our named executive officers, (3) all of our director nominees, and executive officers as a group and (4) each holder of five percent or more of our common stock. This table gives effect to the expected issuance of common stock in connection with this offering and our formation transactions. The extent to which a person holds OP units or LTIP units as opposed to common stock is described in the footnotes below.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common stock subject to options or other rights (as set forth above) held by that person that are exercisable as of                 , 2013 or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the common stock, OP units and LTIP units shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

Unless otherwise indicated, the address of each named person is c/o QTS Realty Trust, Inc., 12851 Foster Street, Overland Park, Kansas 66213. No shares beneficially owned by any executive officer or director have been pledged as security.

	Beneficial Ownership Prior to the Offering					Beneficial Ownership After the Offering
Beneficial Owner	Number of Shares and OP Units and LTIP units	Percentage of All Shares(1)		Percentage of All Shares and OP Units and LTIP units(2)		Number of Shares and OP Units and LTIP units	Percentage of All Shares(1)		Percentage of All Shares and OP Units and LTIP units(2)
Executive Officers and Directors
Chad L. Williams(3)			%		%			%		%
William H. Schafer(4)			%		%			%		%
James H. Reinhart(5)			%		%			%		%
Daniel T. Bennewitz(6)			%		%			%		%
Jeffrey H. Berson(7)			%		%			%		%
Shirley E. Goza(8)			%		%			%		%
John W. Barter(9)			%		%			%		%
William O. Grabe(10)			%		%			%		%
Catherine R. Kinney(11)			%		%			%		%
Peter A. Marino(12)			%		%			%		%

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	Beneficial Ownership Prior to the Offering					Beneficial Ownership After the Offering
Beneficial Owner	Number of Shares and OP Units and LTIP units	Percentage of All Shares(1)		Percentage of All Shares and OP Units and LTIP units(2)		Number of Shares and OP Units and LTIP units	Percentage of All Shares(1)		Percentage of All Shares and OP Units and LTIP units(2)
Scott D. Miller(13)			%		%			%		%
Philip P. Trahanas(14)(15)			%		%			%		%
Stephen E. Westhead(16)			%		%			%		%
All directors and executive officers as a group (12 persons)			%		%			%		%
Other 5% Stockholders
GA QTS Interholdco, LLC (Selling Stockholder)(15)			%		%			%		%

* Less than 1.0%

(1) Assumes                 shares of common stock are outstanding immediately following this offering. In addition, amounts for individuals assume that all stock options exercisable within 60 days are exercised and all OP units and LTIP units held by the person are exchanged for our common stock, and amounts for all directors and executive officers as a group assume all OP units and LTIP units held by them are exchanged for our common stock in each case, regardless of when such units are exchangeable. The total number of shares of common stock outstanding used in calculating this percentage assumes that none of the stock options exercisable within 60 days, OP units or LTIP units held by other persons are exchanged for our common stock.

(2) Assumes a total of             shares of Class A common stock,             shares of Class B common stock,              OP units and              Class RS LTIP units, which units may be exchanged for cash or Class A common stock as described in “Description of the Partnership Agreement of QualityTech, LP” are outstanding immediately following this offering.

(3) Consists of                 shares of Class B common stock,             OP units and             stock options.

(4) Consists of             Class RS LTIP units and             stock options.

(5) Consists of             Class RS LTIP units and             stock options.

(6) Consists of             Class RS LTIP units and             stock options.

(7) Consists of             shares of restricted stock.

(8) Consists of             OP units and             stock options.

(9) Consists of             OP units,             Class RS LTIP units and             stock options.

(10) Consists of             OP units,             Class RS LTIP units and             stock options.

(11) Consists of             stock options.

(12) Consists of             OP units,             Class RS LTIP units and             stock options.

(13) Consists of             stock options.

(14) Consists of             Class RS LTIP units and             stock options.

(15) Consists of                 shares of Class A common stock. The members of GA QTS Interholdco, LLC are General Atlantic Partners 85, L.P., a Delaware limited partnership, or GAP 85, GAP Coinvestments III, LLC, a Delaware limited liability company, or GAPCO III, GAP Coinvestments IV, LLC, a Delaware limited liability company, or GAPCO IV, GAP Coinvestments CDA, L.P., a Delaware limited partnership, or GAPCO CDA, and GAPCO GmbH & Co., KG, a German limited partnership, or KG, and together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the GA Funds.

General Atlantic GenPar, L.P., a Delaware limited partnership, or GA Genpar, is the general partner of GAP 85. General Atlantic LLC, or GA LLC, is the general partner of GA GenPar. GA LLC is also the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. GAPCO Management GmbH, a German limited liability company, or GmbH, is the general partner of KG.

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There are 22 Managing Directors of GA LLC. GA QTS Interholdco, LLC, GAP 85, GAPCO III, GAPCO IV, GAPCO CDA, KG, GenPar, GmbH and GA LLC are a “group” under Rule 13d-5 under the Exchange Act. The Managing Directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions are made by a portfolio committee of GA LLC comprised of certain of the Managing Directors and officers of GA LLC. The current members of the portfolio committee are Andrew C. Pearson, Gabriel Caillaux, William E. Ford, David C. Hodgson, Cory A. Eaves, Rene M. Kern, David Topper and Philip P. Trahanas. The GA Funds control GA QTS Interholdco, LLC by virtue of their ownership of all of the interests of GA QTS Interholdco, LLC. Consequently, GA QTS Interholdco, LLC, the GA Funds, GA LLC and managing directors of GA LLC may, from time to time, consult among themselves and coordinate the voting and disposition of the shares held by GA QTS Interholdco, LLC. The mailing address of the foregoing entities (other than GmbH and KG) is c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd floor, New York, New York 10055. The mailing address of KG and GmbH Management is c/o General Atlantic GmbH, Maximilianstrasse 35b, 80539 Munich, Germany.

(16) Consists of             stock options.

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DESCRIPTION OF SECURITIES

The following is a summary of the material terms of the securities of our company and certain terms of our charter and bylaws.

General

Upon the completion of this offering, our charter will provide that we may issue up to                  shares of Class A common stock, $0.01 par value per share, up to                 shares of Class B common stock, $0.01 par value per share, and                  shares of preferred stock, $0.01 par value per share. Our charter authorizes our board of directors to amend our charter to increase or decrease the 500,000,000 aggregate number of authorized shares of common stock or preferred stock or the number of shares of stock of any class or series without stockholder approval; provided that our board may not increase the number of shares of Class B common stock that we have authority to issue or reclassify any shares of our capital stock as Class B common stock without stockholder approval. After giving effect to this offering and the formation transactions described in this prospectus,                  shares of Class A common stock will be issued and outstanding (                 shares if the underwriters exercise their option to purchase additional shares in full),                  shares of Class B common stock will be issued and outstanding and no shares of preferred stock will be issued and outstanding.

Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders.

Shares of Common Stock

All shares of Class A common stock offered by this prospectus and all shares of Class B common stock to be issued in the formation transactions will be duly authorized, validly issued, fully paid and nonassessable.

Voting Rights of Common Stock

Subject to the provisions of our charter regarding the restrictions on transfer and ownership of shares of our common stock and except as may otherwise be specified in the terms of any class or series of common stock, each outstanding share of Class A common stock entitles the holder to one vote and each outstanding share of Class B common stock entitles the holder to 50 votes on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of capital stock, the holders of shares of Class A common stock and Class B common stock will vote together as a single class and will possess the exclusive voting power. There is no cumulative voting in the election of our company’s directors, which means that the stockholders entitled to cast a plurality of the votes of the outstanding shares of common stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors.

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by a majority of its board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the shares entitled to vote on the matter unless a lesser percentage (but not less than a majority of all the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides

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that these actions (other than certain amendments to the provisions of our charter related to the removal of directors and the restrictions on ownership and transfer of our shares of stock) may be taken if declared advisable by a majority of our board of directors and approved by the vote of stockholders holding at least a majority of the votes entitled to be cast on the matter. However, Maryland law permits a corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation. In addition, because operating assets may be held by a corporation’s subsidiaries, as in our situation, these subsidiaries may be able to transfer all or substantially all of such assets without a vote of our stockholders.

Dividends, Distributions, Liquidation and Other Rights

Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on transfer of shares of stock, holders of shares of common stock are entitled to receive dividends on such shares of common stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Such holders are also entitled to share ratably in the assets of our company legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment or establishment of reserves for all debts and liabilities of our company and any shares with preferential rights thereto.

Holders of shares of common stock have no preference, conversion (other than as described below with respect to the Class B common stock), exchange, sinking fund or redemption rights, have no preemptive rights to subscribe for any securities of our company and have no appraisal rights. Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on transfer of shares of stock, shares of common stock have equal dividend, liquidation and other rights. For these purposes, Class A common stock and Class B common stock have identical rights.

Conversion Rights

One share of our Class B common stock may be converted into one share of Class A common stock by the holder at any time, and one share of Class B common stock is subject to automatic conversion into one share of Class A common stock upon a direct or indirect transfer of beneficial ownership of such share of Class B common stock to a person other than a permitted transferee. Shares of Class B common stock are also subject to automatic conversion upon certain direct or indirect transfers of beneficial ownership of OP units held by the beneficial owner of such Class B common stock at a ratio of one share of Class B common stock for every 49 OP units transferred to a person other than a permitted transferee. A “permitted transferee” is, with respect to a holder, a family member of such holder or entities owned by or for the benefit of them.

Power to Reclassify Our Unissued Shares of Stock

Our charter authorizes our board of directors to classify and reclassify any unissued shares of common or preferred stock into other classes or series of shares of stock and to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series; provided that our board may not increase the number of shares of Class B common stock that we have authority to issue or reclassify any shares of our capital stock as Class B common stock without stockholder approved. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over the shares of common stock with respect to dividends, distributions and rights upon liquidation and with other terms and conditions that could have the effect of delaying, deterring or preventing a transaction or a change

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in control that might involve a premium price for holders of shares of our common stock or otherwise might be in their best interest. No shares of preferred stock are presently outstanding, and we have no present plans to issue any shares of preferred stock.

Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock

We believe that the power of our board of directors, without prior stockholder approval (subject to certain exceptions), to amend our charter to increase or decrease the number of authorized shares of stock, to issue additional authorized but unissued shares of common stock or preferred stock and to classify or reclassify unissued shares of common stock or preferred stock and thereafter to cause to issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not intend to do so, it could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for holders of our shares of stock or otherwise be in the best interest of our stockholders. See “Material Provisions of Maryland Law and of Our Charter and Bylaws—Anti-takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws.”

Restrictions on Ownership and Transfer

In order for us to qualify as a REIT under the Code, shares of our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of stock (after taking into account options to acquire shares of common stock) may be owned, directly, indirectly or through attribution, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

In order to assist us in complying with the limitations on the concentration of ownership of REIT stock imposed by the Code, and for strategic reasons, our charter generally prohibits:

Ÿ any person (other than a person who has been granted an exception) from actually or constructively owning more than     % of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive;

Ÿ any person (other than a person who has been granted an exception) from actually or constructively owning more than     % of the aggregate of the outstanding shares of such class or series of our preferred stock by value or by number of shares, whichever is more restrictive;

Ÿ as excepted holders, any of Chad L. Williams, his family members and certain entities controlled by them, and any person who is or would be a beneficial owner or constructive owner of shares of our common stock as a result of the beneficial ownership or constructive ownership of shares of our common stock by Chad L. Williams, his family members and certain entities controlled by them, from actually or constructively owning more than    % of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, after application of the relevant attribution rules; and

Ÿ as excepted holders, any of General Atlantic, and any person who is or would be a beneficial owner or constructive owner of shares of our common stock as a result of the beneficial

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ownership or constructive ownership of shares of our common stock by General Atlantic, from actually or constructively owning more than     % of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, after application of the relevant attribution rules.

However, certain entities that are defined as designated investment entities in our charter, which generally includes pension funds, mutual funds, and certain investment management companies, are permitted to own up to 9.8% of the aggregate of our outstanding shares of common stock or preferred stock, so long as each beneficial owner of the shares owned by such designated investment entity would satisfy the     % ownership limit if those beneficial owners owned directly their proportionate share of the common stock owned by the designated investment entity. Our board may, in its sole discretion, grant an exemption to the stock ownership limits, subject to such conditions and the receipt by our board of certain representations and undertakings. Our charter permits exceptions to be made for stockholders if our board of directors determines such exceptions will not jeopardize our qualification as a REIT.

Our charter provides an excepted holder limit that allows Chad L. Williams, his family members and entities owned by or for the benefit of them, and any person who is or would be a beneficial owner or constructive owner of shares of our common stock as a result of the beneficial ownership or constructive ownership of shares of our common stock by Chad L. Williams, his family members and certain entities controlled by them, as a group, to own more than     % of the aggregate of the outstanding shares of our common stock, so long as, under the applicable tax attribution rules, no one such excepted holder treated as an individual would hold more than    % of the aggregate of the outstanding shares of our common stock, no two such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding shares of our common stock, no three such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding shares of our common stock, no four such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding shares of our common stock, and no five such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding shares of our common stock. Currently, Chad L. Williams would be attributed all of the shares of common stock owned by each such other excepted holder and, accordingly, the Williams excepted holders as a group would not be allowed to own in excess of     % of the aggregate of the outstanding shares of our common stock. If at a later time, there were not one excepted holder that would be attributed all of the shares owned by such excepted holders as a group, the excepted holder limit as applied to the Williams group would not permit each such excepted holder to own     % of the aggregate of the outstanding shares of our common stock. Rather, the excepted holder limit as applied to the Williams group would prevent two or more such excepted holders who are treated as individuals under the applicable tax attribution rules from owning a higher percentage of our common stock than the maximum amount of shares that could be owned by any one such excepted holder (     %), plus the maximum amount of shares that could be owned by any one or more other individual stockholders who are not excepted holders (    %).

Our charter also provides an excepted holder limit that allows General Atlantic, and any person who is or would be a beneficial owner or constructive owner of shares of our common stock as a result of the beneficial ownership or constructive ownership of shares of our common stock by General Atlantic, as a group, to own more than     % of the aggregate of the outstanding shares of our common stock, so long as, under the applicable tax attribution rules, no one such excepted holder treated as an individual would hold more than     % of the aggregate of the outstanding shares of our common stock, no two such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding shares of our common stock, no three such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding shares of our common stock, no four such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding

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shares of our common stock, and no five such excepted holders treated as individuals would own more than     % of the aggregate of the outstanding shares of our common stock. Currently, there are more than five excepted holders who would be attributed all of the shares of common stock owned by General Atlantic. Therefore, the excepted holder limit as applied to the General Atlantic group would prevent five or more such excepted holders who are treated as individuals under the applicable tax attribution rules from owning a higher percentage of our common stock than the maximum amount of shares that could be owned by any one such excepted holder (     %), plus the maximum amount of shares that could be owned by any four other individual stockholders who are not excepted holders (     %).

Our charter also prohibits any person from (1) beneficially or constructively owning shares of our capital stock that would result in our being “closely held” under Section 856(h) of the Code, (2) transferring shares of our capital stock if such transfer would result in our being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution), (3) beneficially or constructively owning shares of our capital stock that would result in us owning (directly or indirectly) an interest in a tenant if the income derived by us from that tenant for our taxable year during which such determination is being made would reasonably be expected to equal or exceed the lesser of one percent of our gross income or an amount that would cause us to fail to satisfy any of the REIT gross income requirements and (4) beneficially or constructively owning shares of our capital stock that would cause us otherwise to fail to qualify as a REIT. Any person who acquires or attempts or intends to acquire beneficial ownership of shares of our capital stock that will or may violate any of the foregoing restrictions on transferability and ownership is required to give notice immediately to us and provide us with such other information as we may request in order to determine the effect of such transfers on our qualification as a REIT. The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interest to attempt to qualify, or to qualify, or to continue to qualify, as a REIT. In addition, our board of directors may determine that compliance with the foregoing restrictions is no longer required for our qualification as a REIT.

Our board of directors, in its sole discretion, may exempt a person from the above ownership limits and any of the restrictions described above. However, our board of directors may not grant an exemption to any person unless our board of directors obtains such representation, covenant and understandings as our board of directors may deem appropriate in order to determine that granting the exemption would not result in our losing our qualification as a REIT. As a condition of granting the exemption, our board of directors may require a ruling from the IRS or an opinion of counsel in either case in form and substance satisfactory to our board of directors, in its sole discretion in order to determine or ensure our qualification as a REIT.

In addition, our board of directors from time to time may increase the ownership limits. However, the ownership limits may not be increased if, after giving effect to such increase, five or fewer individuals could own or constructively own in the aggregate, more than 49.9% in value of the shares then outstanding. Our board of directors, in its sole discretion, may from time to time decrease the ownership limits, provided that no decreased limit will apply to any person whose ownership percentage exceeds such decreased limit until that person’s ownership percentage equals or falls below such decreased ownership limit.

However, if any transfer of our shares of stock occurs which, if effective, would result in any person beneficially or constructively owning shares of stock in excess, or in violation, of the above transfer or ownership limitations, known as a prohibited owner, then that number of shares of stock, the beneficial or constructive ownership of which otherwise would cause such person to violate the transfer or ownership limitations (rounded up to the nearest whole share), will be automatically transferred to a charitable trust for the exclusive benefit of a charitable beneficiary, and the prohibited owner will not acquire any rights in such shares. This automatic transfer will be considered effective as of the close of

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business on the business day before the violative transfer. If the transfer to the charitable trust would not be effective for any reason to prevent the violation of the above transfer or ownership limitations, then the transfer of that number of shares of stock that otherwise would cause any person to violate the above limitations will be void. Shares of stock held in the charitable trust will continue to constitute issued and outstanding shares of our stock. The prohibited owner will not benefit economically from ownership of any shares of stock held in the charitable trust, will have no rights to dividends or other distributions and will not possess any rights to vote or other rights attributable to the shares of stock held in the charitable trust. The trustee of the charitable trust will be designated by us and must be unaffiliated with us or any prohibited owner and will have all voting rights and rights to dividends or other distributions with respect to shares of stock held in the charitable trust, and these rights will be exercised for the exclusive benefit of the trust’s charitable beneficiary. Any dividend or other distribution paid before our discovery that shares of stock have been transferred to the trustee will be paid by the recipient of such dividend or distribution to the trustee upon demand, and any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or distribution so paid to the trustee will be held in trust for the trust’s charitable beneficiary. Subject to Maryland law, effective as of the date that such shares of stock have been transferred to the charitable trust, the trustee, in its sole discretion, will have the authority to:

Ÿ rescind as void any vote cast by a prohibited owner prior to our discovery that such shares have been transferred to the charitable trust; and

Ÿ recast such vote in accordance with the desires of the trustee acting for the benefit of the trust’s charitable beneficiary.

However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast such vote.

Within 20 days of receiving notice from us that shares of stock have been transferred to the charitable trust, and unless we buy the shares first as described below, the trustee will sell the shares of stock held in the charitable trust to a person, designated by the trustee, whose ownership of the shares will not violate the ownership limitations in our charter. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the prohibited owner and to the charitable beneficiary. The prohibited owner will receive the lesser of:

Ÿ the price paid by the prohibited owner for the shares or, if the prohibited owner did not give value for the shares in connection with the event causing the shares to be held in the charitable trust (for example, in the case of a gift or devise), the market price of the shares on the day of the event causing the shares to be held in the charitable trust; and

Ÿ the price per share received by the trustee from the sale or other disposition of the shares held in the charitable trust (less any commission and other expenses of a sale).

The trustee may reduce the amount payable to the prohibited owner by the amount of dividends and distributions paid to the prohibited owner and owed by the prohibited owner to the trustee. Any net sale proceeds in excess of the amount payable to the prohibited owner will be paid immediately to the charitable beneficiary. If, before our discovery that shares of stock have been transferred to the charitable trust, such shares are sold by a prohibited owner, then:

Ÿ such shares will be deemed to have been sold on behalf of the charitable trust; and

Ÿ to the extent that the prohibited owner received an amount for such shares that exceeds the amount that the prohibited owner was entitled to receive as described above, the excess must be paid to the trustee upon demand.

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In addition, shares of stock held in the charitable trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of:

Ÿ the price per share in the transaction that resulted in such transfer to the charitable trust (or, in the case of a gift or devise, the market price at the time of the gift or devise); and

Ÿ the market price on the date we, or our designee, accept such offer.

We may reduce the amount payable to the prohibited owner by the amount of dividends and distributions paid to the prohibited owner and owed by the prohibited owner to the trustee. We may pay the amount of such reduction to the trustee for the benefit of the charitable beneficiary. We will have the right to accept the offer until the trustee has sold the shares of stock held in the charitable trust. Upon such a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the prohibited owner and any dividends or other distributions held by the trustee will be paid to the charitable beneficiary.

All certificates representing shares of our capital stock bear a legend referring to the restrictions described above.

Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) in value of the outstanding shares of our capital stock within 30 days after the end of each taxable year, will be required to give written notice to us stating the name and address of such owner, the number of shares of each class and series of shares of our stock that the owner beneficially owns and a description of the manner in which the shares are held. Each such owner shall provide to us such additional information as we may request in order to determine the effect, if any, of the owner’s beneficial ownership on our qualification as a REIT and to ensure compliance with our ownership limitations. In addition, each stockholder shall upon demand be required to provide to us such information as we may request, in good faith, in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Our ownership limitations could delay, defer or prevent a transaction or a change in control of us that might involve a premium price for holders of our common stock or might otherwise be in the best interest of our stockholders.

Preferred Stock

Our charter authorizes our board of directors to classify or reclassify and issue one or more classes or series of preferred stock without stockholder approval. Our board of directors may determine the relative preferences, conversions and other rights, voting powers, restrictions and limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of each class or series of preferred stock so issued, which may be more beneficial than the rights, preferences and privileges attributable to our common stock. The issuance of preferred stock could have the effect of delaying or preventing a change in control. Our board of directors has no present plans to issue preferred stock but may do so at any time in the future without stockholder approval.

Exchange Listing

We intend to apply to have our Class A common stock listed on the NYSE under the symbol “QTS.”

Transfer Agent and Registrar

We expect the transfer agent and registrar for our shares of common stock to be Computershare Trust Company, N.A.

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MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS

The following is a summary of certain provisions of Maryland law and our charter and bylaws.

Our Board of Directors

Our charter and bylaws provide that the number of directors of our company may be established by our board of directors, but may not be fewer than the minimum number required under Maryland law nor more than 15 directors. Initially, we expect to have eight directors. Our charter and bylaws provide that any vacancy, including a vacancy created by an increase in the number of directors, may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any individual elected to fill such vacancy will serve for the remainder of the full term and until a successor is duly elected and qualified.

Pursuant to our bylaws, each of our directors is elected by our stockholders to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies under Maryland law. Holders of shares of our common stock will have no right to cumulative voting in the election of directors. Directors are elected by a plurality of the votes cast.

Our bylaws provide that at least a majority of our directors will be “independent,” with independence being defined in the manner established by our board of directors and in a manner consistent with listing standards established by the NYSE.

Removal of Directors

Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our charter) and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors and that our board of directors has the exclusive power to fill vacant directorships. These provisions may preclude stockholders from removing incumbent directors and filling the vacancies created by such removal with their own nominees.

Business Combinations

Under the MGCL, certain “business combinations” (including a merger, consolidation, share exchange or, in certain circumstances specified under the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and any interested stockholder, or an affiliate of such an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Maryland law defines an interested stockholder as:

Ÿ any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s voting stock; or

Ÿ an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under the statute if the board of directors approves in advance the transaction by which the person otherwise would have become an interested stockholder. In approving a transaction, however, the board of directors may provide that its approval is subject to compliance at or after the time of the approval, with any terms and conditions determined by the board of directors.

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After the five-year prohibition, any business combination between the company and an interested stockholder generally must be recommended by the board of directors and approved by the affirmative vote of at least:

Ÿ 80% of the votes entitled to be cast by holders of outstanding voting shares of stock of the corporation; and

Ÿ two-thirds of the votes entitled to be cast by holders of voting shares of stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or shares held by an affiliate or associate of the interested stockholder, unless, among other conditions, the corporation’s common stockholders receive a minimum price (as described under Maryland law) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has, or will have, by resolution opted out of the business combination provisions of the MGCL and, consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between us and an interested stockholder, unless our board in the future alters or repeals this resolution.

We cannot assure you that our board of directors will not determine to become subject to such business combination provisions in the future. However, an alteration or repeal of this resolution will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.

Control Share Acquisitions

The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved at a special meeting of stockholders by the affirmative vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock in a corporation in respect of which any of the following persons are entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (1) a person who makes or proposes to make a control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock that, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

Ÿ one-tenth or more but less than one-third;

Ÿ one-third or more but less than a majority; or

Ÿ a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person

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statement” as described in the MGCL), may compel our board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the control shares. If no request for a special meeting is made, we may present the question at any stockholders meeting.

If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by Maryland law, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition. The control share acquisition statute does not apply (1) to shares acquired in a merger, consolidation or share exchange if we are a party to the transaction or (2) to acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our common stock. There is no assurance, however, that our board of directors will not amend or eliminate this provision at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions:

Ÿ a classified board;

Ÿ a two-thirds stockholder vote requirement for removing a director;

Ÿ a requirement that the number of directors be fixed only by vote of the directors;

Ÿ a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and

Ÿ a requirement that requires the request of the holders of at least a majority of all votes entitled to be cast to call a special meeting of stockholders.

Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) require the affirmative vote of the holders of not less than two-thirds of all of the votes entitled to be cast on the matter for the removal of any director from the board, which removal will be allowed only for cause, (2) vest in the board the exclusive power to fix the number of directorships, subject to limitations set forth in our charter and bylaws, and fill vacancies and (3) require, unless called by the chairman of our board of directors, our president or chief executive officer or our board of directors, the written request of stockholders entitled to cast not less than a majority of all votes entitled to be cast at such meeting to call a special meeting. We have not elected to create a classified board. In the future, our board of directors may elect, without stockholder approval, to create a classified board or adopt one or more of the other provisions of Subtitle 8.

Amendment of Our Charter and Bylaws and Approval of Extraordinary Transactions

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by a majority of the

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board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter, is set forth in the corporation’s charter. Our charter provides that these actions (other than certain amendments to the provisions of our charter related to the removal of directors and the restrictions on ownership and transfer of our shares of stock) may be taken if declared advisable by a majority of our board of directors and approved by the vote of stockholders holding at least a majority of the votes entitled to be cast on the matter.

Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Meetings of Stockholders

Under our bylaws, annual meetings of stockholders are to be held each year at a date and time as determined by our board of directors. Special meetings of stockholders may be called only by a majority of the directors then in office, by the chairman of our board of directors, our president or our chief executive officer. Additionally, subject to the provisions of our bylaws, special meetings of the stockholders shall be called by our secretary upon the written request of stockholders entitled to cast at least a majority of the votes entitled to be cast at such meeting. Only matters set forth in the notice of the special meeting may be considered and acted upon at such a meeting. Maryland law and our bylaws provide that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting by unanimous written consent, if that consent sets forth that action and is signed by each stockholder entitled to vote on the matter.

Advance Notice of Director Nominations and New Business

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of persons for election to our board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

Ÿ pursuant to our notice of the meeting;

Ÿ by or at the direction of our board of directors; or

Ÿ by a stockholder who was a stockholder of record both at the time of giving of the notice of the meeting and at the time of the annual meeting, who is entitled to vote at the meeting and who has complied with the advance notice procedures set forth in our bylaws.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders. Nominations of persons for election to our board of directors may be made only:

Ÿ pursuant to our notice of the meeting;

Ÿ by or at the direction of our board of directors; or

Ÿ provided that our board of directors has determined that directors shall be elected at such meeting, by a stockholder who is a stockholder of record both at the time of giving of the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice provisions set forth in our bylaws.

The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or

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other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings. Although our bylaws do not give our board of directors the power to disapprove timely stockholder nominations and proposals, our bylaws may have the effect of precluding a contest for the election of directors or proposals for other action if the proper procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors to our board of directors or to approve its own proposal.

Anti-takeover Effect of Certain Provisions of Maryland Law and Our Charter and Bylaws

The provisions of our charter on removal of directors and the advance notice provisions of the bylaws could delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for holders of our common stock or otherwise be in the best interests of our stockholders. Likewise, if our board of directors were to opt in to the business combination provisions of the MGCL or certain of the provisions of Subtitle 8 of Title 3 of the MGCL, to the extent we have not already done so, or if the provision in the bylaws opting out of the control share acquisition provisions of the MGCL were amended or rescinded, these provisions of the MGCL could have similar anti-takeover effects.

Indemnification and Limitation of Directors’ and Officers’ Liability

The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

Ÿ the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

Ÿ the director or officer actually received an improper personal benefit in money, property or services; or

Ÿ in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

Ÿ a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

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Ÿ a written undertaking by the director or on the director’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director did not meet the standard of conduct.

Our charter and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

Ÿ any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or

Ÿ any individual who, while serving as a director or officer of our company and at our request, serves or has served another corporation, REIT, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us, with the approval of our board of directors, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company. With respect to our directors, we will be the indemnitor of first resort to the extent that any directors simultaneously are entitled to indemnification from General Atlantic with respect to any of the same matters for which we are obligated to provide indemnification pursuant to our charter and bylaws.

Upon completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that would provide for indemnification to the maximum extent permitted by Maryland law. See “Management—Limitation of Liability and Indemnification Agreements.”

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Ownership Limits

In order to assist us in complying with the limitations on the concentration of ownership of REIT stock imposed by the Code and for strategic reasons, our charter generally prohibits any person (other than a person who has been granted an exception) from actually or constructively owning more than    % of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, except for certain designated investment entities that may own up to 9.8% of the aggregate of the outstanding shares our common stock, subject to certain conditions. Chad L. Williams, his family members and certain entities controlled by them will be excepted holders under our charter and none of them will be permitted to own more than    % of the aggregate of the outstanding shares of such class or series of our common stock by value or by number of shares, whichever is more restrictive, after application of the relevant attribution rules. In addition, General Atlantic will be an excepted holder under our charter, and no beneficial owner of General Atlantic will be permitted to own more than    % of the aggregate of the outstanding shares of such class or series of our common stock by value or by number of shares, whichever is more restrictive, after application of the relevant attribution rules. Our charter permits exceptions to be made for stockholders provided our board of directors determines such exceptions will not jeopardize our qualification as a REIT.

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REIT Qualification

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Upon completion of this offering, we will have outstanding                 shares of our Class A common stock (                 shares of our Class A common stock if the underwriters exercise their option to purchase additional shares in full) and                 shares of our Class B common stock. In addition, a total of             shares of our Class A common stock are reserved for issuance upon exchange of OP units, the conversion of Class B common stock, exercise of outstanding options and the exchange of currently outstanding LTIP units.

Of these shares, the                 shares of our Class A common stock sold in this offering (                 shares of our Class A common stock if the underwriters exercise their option to purchase additional shares in full) will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter, except for any shares of common stock purchased in this offering by our “affiliates,” as that term is defined by Rule 144 under the Securities Act. The remaining                 shares of our Class A common stock expected to be outstanding immediately after completion of this offering, plus any shares of Class A common stock purchased by affiliates in this offering and the shares of our Class A common stock owned by affiliates upon redemption of OP units, will be “restricted shares” as defined in Rule 144 and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144. In addition, upon completion of this offering,             restricted shares of Class A common stock will be granted to our directors, executive officers and other employees. The                 shares of our Class B common stock issued to Chad L. Williams, our Chairman and Chief Executive Officer in the formation transactions may not be sold or otherwise transferred or encumbered except as set forth in our charter. Approximately     % of the aggregate shares of common stock and OP units to be issued in our formation transactions and to be granted under our equity incentive plan will be subject to lock-up agreements.

Prior to the completion of this offering, we will have two holders of our Class A common stock.

Shares of our Class A common stock are newly issued securities for which there is no established trading market. No assurance can be given as to (1) the likelihood that an active trading market for shares of our Class A common stock will develop or be sustained, (2) the liquidity of any such market, (3) the ability of stockholders to sell their shares of our Class A common stock when desired or at all, or (4) the prices that stockholders may obtain for any of their shares of our Class A common stock. No prediction can be made as to the effect, if any, that future issuances or resales of shares of our common stock, or the availability of shares of our common stock for future issuance or resale, will have on the market price of shares of our common stock prevailing from time to time. Issuances or sales of substantial amounts of our Class A common stock (including shares of our Class A common stock issued upon the exchange of OP units or LTIP units or the conversion of Class B common stock), or the perception that such issuances or sales are occurring or may occur, could adversely affect prevailing market prices of our common stock. See “Risk Factors—Risks Related to this Offering—Future issuances or sales of our common stock, or the perception of the possibility of such issuances or sales, may depress the market price of our common stock.”

For a description of certain restrictions on transfers of shares of our common stock held by our stockholders, see “Description of Securities—Restrictions on Ownership and Transfer.”

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Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned shares considered to be restricted securities under Rule 144 for at least six months would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned shares considered to be restricted securities under Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

An affiliate of ours who has beneficially owned our common stock for at least six months would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

Ÿ 1% of our common stock then outstanding; or

Ÿ the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates also are subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Redemption Rights

Beginning on or after the date which is 12 months after the completion of this offering, limited partners of our operating partnership have the right to require our operating partnership to redeem part or all of their OP units for cash, based upon the fair market value of an equivalent amount of common stock at the time of the redemption, or, at our election, shares of our Class A common stock on a one-for-one basis, subject to the ownership limits set forth in our charter and described under the section entitled “Description of Securities—Restrictions on Ownership and Transfer.” See also “Description of the Partnership Agreement of QualityTech, LP.”

Registration Rights

New Registration Rights Agreement

Upon completion of this offering, we will enter into a registration rights agreement with our continuing investors, including certain of our directors and executive officers. Under the registration rights agreement, subject to certain limitations, during the period beginning 15 days prior to the date those individuals are first permitted to redeem their OP units pursuant to the amended partnership agreement and ending 15 days thereafter, we will file one or more registration statements covering the issuance to them of shares of our Class A common stock upon redemption of their OP units (collectively, the “registrable shares”). We will agree to use our reasonable best efforts to cause each shelf registration statement to be declared effective as soon as practicable after it is filed.

We also agree to indemnify the persons receiving rights against specified liabilities, including certain potential liabilities arising under the Securities Act or Exchange Act, or to contribute to the expenses incurred or the payments such persons may be required to make in respect thereof. We agree to pay all of the expenses relating to the registration and any underwritten offerings of such securities, including, without limitation, all registration, listing, filing and stock exchange or FINRA fees, all fees and expenses of complying with securities or “blue sky” laws, all printing expenses, all fees and disbursements of counsel and independent public accountants retained by us and the cost of any liability insurance or other premiums for insurance obtained in connection with any shelf registration statement pursuant to the registration rights agreement. The holder will be responsible for underwriting discounts and commissions, any out-of-pocket expenses (including disbursements of such holder’s counsel, accountants and other advisors), and any transfer taxes related to the sale or disposition of the shares.

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Existing Registration Rights Agreements

General Atlantic and Chad L. Williams, our Chairman and Chief Executive Officer, each is a party to a separate registration rights agreement with our operating partnership that was entered into in connection with the 2009 transactions. Under those registration rights agreements, beginning 180 days after the completion of this offering, General Atlantic and Mr. Williams have demand rights to require us to file a new registration statement and prospectus providing for the sale by such holders of some or all of their shares of Class A common stock, provided that (i) unless the holder is registering all of its shares, the shares to be registered in any registration must have an aggregate offering price of at least $5 million, (ii) the holders may make only four such demands, and (iii) we are not required to affect more than two such demands in any 12 month period. The holders may require us to use our reasonable best efforts to cause any such demand registration to be in the form of an underwritten offering. We may satisfy this obligation by causing the requested shares to be included as part of an existing shelf registration statement that we then have on file with (and that has been declared effective by) the SEC.

In addition to the foregoing, if we file a registration statement with respect to an offering for our own account or on behalf of a holder of our common stock, each of General Atlantic and Mr. Williams will have the right, subject to certain limitations, to register such number of registrable shares held by it or him as each such holder requests. With respect to underwritten offerings, we will not be required to include any shares of a holder in the offering unless the holder accepts the terms of the offering as agreed between us and the underwriter, and then only in such amount as the underwriter believes will not jeopardize the success of the offering.

The existing registration rights agreement with Mr. Williams also provides that, subject to certain limitations, we will use commercially reasonable efforts to file, during the period beginning 15 days prior to the date Mr. Williams is first permitted to redeem his OP units pursuant to the operating partnership’s partnership agreement and ending 15 days thereafter, a registration statement registering the issuance to Mr. Williams of the Class A common stock issued to Mr. Williams upon redemption of his OP units. We have agreed to use commercially reasonable efforts to keep the registration statement continuously effective until Mr. Williams no longer owns any OP units.

Upon completion of this offering, we will enter into amended and restated registration rights agreements with each of General Atlantic and Mr. Williams that amend and restate the existing registration rights agreements to correctly reflect our structure following the formation transactions.

Grants Under Our Equity Incentive Plan

We intend to adopt our equity incentive plan immediately prior to the completion of this offering. The equity incentive plan provides for the grant of incentive awards to our employees, directors and consultants. We intend to issue an aggregate of                      shares of Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to certain of our officers, directors, employees and consultants upon completion of this offering, options to acquire                      shares of our Class A common stock (based on the mid-point of the price range set forth on the cover of this prospectus) to former holders of our Class O LTIP units (which will be issued to preserve the economic position of such holders upon conversion of their Class O LTIP units in connection with completion of this offering and provide additional incentives) as described in “Structure and Formation of Our Company—Formation Transactions” and to reserve an additional                      shares of Class A common stock for issuance under the plan, subject to increase as described in “Management—Executive Compensation—2013 Equity Incentive Plan.”

We intend to file with the SEC a registration statement on Form S-8 covering the Class A common stock issuable under the equity incentive plan. Class A common stock covered by this registration statement, including any Class A common stock issuable upon the exercise of options or restricted shares, will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates.

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Lock-Up Agreements

In addition to the limits placed on the sale of our common stock by operation of Rule 144 and other provisions of the Securities Act, we and our officers and directors and the Selling Stockholder have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our Class A common stock (including OP units) during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior consent of the representatives. See “Underwriting.”

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material federal income tax consequences of an investment in our common stock. For purposes of this section under the heading “U.S. Federal Income Tax Considerations,” references to “QTS Realty Trust, Inc.” “we,” “our,” and “us” mean only “QTS Realty Trust, Inc.” and not its subsidiaries, except as otherwise indicated, and references to “tenants” are to persons who are treated as lessees of real property for purposes of the REIT requirements including, in general, persons who are referred to as “customers” elsewhere in this prospectus. This summary is based upon the Code, the regulations promulgated by the U.S. Treasury Department, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as currently in effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given you that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This summary is also based upon the assumption that we and our subsidiaries and affiliated entities will operate in accordance with our and their applicable organizational documents. This summary is for your general information only and is not tax advice. It does discuss any state, local or non-U.S. tax consequences relevant to us or an investment in our stock, and it does not discuss all aspects of federal income taxation that may be important to a particular investor in light of its investment or tax circumstances, or to investors subject to special tax rules, such as:

Ÿ an insurance company;

Ÿ a financial institution, broker, or dealer;

Ÿ a regulated investment company or a REIT;

Ÿ a holder who received our stock through the exercise of employee stock options or otherwise as compensation;

Ÿ a person holding our stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” or other integrated investment;

Ÿ a person holding our stock indirectly through other vehicles, such as partnerships, trusts, or other pass-through entities; and

Ÿ except as discussed below, a tax-exempt organization or a foreign investor.

This summary assumes that investors will hold our stock as a capital asset, which generally means property held for investment. The federal income tax treatment of holders of our stock depends in some instances on determinations of fact and interpretations of complex provisions of federal income tax law for which no clear precedent or authority may be available. In addition, the tax consequences to any particular stockholder of holding our stock will depend on the stockholder’s particular tax circumstances.

You are urged to consult your tax advisor regarding the federal, state, local, and foreign income and other tax consequences to you in light of your particular investment or tax circumstances of acquiring, holding, exchanging, or otherwise disposing of our stock.

Taxation of QTS Realty Trust, Inc.

We were formed as a Maryland corporation on May 17, 2013, and, with effect as of such date, we elected to be treated as an S corporation for federal income tax purposes. We will revoke our tax status as an S corporation immediately prior to the completion of this offering. We will elect to be treated as a REIT for federal income tax purposes, effective for our taxable year beginning on the date immediately following the effective date of the revocation of our tax status as an S corporation and ending December 31, 2013, with our federal income tax return on IRS Form 1120-REIT for such year.

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We intend to elect to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ending December 31, 2013, upon the filing of our federal income tax return for such year. We believe that we have been organized and we expect to operate in such a manner as to qualify for taxation as a REIT under the Code. We have not sought and will not seek a private letter ruling from the IRS regarding any matter discussed in this section, except for a ruling on certain activities not currently being conduct through the REIT, as described below.

We have received an opinion of Hogan Lovells US LLP, or Hogan Lovells, to the effect that, after taking into account the formation transactions described herein, including the merger of GA REIT with and into us, we have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT commencing with our taxable year ending December 31, 2013. It must be emphasized that the opinion of Hogan Lovells is based on various assumptions relating to our organization and operation, and is conditioned upon fact-based representations and covenants made by our management regarding our organization, assets, and income, and the present and future conduct of our business operations. While we intend to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given by Hogan Lovells or by us that we will qualify as a REIT for any particular year. The opinion is expressed as of the date issued. Hogan Lovells will have no obligation to advise us or our stockholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. You should be aware that opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinions.

Taxation of REITs in General

Qualification and taxation as a REIT depends upon our ability to meet, on a continuing basis, various qualification requirements imposed upon REITs by the Code. The material qualification requirements are summarized below under “—Requirements for Qualification—General.” While we intend to operate, so that we qualify as a REIT, we cannot assure you that the IRS will not challenge our qualification, or that we will be able to operate in accordance with the REIT requirements in the future. See “—Failure to Qualify.”

Provided that we qualify as a REIT, generally we will be entitled to a deduction for dividends that we pay and therefore will not be subject to federal corporate income tax on our “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” at both the corporate and stockholder levels that generally results from an investment in a “C” corporation. A “C corporation” is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the stockholder level when the income is distributed. In general, the income that we generate is taxed only at the stockholder level upon the distribution of that income. Dividends paid by corporations to U.S. individuals are taxed at a reduced rate of 20%. With limited exceptions, however, dividends received by stockholders from us, or from other entities that are taxed as REITs, other than dividends designated as “capital gain dividends” or “qualified dividend income,” are generally taxed at ordinary income rates, which is currently taxed at a maximum rate of 39.6%. See “Taxation of Holders of Stock—Taxation of Taxable U.S. Stockholders—Distributions Generally.”

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Any net operating losses, foreign tax credits and other tax attributes generally do not pass through to our stockholders of the REIT, subject to special rules for certain items such as the capital gains that we recognize. See “Taxation of Holders of Stock.”

If we qualify as a REIT, we will nonetheless be subject to federal tax in the following circumstances:

Ÿ We will be taxed at regular corporate rates on any undistributed “REIT taxable income,” including undistributed net capital gains, for any taxable year. A REIT’s “REIT taxable income” is the otherwise taxable income of the REIT subject to certain adjustments, including a deduction for dividends paid.

Ÿ We may be subject to the “alternative minimum tax” on our undistributed items of tax preference, if any.

Ÿ If we earn net income from “prohibited transactions,” which generally are sales or other dispositions of property, other than foreclosure property, that is included in our inventory or held by us primarily for sale to tenants in the ordinary course of business, we will be subject to a tax at the rate of 100% of such net income. See “—Income Tests—Prohibited Transactions Tax” and “—Income Tests—Income from Foreclosure Property” below.

Ÿ If we have net income from the sale or other disposition of “foreclosure property” which is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on such income. In general, foreclosure property is property acquired by us as a result of having bid in a foreclosure or through other legal means subsequent to a default on a lease of such property or on an indebtedness secured by such property. See “—Income Tests—Income from Foreclosure Property” below.

Ÿ We may elect to retain and pay federal income tax on our net long-term capital gain. To the extent we make a timely designation of such gain to our stockholders, a U.S. stockholder would (a) include its proportionate share of our undistributed long-term capital gain in its income, (b) be deemed to have paid the tax that we paid on such gain, (c) be allowed a credit for its proportionate share of the tax it was deemed to have paid, and (d) increase its basis in our common stock. See “—Taxation of Holders of Stock—Taxation of Taxable U.S. Stockholders—Capital Gain Dividends; Retained Net Capital Gain.”

Ÿ If we fail to satisfy either the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because we satisfy other requirements and our failure to satisfy such test or tests is due to reasonable cause and not due to willful neglect, we will be subject to a tax equal to the product of (a) the gross income attributable to the greater of the amount by which we fail either of the 75% or 95% gross income tests, multiplied by (b) a fraction intended to reflect our profitability.

Ÿ If we fail to satisfy any of the asset tests because we own assets the total value of which exceeds a statutory de minimis standard but the failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a tax equal to the greater of $50,000 or the amount determined by multiplying the net income generated by the non-qualifying assets by the highest corporate tax rate applicable to corporations during the periods when such assets would have caused us to fail the relevant asset test.

Ÿ If we fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for such year, (b) 95% of our REIT capital gain net income for such year, and (c) any undistributed taxable income from prior periods less excess distributions from prior periods, we will be subject to a nondeductible 4% excise tax on the excess of such required

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distribution over the sum of the amounts actually distributed and retained amounts on which income tax was paid at the corporate level.

Ÿ If we fail to satisfy a requirement under the Code which would result in the loss of our REIT status, other than a failure to satisfy a gross income or an asset test, but nonetheless maintain our qualification as a REIT because the requirements of certain relief provisions are satisfied, we will be required to pay a penalty of $50,000 for each such failure.

Ÿ We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT’s stockholders, as described below in “—Requirements for Qualification—General.”

Ÿ A 100% tax may be imposed with respect to items of income and expense if arrangements among us, our taxable REIT subsidiary and our tenants are not based on market rates.

Ÿ If we acquire appreciated assets from a “C corporation” in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the “C corporation,” we may be subject to tax at the highest corporate income tax rate on the gain that we recognize from the disposition of the asset acquired from the “C corporation” in a carry-over basis transaction to the extent of the “built-in gain” in the asset. “Built-in gain” is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset. In general, this tax applies for a period of 10 years beginning with the day the property of a “C corporation” is transferred to us in a carry-over basis transaction, or the recognition period.

Ÿ Our taxable REIT subsidiary will be subject to federal corporate income tax.

In addition, notwithstanding our qualification as a REIT, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on their assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification—General

The Code defines a REIT as a corporation, trust or association:

1. that is managed by one or more trustees or directors;

2. the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;

3. that would be taxable as a domestic corporation but for the special Code provisions applicable to REITs;

4. that is neither a financial institution nor an insurance company subject to specific provisions of the Code;

5. the beneficial ownership of which is held by 100 or more persons;

6. in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include specified tax-exempt entities and as determined by applying certain attribution rules);

7. that makes an election to be taxable as a REIT, or has made this election for a previous taxable year which has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;

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8. that uses a calendar year for federal income tax purposes; and

9. that meets other applicable tests, described below, including with respect to the nature of its income and assets and the amount of its distributions.

The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) need not be satisfied during a corporation’s initial tax year as a REIT (which, in our case, will be 2013). Our charter provides restrictions regarding the ownership and transfers of our stock, which are intended to assist us in satisfying the stock ownership requirements described in conditions (5) and (6) above. For purposes of determining stock ownership under condition (6) above, a supplemental unemployment compensation benefit plan, a private foundation or a portion of a trust permanently set aside or used exclusively for charitable purposes generally is considered an individual. However, a trust that is a qualified trust under Code Section 401(a) generally is not considered an individual, and beneficiaries of a qualified trust are treated as holding stock of a REIT in proportion to their actuarial interests in the trust for purposes of condition (6) above.

To monitor compliance with the stock ownership requirements, we generally are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of significant percentages of our stock in which the record holders are to disclose the actual owners of the shares, i.e., the persons required to include in gross income the dividends paid by us. A list of those persons failing or refusing to comply with this demand must be maintained as part of our records. Failure to comply with these record keeping requirements could subject us to monetary penalties. A stockholder that fails or refuses to comply with the demand is required by Treasury regulations to submit a statement with its tax return disclosing the actual ownership of the shares and other information.

In addition, a corporation generally may not elect to become a REIT unless its taxable year is the calendar year. We intend to adopt December 31 as our year-end and thereby satisfy this requirement.

If we fail to satisfy any of the various REIT requirements and could not avail ourselves of any statutory relief provisions, we would not qualify as a REIT. See “—Failure to Qualify.”

Effect of Subsidiary Entities

Ownership of Partnership Interests.    A REIT that is a partner in a partnership or other entity taxable as a partnership for federal income tax purposes, such as our operating partnership, Treasury regulations provide that the REIT is deemed to own its proportionate share of the partnership’s assets (subject to special rules relating to the 10% asset test described below) and to earn its proportionate share of the partnership’s income for purposes of the asset and gross income tests applicable to REITs, as described below. Similarly, the assets and gross income of the partnership are deemed to retain the same character in the hands of the REIT. Thus, our proportionate share of the assets, liabilities, and items of income in our operating partnership will be treated as our assets, liabilities, and items of income for purposes of applying the REIT requirements described below. A summary of certain rules governing the federal income taxation of partnerships and their partners is provided below in “—Tax Aspects of Investments in the Operating Partnership.”

We generally have control of our operating partnership and the subsidiary partnerships and limited liability companies, and intend to operate them in a manner consistent with the requirements for our qualification as a REIT. If we become a limited partner or non-managing member in any partnership or limited liability company and such entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in

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such entity. In addition, it is possible that a partnership or limited liability company could take an action that could cause us to fail a gross income or asset test, and that we would not become aware of such action in time for us to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were entitled to relief as described below in “—Failure to Qualify.”

Qualified REIT Subsidiaries.    If a REIT owns a qualified REIT subsidiary, the separate existence of that subsidiary will be disregarded for federal income tax purposes and all assets, liabilities and items of income, deduction and credit of the subsidiary will be treated as assets, liabilities and tax items of the REIT itself. Generally, a corporation will qualify as a qualified REIT subsidiary if we own 100% of its shares and it is not a taxable REIT subsidiary. For this reason, references in this discussion to our income and assets should be understood to include the income and assets of any qualified REIT subsidiary we own. Income of a qualified REIT subsidiary will not be subject to federal income tax, although it may be subject to state and local taxation in some states. Our ownership of the voting shares of a qualified REIT subsidiary will not violate the asset test restrictions against ownership of securities of any one issuer which constitute more than 10% of the voting power or value of such issuer’s securities or more than 5% of the value of our total assets. See “—Asset Tests” and “—Income Tests.”

Taxable REIT Subsidiaries.    A taxable REIT subsidiary is a corporation other than a REIT in which we directly or indirectly hold stock, and which has made a joint election with us to be treated as a taxable REIT subsidiary under Section 856(l) of the Code. A taxable REIT subsidiary also includes any corporation other than a REIT in which a taxable REIT subsidiary of ours owns, directly or indirectly, securities (other than certain “straight debt” securities) which represent more than 35% of the total voting power or value of the outstanding securities of such corporation. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary generally may engage in any business, including the provision of customary or non-customary services to our tenants without causing us to receive impermissible tenant service income under the REIT gross income tests. A taxable REIT subsidiary is required to pay regular federal income tax, and state and local income tax where applicable, as a non-REIT “C” corporation. If dividends are paid to us by our taxable REIT subsidiary, then a portion of the dividends we distribute to stockholders who are taxed at individual rates generally will be eligible for taxation at lower capital gains rates, rather than at ordinary income rates. See “—Taxation of Holders of Stock —Taxation of Taxable U.S. Stockholders—Qualified Dividend Income.” We currently have one taxable REIT subsidiary, Quality Technology Services Holding, LLC. Quality Technology Services Holding, LLC provides our Cloud and Managed Services, or C3, product, which is a virtual hosting solution offering a private, highly secure, regulatory compliant and scalable IT infrastructure and services to support varied business applications and requirements. Services provided in connection with our C3 product includes a managed network, security, systems and back-up, as well as application monitoring and testing.

Generally, a taxable REIT subsidiary can perform impermissible tenant services without causing us to receive impermissible tenant services income under the REIT income tests. However, several provisions applicable to the arrangements between us and our taxable REIT subsidiary ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct interest payments in excess of a certain amount made directly or indirectly to us. In addition, we will be obligated to pay a 100% penalty tax on some payments we receive or on certain expenses deducted by the taxable REIT subsidiary if the economic arrangements between us, our tenants, and the taxable REIT subsidiary are not comparable to similar arrangements among unrelated parties. Our taxable REIT subsidiary, and any future taxable REIT subsidiaries, may make interest and other payments to us and to third parties in connection with activities related to our data centers. There can be no assurance that our taxable REIT subsidiary will not be limited in its ability to deduct certain interest payments made to us. In addition, there can be no

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assurance that the IRS might not seek to impose the 100% excise tax on a portion of payments received by us from, or expenses deducted by, our taxable REIT subsidiary.

Income Tests

In order to qualify as a REIT, we must satisfy two gross income requirements on an annual basis.

At least 75% of our gross income for each taxable year must be derived directly or indirectly from investments relating to real property or mortgages on real property, including:

(1) “rents from real property”;

(2) interest on obligations secured by mortgages on real property or on interests in real property;

(3) gain from the sale or other disposition of real property (including interests in real property and interests in mortgages on real property) which is not treated as inventory property or property held for sale to customers in the ordinary course of business;

(4) dividends or other distributions on, and gain from the sale or other disposition of, transferable shares (or transferable certificates of beneficial interest) in other REITs;

(5) abatements and refunds of taxes on real property;

(6) income and gain derived from foreclosure property;

(7) amounts (other than amounts determined in whole or in part on the income or profits of any person) received or accrued as consideration for entering into agreements (i) to make loans secured by mortgages on real property or on interests in real property or (ii) to purchase or lease real property (including interests in real property an interests in real property);

(8) gain from the sale or disposition of a real estate asset which is not a “prohibited transaction,” see “—Prohibited Transactions Tax;” and

(9) certain income derived from the temporary investment of new capital.

At least 95% of our gross income for each taxable year must be derived from any combination of income qualifying under the 75% test, dividends, interest, and gain from the sale or disposition of stock or securities, in either case, not held for sale to customers.

The following items of income and gain are excluded from the computation of these gross income tests: (1) gross income from “prohibited transactions;” (2) income from, and gain from the sale or disposition of, certain hedging transactions (as discussed below); and (iii) certain foreign currency income.

The IRS has regulatory authority to determine whether any item of income, which is not otherwise described as qualifying income under the 95% and 75% gross income tests, may be treated as qualifying income for purposes of such tests or be excluded therefrom.

Rents from Real Property.    Rents received by us will qualify as “rents from real property” in satisfying the gross income requirements described above only if several conditions are met. These conditions relate to the identity of the tenant, the computation of the rent payable, and the nature of the property lease.

Ÿ First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term

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“rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales.

Ÿ Second, we, or an actual or constructive owner of 10% or more of our common stock, must not actually or constructively own 10% or more of the interests in the tenant, or, if the tenant is a corporation, 10% or more of the voting power or value of all classes of stock of the tenant. Rents received from such tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” as a result of this condition if either (i) at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space, or (ii) the property is a qualified lodging or qualified health facility and such property is operated on behalf of the taxable REIT subsidiary by a person who is an “eligible independent contractor” (as described below) and certain other requirements are met.

Ÿ Third, rent attributable to personal property, leased in connection with a lease of real property, must not be greater than 15% of the total rent received under the lease. If this requirement is not met, then the portion of rent attributable to such personal property will not qualify as “rents from real property.”

Ÿ Fourth, for rents to qualify as rents from real property for purposes of satisfying the gross income tests, we generally must not operate or manage a property or furnish or render services to the tenants at the property, other than through an “independent contractor” who is adequately compensated and from whom we derive no revenue or through a taxable REIT subsidiary. To the extent that “impermissible services” are provided by an independent contractor, the cost of the services generally must be borne by the independent contractor. We may provide a minimal amount of “non-customary” services to tenants of our data centers, other than through an independent contractor or taxable REIT subsidiary, but we intend that our income from these services will not exceed 1% of our total gross income from the facility. If the impermissible tenant services income exceeds 1% of our total gross income from a data center, then all of the income from that data center will fail to qualify as rents from real property. If the total amount of impermissible tenant services income does not exceed 1% of our total gross income from the data center, the services will not “taint” the other income from the data center (that is, it will not cause the rent paid by tenants of that data center to fail to qualify as rents from real property), but the impermissible tenant services income will not qualify as rents from real property. We are deemed to have received income from the provision of impermissible services in an amount equal to at least 150% of our direct cost of providing the services.

A significant portion of the value of our data centers is attributable to structural components related to the provision of electricity, heating ventilation and air conditioning, regulation of humidity, security and fire protection, and telecommunications infrastructure. We believe that our structural components are treated as real property for purposes of the REIT gross income tests, and we intend to structure the provision of services in a manner that does not prevent our rental income from qualifying as “rents from real property.” However, we cannot provide any assurance that the IRS would agree with these positions.

We currently monitor and we intend to continue to the activities provided at our data centers, and the income that is non-qualifying under the REIT income tests arising from our data centers, and we will not provide services that will cause us to fail to meet the income tests. As discussed above, we, through our taxable REIT subsidiary, provide our C3 product. We also provide some managed services and access to third-party service providers at some or all of our data centers. Managed Services include managed network, security, systems and back-up, as well as application monitoring and testing. The following ordinary, necessary, usual and customary services typically are provided in

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connection with the operation and maintenance of our data center properties. We do not believe that these services constitute personal services rendered to a particular tenant. Our services include:

Ÿ utilities, including heat, light, gas, electricity, water, air conditioning, ventilation and other utility services;

Ÿ humidity through the air supply ducts to maintain the tenant’s spaces at all times within a specified humidity range;

Ÿ security, including a controlled single point of access to the building that is manned twenty-four hours a day, seven days a week by employees, locked cabinets, cages, or suites accessible as specified by each tenant;

Ÿ fire protection services through fire alarms and sprinklers;

Ÿ common area maintenance including cleaning and maintenance of public and common areas, landscaping, and pest control;

Ÿ management, operation, maintenance, and repair of the major building systems and components of the data center buildings;

Ÿ acceptance of tenant deliveries to a common receiving area when a tenant representative is not present (we do not provide move-in or move-out services with respect to the tenants’ equipment, except to supervise the set-up and installation to ensure compliance with building codes and uninterrupted operation of the data center);

Ÿ parking for tenants and their visitors, including reserved and unreserved parking without the use of attendants;

Ÿ telecommunications infrastructure to allow tenants to connect with third-party telecommunications providers; and

Ÿ Internet access bandwidth for those tenants that do not prefer to engage a telecommunications carrier separately in connection with their lease of space in the data center.

Based upon our experience in the markets where the data centers are located, we believe that all access to service providers and services provided to tenants by us (other than through a qualified independent contractor or a taxable REIT subsidiary) either are usually or customarily rendered in connection with the rental of real property and not otherwise considered rendered to the occupant, or, if considered impermissible services, will not result in an amount of impermissible tenant service income that will cause us to fail to meet the income test requirements. However, we cannot provide any assurance that the IRS would agree with these positions.

We are in the process of requesting a private letter ruling from the IRS in order to determine whether or not certain revenue derived from the operation of our data centers will qualify as “rents from real property” under Section 856(d). Specifically, we are requesting rulings on the following:

1. Providing “interconnection” and “cross connect” capabilities and the receipt of revenues with respect to those services will not cause any amounts received from tenants of the data center properties to be treated as other than “rents from real property” under Section 856(d) for purposes of Sections 856(c)(2)(C) and 856(c)(3)(A).

2. Revenues from tenants for the right to store their data at the data center properties on our servers (which we refer to as “cloud” storage) constitutes “rents from real property” for the purposes of Sections 856(c)(2)(C) and 856(c)(3)(A), subject to Section 856(d)(1)(C).

No assurance can be given that the IRS will conclude that revenues with respect to any of our “interconnection” or “cross connect” capabilities or “cloud” storage should be treated as “rents from real

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property” under the Code. If the IRS does not conclude that these revenues should be treated as “rents from real property” under the Code, then we will continue to conduct these operations through our taxable REIT subsidiary, and income earned by the taxable REIT subsidiary in connection with these operations will continue to be subject to federal, state and local income tax.

We may receive distributions from taxable REIT subsidiaries or other corporations that are not REITs or qualified REIT subsidiaries. These distributions will be classified as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions will generally constitute qualifying income for purposes of the 95% gross income test, but not under the 75% gross income test. We do not anticipate that we will receive sufficient dividends from our taxable REIT subsidiary or other such corporations to cause us to exceed the limit on non-qualifying income under the 75% gross income test. Any dividends received by us from a REIT will be qualifying income for purposes of both the 95% and 75% income tests.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under certain provisions of the Code. Generally, we may avail ourselves of the relief provisions if:

Ÿ our failure to meet these tests was due to reasonable cause and not due to willful neglect; and

Ÿ we attach a schedule of the sources of our income to our federal income tax return.

It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because we intentionally accrue or receive income that is non-qualifying for purposes of the REIT income tests and that exceeds the limits on non-qualifying income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause. If these relief provisions do not apply to a particular set of circumstances, we will not qualify as a REIT. As discussed above under “—Taxation of REITs in General,” even where these relief provisions apply and we retain our REIT status, a tax would be imposed based upon the amount by which we fail to satisfy the particular gross income test. We intend to take advantage of any and all relief provisions that are available to us to cure any violation of the income tests applicable to REITs.

Income from Foreclosure Property.    If a REIT acquires real property and personal property incident to such real property through a foreclosure or similar process following a default on a lease of such property or a default on indebtedness owed to the REIT that is secured by the property, and if the REIT makes a timely election to treat such property as “foreclosure property” under applicable provisions of the Code, net income (including any foreign currency gain) the REIT realizes from such property generally will be subject to tax at the maximum federal corporate income tax rate, regardless of whether the REIT distributes such income to its stockholders currently. However, such income will nonetheless qualify for purposes of the 75% and 95% gross income tests even if it would not otherwise be qualifying income for such purposes in the absence of the foreclosure property election.

Interest.     “Interest” generally will be non-qualifying income for purposes of the 75% and 95% gross income tests if it depends in whole or in part on the income or profits of any person. However, interest based upon a fixed percentage or percentages of receipts or sales may still qualify under the 75% and 95% gross income tests. We may receive interest payments from our taxable REIT subsidiary. These amounts of interest are qualifying income for purposes of the 95% gross income test but not necessarily the 75% gross income test. We do not anticipate that the amounts of interest derived from our taxable REIT subsidiary would affect our ability to continue to satisfy the 75% gross income test.

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Dividends.    We may receive dividends from our taxable REIT subsidiary, and we could realize capital gain with respect to our investments in our taxable REIT subsidiary (either due to distributions received from the taxable REIT subsidiary or upon a disposition of part or all of our interest in a taxable REIT subsidiary). Our share of any dividends received from our taxable REIT subsidiary or capital gain recognized with respect thereto should qualify for purposes of the 95% gross income test but not for purposes of the 75% gross income test. We do not anticipate that the amounts of dividends from our taxable REIT subsidiary and/or capital gain with respect to our taxable REIT subsidiary will affect our ability to continue to satisfy the 75% gross income test.

Hedging Transactions.    From time-to-time, we may enter into transactions to hedge against interest rate risks or value fluctuations associated with one or more of our assets or liabilities. These hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase these items, futures and forward contracts and other financial instruments. To the extent that a REIT enters into a transaction in the normal course of its business primarily to manage the risk of interest rate changes, price changes or currency fluctuations with respect to indebtedness incurred or to be incurred by the REIT to acquire or carry real estate assets, any income or gain from the hedging transaction will be excluded from gross income for purposes of the 75% and 95% gross income tests provided that the REIT clearly and timely identifies such hedging transaction in the manner required under the Code and the Treasury Regulations promulgated thereunder (a “qualifying hedging transaction”). Income of a REIT arising from hedging transactions that are entered into to manage the risk of currency fluctuations will not be treated as qualifying income for purposes of the 75% or 95% gross income test, provided the REIT clearly identifies the transaction as such before the close of the day on which it was acquired, originated, or entered into (or such other time as set forth in Treasury Regulations) (a “qualifying foreign currency transaction”). We currently intend to structure any hedging transactions in a manner that does not jeopardize our REIT status, although this determination depends on an analysis of the facts and circumstances concerning each hedging transaction.

Foreign Currency Gains.    “Real estate foreign exchange gain” is excluded from the calculation of the 75% and 95% gross income tests and other “passive foreign exchange gain” is excluded from the calculation of the 95% gross income test. “Real estate foreign exchange gain” means (i) foreign currency gain attributable (without duplication) to (A) an item of income or gain to which the 75% gross income test applies, (B) the acquisition or ownership of obligations secured by mortgages on real property or on interests in real property, or (C) becoming or being the obligor under obligations secured by mortgages on real property or interests in real property, or (ii) foreign currency gain attributable to a “qualified business unit” or “QBU” of the REIT under Code Section 987, provided the QBU itself satisfies both the 75% gross income test and the 75% asset test described below under “—Asset Tests.” “Passive foreign exchange gain” is (without duplication) real estate foreign exchange gain, foreign currency gain attributable to an item of income or gain to which the 95% gross income test applies, foreign currency gain attributable to the acquisition or ownership of obligations, or foreign currency gain attributable to becoming or being the obligor under obligations.

Temporary Investment Income.    For purposes of the 75% gross income test, temporary investment income generally constitutes qualifying income if such income is earned as a result of investing new capital raised through the issuance of our common stock or certain long-term debt obligations in stock and debt obligations, but only during the one-year period beginning on the date we receive the new capital.

Failure to Satisfy the Income Tests.    We expect to have gross income from various sources, including the sources described in the preceding paragraphs, that will not constitute qualifying income for purposes of one or both of the gross income tests. Taking into account our sources of non-qualifying income, however, we expect that our aggregate gross income will satisfy the 75% and 95% gross income tests applicable to REITs for each taxable year commencing with our first taxable year as a REIT.

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If we were to fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we were entitled to relief under certain provisions of the Code. These relief provisions generally would be available if our failure to meet such tests were due to reasonable cause and not due to willful neglect, and, following identification of the failure, we filed with the IRS a schedule describing each item of its gross income qualifying under one or more of the gross income tests. It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. If these relief provisions were inapplicable to a particular set of circumstances involving us we would not qualify as a REIT. As discussed above under “—Taxation of REITs in General,” even if these relief provisions were to apply, a tax based on the amount of the relevant REIT’s non-qualifying income would be imposed.

Prohibited Transactions Tax.    Any gain realized by us on the sale of any property held as inventory or other property held primarily for sale to customers in the ordinary course of business, including our share of any such gain realized by our operating partnership or any other subsidiary partnership and taking into account any related foreign currency gains or losses, will be treated as income from a “prohibited transaction” that is subject to a 100% penalty tax. Whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends upon all the facts and circumstances with respect to the particular transaction. However, we will not be treated as a dealer in real property for the purpose of the 100% penalty tax if: (i) we have held the property for at least two years and for the production of rental income (unless such property was acquired through foreclosure or deed in lieu of foreclosure or lease termination); (ii) capitalized expenditures on the property in the two years preceding the year of sale are less than 30% of the net selling price of the property; (iii) we either (a) have seven or fewer sales of property (excluding sales of foreclosure property or in connection with an involuntary conversion (“excluded sales”)) for the year of sale or (b) the aggregate tax basis of property sold (other than excluded sales) during the year of sale is 10% or less of the aggregate tax basis of all of our assets as of the beginning of the taxable year, or (c) the fair market value of property sold (other than excluded sales) during the year of sale is less than 10% of the fair market value of all of our assets as of the beginning of the taxable year; and (iv) if the requirement described in clause (iii)(a) of this paragraph is not satisfied, substantially all of the marketing and development expenditures with respect to the property sold are made through an independent contractor from whom we derive no income. The sale of more than one property to one buyer as part of one transaction constitutes one sale.

We hold data centers for investment with a view to long-term appreciation, we engage in the business of acquiring and owning data centers, and we currently intend to make sales of data centers with our investment objectives. However, some of our sales may not satisfy the “safe harbor” requirements described above and there can be no assurance that the IRS might not contend that one or more of these sales is subject to the 100% penalty tax.

Asset Tests

At the close of each calendar quarter, we must satisfy six tests relating to the nature of our assets.

(1) At least 75% of the value of our total assets must be represented by “real estate assets,” cash, cash items, foreign currency that meets certain requirements under the Code, and government securities. Real estate assets include interests in real property, mortgages secured by real estate assets, shares of other REITs, and stock or debt instruments held for less than one year purchased with the proceeds of an offering of shares or certain long-term debt obligations.

(2) Not more than 25% of our total assets may be represented by securities, other than those described in (1) above.

(3) Except for securities described in (1) above and securities of TRSs or QRSs, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.

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(4) Except for securities described in (1) above and securities of TRSs or QRSs, we may not own more than 10% of any one issuer’s outstanding voting securities.

(5) Except for securities described in (1) above, securities of TRSs or QRSs, and certain types of indebtedness that are not treated as securities for purposes of this test, as discussed below, we may not own more than 10% of the total value of the outstanding securities of any one issuer.

(6) Not more than 25% of the value of our total assets may be represented by the securities of one or more TRSs.

Each of our assets for purposes of these tests includes our allocable share of all assets held by the entities in which we own an interest that are partnerships or disregarded entities for federal income tax purposes, and the subsidiaries of these entities that are partnerships or disregarded entities for federal income tax purposes, and generally do not include the equity interests in these entities. For purposes of the asset tests other than the 10% value test, an allocable share of the assets of an entity that is treated as a partnership for federal income tax purposes is determined in accordance with the capital interests in that entity. For purposes of the 10% value test, an allocable share of the assets of an entity that is treated as a partnership for federal income tax purposes is determined in accordance with our proportionate ownership of the equity interests and the other securities issued by that entity, other than certain securities specified in the Code.

Securities, for purposes of the asset tests, may include debt a REIT holds from other issuers. However, the Code specifically provides that the following types of debt will not be taken into account as securities for purposes of the 10% value test: (1) securities that meet the “straight debt” safe harbor, as discussed in the next paragraph; (2) loans to individuals or estates; (3) obligations to pay rents from real property; (4) rental agreements described in Section 467 of the Code (other than such agreements with related party tenants); (5) securities issued by other REITs; (6) debt issued by partnerships (other than straight debt or other excluded securities) that derive at least 75% of their gross income from sources that constitute qualifying income for purposes of the 75% gross income test; (7) any debt not otherwise described in this paragraph that is issued by a partnership, but only to the extent of the REIT’s interest as a partner in the partnership; (8) certain securities issued by a state, the District of Columbia, a foreign government, or a political subdivision of any of the foregoing, or the Commonwealth of Puerto Rico; and (9) any other arrangement determined by the IRS.

Debt will meet the “straight debt” safe harbor if (1) neither the REIT nor any of its controlled TRSs (i.e., TRSs in which the REIT directly or indirectly owns more than 50% of the vote or value of the outstanding stock) owns any securities not described in the preceding paragraph that have an aggregate value greater than one percent of the issuer’s outstanding securities, as calculated under the Code, (2) the debt is a written unconditional promise to pay on demand or on a specified date a sum certain in money, (3) the debt is not convertible, directly or indirectly, into stock, and (4) the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion or similar factors other than certain contingencies relating to the timing and amount of principal and interest payments, as described in the Code. Specifically, contingencies regarding time of payment and interest are permissible for purposes of qualifying as a straight debt security if either (1) such contingency does not have the effect of changing the effective yield to maturity, as determined under the Code, other than a change in the annual yield to maturity that does not exceed the greater of (i) 5% of the annual yield to maturity or (ii) 0.25%, or (2) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt instruments held by the REIT exceeds $1,000,000 and not more than 12 months of unaccrued interest can be required to be prepaid thereunder. In addition, debt will not be disqualified from being treated as “straight debt” solely because the time or amount of payment is subject to a contingency upon a default or the exercise of a prepayment right by the issuer of the debt, provided that such contingency is consistent with customary commercial practice.

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We intend to comply with the asset tests and securities limitations for each relevant calendar quarter. There can be no assurance, however, that the IRS might not contend that the value of any of the securities owned by us on a relevant testing date has resulted in a violation of one or more of the value limitations.

Our operating partnership owns 100% of the interests of Quality Technology Services Holding, LLC. We are considered to own our pro rata share (based on our ownership in the operating partnership) of the interests in Quality Technology Services Holding, LLC equal to our pro-rata ownership of the operating partnership because we own interests in our operating partnership. Quality Technology Services Holding, LLC has elected, together with us, to be treated as our taxable REIT subsidiary. So long as Quality Technology Services Holding, LLC qualifies as a taxable REIT subsidiary, we will not be subject to the 5% asset test, 10% voting securities limitation or 10% value limitation with respect to our ownership interest. We may acquire securities in other taxable REIT subsidiaries in the future. We believe that the aggregate value of our interest in our taxable REIT subsidiary will not exceed 25% of the aggregate value of our gross assets. We intend to limit our ownership of any securities in an issuer that does not qualify as a qualified REIT subsidiary, REIT or a taxable REIT subsidiary so that our ownership of any such securities complies with the 10% voting securities limitation and 10% value limitation. However, we cannot assure you that the IRS will not contend that our assets or our interests in any securities violate the REIT asset requirements.

After initially meeting the asset tests at the close of any quarter, a REIT will not lose its qualification as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in the relative values of its assets (including a change caused solely by the change in the foreign currency exchange rate used to value a foreign asset). If the failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by the disposition of sufficient non-qualifying assets within 30 days after the close of that quarter. An example of such an acquisition would be an increase in our interest in our operating partnership as a result of the exercise of OP units or an additional capital contribution of proceeds from an offering of capital stock by us.

Furthermore, the failure to satisfy the asset tests can be remedied even after the 30-day cure period. If the total value of the assets that caused a failure of the 5% test, the 10% voting securities test or the 10% value test does not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter and $10,000,000, a REIT can cure such a failure by disposing of sufficient assets to cure such a violation within six months following the last day of the quarter in which the REIT first identifies the failure of the asset test. For a violation of any of the asset tests attributable to the ownership of assets the total value of which exceeds the amount described in the preceding sentence, a REIT can avoid disqualification as a REIT if the violation is due to reasonable cause and the REIT disposes of an amount of assets sufficient to cure such violation within the six-month period described in the preceding sentence, pays a tax equal to the greater of $50,000 or the highest corporate income tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets, and files a schedule with the IRS that describes the assets that caused us to tax the asset. The applicable Treasury Regulations have yet to be issued. Thus, it is not possible to state with precision under what circumstances we would be entitled to the benefit of these provisions.

We intend to monitor our compliance with the asset tests and take such actions within 30 days after the close of any quarter, to the extent reasonably practicable, as may be required to cure any noncompliance. If we fail to cure noncompliance with the asset tests within such time period, we would cease to qualify as a REIT unless we could avail ourselves of available relief provisions. In certain circumstances, utilization of such provisions could result in us being required to pay an excise or penalty tax, which tax could be significant in amount.

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Annual Distribution Requirements

In order to qualify as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders in an amount at least equal to:

Ÿ the sum of: (a) 90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and the REIT’s net capital gain, and (b) 90% of our after tax net income, if any, from foreclosure property; minus

Ÿ the sum of certain items of non-cash income.

For purposes of this test, non-cash income means income attributable to leveled stepped rents, original issue discount included in our taxable income without the receipt of a corresponding payment, cancellation of indebtedness or a like-kind exchange that is later determined to be taxable.

Dividend distributions generally must be paid in the taxable year to which they relate. Dividends may be paid in the following taxable year in two circumstances. First, dividends may be paid in the following taxable year if declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment date after such declaration. Second, if we declare a dividend in October, November or December of any year with a record date in one of those months and pay the dividend on or before January 31 of the following year, we will be treated as having paid the dividend on December 31 of the year in which the dividend was declared. We currently intend to make timely distributions sufficient to satisfy these annual distribution requirements. In this regard, our operating partnership’s partnership agreement authorizes us, as general partner, to take such steps as may be necessary to cause our operating partnership to distribute to its partners an amount sufficient to permit us to meet these distribution requirements.

In order for distributions to be counted toward satisfying the annual distribution requirement for REITs, and to provide us with a REIT-level tax deduction, the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is (1) pro rata among all outstanding shares within a particular class, and (2) in accordance with the preferences among different classes of stock as set forth in our organizational documents.

To the extent that we distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax at ordinary corporate tax rates on the retained portion. We may elect to retain, rather than distribute, our net long-term capital gains and pay tax on such gains. In this case, we could elect to have our stockholders include their proportionate share of such undistributed long-term capital gains in income, and to receive a corresponding credit for their share of the tax paid by us. Stockholders of ours would then increase the adjusted basis of their common stock by the difference between the designated amounts included in their long-term capital gains and the tax deemed paid with respect to their shares. To the extent that a REIT has available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that it must make in order to comply with the REIT distribution requirements. Such losses, however, will generally not affect the character, in the hands of stockholders, of any distributions that are actually made by the REIT, which are generally taxable to stockholders to the extent that the REIT has current or accumulated earnings and profits.

If we should fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain net income for such year, and (3) any undistributed taxable income from prior periods, we would be subject to a 4% excise tax on the excess of such required distribution over the sum of (a) the amounts actually distributed and (b) the amounts of income retained on which we have paid corporate income tax. We intend to make timely distributions so that we are not subject to the 4% excise tax.

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It is possible that we, from time to time, may not have sufficient cash to meet the distribution requirements due to timing differences between (1) the actual receipt of cash, including receipt of distributions from our subsidiaries, and (2) our inclusion of items in income for federal income tax purposes. In the event that such timing differences occur, in order to meet the distribution requirements, it might be necessary to arrange for short-term, or possibly long-term, borrowings, or to pay taxable dividends in the form of stock or in-kind distributions of property.

In certain circumstances, we may be able to rectify a failure to meet the distribution requirements for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In we do pay “deficiency dividends,” we may be able to avoid losing our REIT status or being taxed on amounts distributed as deficiency dividends. However, we will be required to pay interest and a penalty based on the amount of any deduction taken for deficiency dividends. We currently do not have any plans, however, to pay a portion of our dividends in stock.

If we were to recognize “built-in-gain” (as defined below) on the disposition of any assets acquired from a “C” corporation in a transaction in which our basis in the assets was determined by reference to the “C” corporation’s basis (for instance, if the assets were acquired in a tax-free reorganization), we would be required to distribute at least 90% of the built-in-gain net of the tax it would pay on such gain. “Built-in-gain” is the excess of (a) the fair market value of the asset (measured at the time of acquisition) over (b) the basis of the asset (measured at the time of acquisition).

Record-Keeping Requirements

We are required to comply with applicable record-keeping requirements. Failure to comply could result in monetary fines.

Failure to Qualify

Specified cure provisions may be available to us in the event we discover a violation of a provision of the Code that would result in our failure to qualify as a REIT. Except with respect to violations of the REIT income tests and asset tests (for which the cure provisions are described above), and provided the violation is due to reasonable cause and not due to willful neglect, these cure provisions generally impose a $50,000 penalty for each violation in lieu of a loss of REIT status. If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions of the Code do not apply, we would be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we are not a REIT would not be deductible by us, nor would they be required to be made. In this situation, to the extent of current and accumulated earnings and profits, all distributions to stockholders that are individuals will generally be taxable at a rate of 20%, and, subject to limitations of the Code, corporate stockholders may be eligible for the dividends received deduction. Unless we are entitled to relief under specific statutory provisions, we would also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether, in all circumstances, we would be entitled to this statutory relief. We intend to take advantage of any and all relief provisions that are available to us to cure any violation of the requirements applicable to REITs.

Tax Aspects of Investments in our Operating Partnership

General

We hold substantially all of our real estate assets through a single operating partnership that holds pass-through subsidiaries. In general, an entity classified as a partnership (or a disregarded entity) for federal income tax purposes is a “pass-through” entity that is not subject to federal income

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tax. Rather, partners or members are allocated their proportionate shares of the items of income, gain, loss, deduction, and credit of the entity, and are potentially subject to tax on these items, without regard to whether the partners or members receive a distribution from the entity. Thus, we include in our income our proportionate share of these income items for purposes of the various REIT income tests and in the computation of our REIT taxable income. Moreover, for purposes of the REIT asset tests, we include our proportionate share of the assets held by the operating partnership. Consequently, to the extent that we hold an equity interest in our operating partnership, our operating partnership’s assets and operations may affect our ability to qualify as a REIT.

Entity Classification

Our investment in our operating partnership involves special tax considerations, including the possibility of a challenge by the IRS of the tax status of such partnership. If the IRS were to successfully treat our operating partnership as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, our operating partnership would be subject to an entity-level tax on its income. In such a situation, the character of our assets and items of our gross income would change and could preclude us from satisfying the REIT asset tests or the gross income tests as discussed in “Taxation of QTS Realty Trust, Inc.—Taxation of REITs in General—Asset Tests” and “Taxation of QTS Realty Trust, Inc.—Taxation of REITs in General—Income Tests,” and in turn could prevent us from qualifying as a REIT unless we are eligible for relief from the violation pursuant to relief provisions described above. See “Taxation of QTS Realty Trust, Inc.—Failure to Qualify,” above, for a discussion of the effect of our failure to meet these tests for a taxable year, and of the relief provisions. In addition, any change in the status of the operating partnership for tax purposes could be treated as a taxable event, in which case we could have taxable income that is subject to the REIT distribution requirements without receiving any cash.

A partnership is a “publicly-traded partnership” under Section 7704 of the Code is:

(1) interests in the partnership are traded on an established securities market; or

(2) interests in the partnership are readily tradable on a “secondary market” or the “substantial equivalent” of a secondary market.

We and our operating partnership intend to take the reporting position for federal income tax purposes that our operating partnership is not a publicly-traded partnership. There is a risk, however, that the right of a holder of OP units to redeem the units for shares of common stock could cause OP units to be considered readily tradable on the substantial equivalent of a secondary market. Under the relevant Treasury regulations, interests in a partnership will not be considered readily tradable on a secondary market, or on the substantial equivalent of a secondary market, if the partnership qualifies for specified “safe harbors,” which are based on the specific facts and circumstances relating to the partnership. We believe that our operating partnership will qualify for at least one of these safe harbors at all times in the foreseeable future. Our operating partnership cannot provide any assurance that it will continue to qualify for one of the safe harbors mentioned above.

If our operating partnership is a publicly-traded partnership, it will be taxed as a corporation unless at least 90% of its gross income consists of “qualifying income” under Section 7704 of the Code. Qualifying income is generally real property rents and other types of passive income. We believe that our operating partnership will have sufficient qualifying income so that it would be taxed as a partnership, even if it were a publicly-traded partnership. The income requirements applicable to us in order to qualify as a REIT under the Code and the definition of qualifying income under the publicly-traded partnership rules are very similar. Although differences exist between these two income test, we do not believe that these differences would cause the operating partnership not to satisfy the 90% gross income test applicable to publicly-traded partnerships.

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Tax Allocations with Respect to the Properties

In general, under the Code and the Treasury regulations, income, gain, loss, and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in that partnership must be allocated for tax purposes in a manner such that the contributing partner is charged with, or benefits from, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution, and the adjusted tax basis of such property at the time of contribution (a “book-tax difference”). Such allocations are solely made for federal income tax purposes and do not affect other economic or legal arrangements among the partners.

These general rules may apply to a contribution of property by us to our operating partnership. To the extent that the operating partnership acquires appreciated (or depreciated) properties by way of capital contributions from its partners, allocations would need to be made in a manner consistent with these requirements. Where a partner contributes cash to a partnership at a time at which the partnership holds appreciated (or depreciated) property, the Treasury regulations provide for a similar allocation of these items to the other (i.e. non-contributing) partners. These rules may also apply to the contribution by us to our operating partnership of the net cash proceeds received in offerings of our stock. As a result, members, including us, could be allocated greater or lesser amounts of depreciation and taxable income in respect of our operating partnership’s properties than would be the case if all of the operating partnership’s assets (including any contributed assets) had a tax basis equal to their fair market values at the time of any contributions to our operating partnership. This could cause us to recognize taxable income in excess of cash flow from our operating partnership, which might adversely affect our ability to comply with the REIT distribution requirements discussed above.

While our operating partnership uses the “remedial method” under Section 704(c) of the Code with respect to the appreciation that existed with respect to the properties contributed to the operating partnership in 2009, or the 2009 Contribution, we use the “traditional method” under Section 704(c) of the Code with respect to all appreciation with respect to those properties (and all other properties) from the time of the 2009 Contribution to the time of this offering. Our operating partnership will use the “traditional method” with respect to the properties contributed in connection with the formation transactions. As a result of the operating partnership’s use of the “traditional method” with respect to appreciation since 2009, our tax depreciation deductions attributable to those properties may be lower, and gain on sale of such property may be higher, than they would have been if our operating partnership had acquired those properties for cash (or were to use the “remedial method” with respect to appreciation in our properties since 2009). If we receive lower tax depreciation deductions from contributed properties, we would recognize increased taxable income, which could increase the annual distributions that we are required to make under the federal income tax rules applicable to REITs or cause a higher portion of our distributions to be treated as taxable dividend income, instead of a tax-free return of capital or a capital gain. See “U.S. Federal Income Tax Considerations—Taxation of Holders of Stock.”

Taxation of Holders of Stock

Taxation of Taxable U.S. Stockholders

As used in the remainder of this discussion, the term “U.S. holder” means a beneficial owner of ours that is for federal income tax purposes:

1. an individual who is a citizen or resident of the United States;

2. a corporation (or entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, or any state thereof, or the District of Columbia;

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3. an estate, the income of which is subject to United States federal income taxation regardless of its source; or

4. a trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or (2) it has a valid election in place to be treated as a U.S. person.

Generally, if an entity or arrangement treated as a partnership for federal income tax purposes holds our stock, the treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our stock, you should consult with your tax advisor regarding the tax consequences of the ownership and disposition of our stock.

A “non-U.S. holder” is a holder, including any partner in a partnership that holds our stock that is not a U.S. holder.

Distributions Generally.    So long as we qualify as a REIT, distributions out of our current or accumulated earnings and profits that are not designated as capital gains dividends or “qualified dividend income” will be taxable to our taxable U.S. holders as ordinary income and will not be eligible for the dividends received deduction in the case of U.S. holders that are corporations. For purposes of determining whether distributions to holders of stock are out of current or accumulated earnings and profits, our earnings and profits will be allocated first to any outstanding shares of preferred stock and then to our outstanding shares of common stock.

To the extent that we make distributions in excess of our current and accumulated earnings and profits, these distributions will be treated first as a tax-free return of capital to each U.S. holder. This treatment will reduce the adjusted tax basis that each U.S. holder has in its shares for tax purposes by the amount of the distribution, but not below zero. Distributions in excess of a U.S. holder’s adjusted tax basis in its shares will be taxable as capital gains, provided that the shares have been held as a capital asset, and will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November, or December of any year and payable to a holder of record on a specified date in any of these months shall be treated as both paid by us and received by the holder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following calendar year.

Capital Gain Dividends; Retained Net Capital Gain.    We may elect to designate distributions of our net capital gain as “capital gain dividends.” Distributions that we properly designate as “capital gain dividends” will be taxable to our taxable U.S. holders as gain from the sale or disposition of a capital asset to the extent that such gain does not exceed our actual net capital gain for the taxable year. Designations made by us will only be effective to the extent that they comply with Revenue Ruling 89-81, which requires that distributions made to different classes of shares be composed proportionately of dividends of a particular type. If we designate any portion of a dividend as a capital gain dividend, a U.S. holder will receive an IRS Form 1099-DIV indicating the amount that will be taxable to the holder as capital gain. Corporate stockholders may be required to treat up to 20% of some capital gain dividends as ordinary income.

Instead of paying capital gain dividends, we may designate all or part of our net capital gain as “undistributed capital gain.” We will be subject to tax at regular corporate rates on any undistributed capital gain. A U.S. holder (a) will include in its income as long-term capital gains its proportionate share of such undistributed capital gain; and (b) will be deemed to have paid its proportionate share of the tax paid by us on such undistributed capital gain and receive a credit or a refund to the extent that the tax paid by us exceeds the U.S. holder’s tax liability on the undistributed capital gain. A U.S. holder will increase the basis in its stock by the difference between the amount of capital gain included in its income and the amount of tax it is deemed to have paid. A U.S. holder that is a corporation will

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appropriately adjust its earnings and profits for the retained capital gain in accordance with Treasury regulations to be prescribed by the IRS. Our earnings and profits will be adjusted appropriately. A U.S. holder will increase the basis in its stock by the difference between the amount of capital gain included in its income and the amount of tax it is deemed to have paid. Our E&P will be adjusted appropriately.

We will classify portions of any designated capital gain dividend or undistributed capital gain as either:

(1) a long-term capital gain distribution, which would be taxable to non-corporate U.S. stockholders at a maximum rate of 20%, and to U.S. holders that are corporations at a maximum rate of 35%; or

(2) an “unrecaptured Section 1250 gain” distribution, which would be taxable to non-corporate U.S. stockholders at a maximum rate of 25%, to the extent of previously claimed depreciation deductions.

Designations made by us will be effective only to the extent that they comply with Revenue Ruling 89-81, which requires that distributions made to different classes of shares be composed proportionately of dividends of a particular type. If we designate any portion of our net capital gain as undistributed capital gain, a U.S. holder will receive an IRS Form 2439 indicating the total amount of undistributed capital gain, the amount of unrecaptured Section 1250 gain, if any, and the tax paid by us on the undistributed capital gain.

Qualified Dividend Income.    We may designate a portion of our distributions paid to U.S. holders as “qualified dividend income.” That portion of a distribution which is properly designated as qualified dividend income is taxable to non-corporate U.S. holders at long-term capital gain rates, provided that the U.S. holder has held the shares with respect to which the distribution is made for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which such stock became ex-dividend with respect to the relevant distribution. The maximum amount of our distributions eligible to be designated as qualified dividend income for a taxable year is equal to the sum of:

Ÿ the qualified dividend income received by us during such taxable year from regular corporations (including our taxable REIT subsidiary);

Ÿ the excess of any “undistributed” REIT taxable income recognized during the immediately preceding year over the federal income tax paid by us with respect to such undistributed REIT taxable income; and

Ÿ the excess of any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired in a carry-over basis transaction from a regular corporation over the federal income tax paid by us with respect to such built-in gain.

Generally, dividends that we receive will be treated as qualified dividend income for purposes of the first bullet above if (A) the dividends are received from (i) a U.S. corporation (other than a REIT or a regulated investment company), (ii) our taxable REIT subsidiary, or (iii) a “qualified foreign corporation,” and (B) specified holding period requirements and other requirements are met. A foreign corporation (generally excluding a “passive foreign investment company”) will be a qualified foreign corporation if it is incorporated in a possession of the United States, the corporation is eligible for benefits of an income tax treaty with the United States that the Secretary of Treasury determines is satisfactory, or the shares of the foreign corporation on which the dividend is paid is readily tradable on an established securities market in the United States.

If we designate any portion of a dividend as a capital gain dividend or as qualified dividend income, the amount that will be taxable to the U.S. holder as capital gain or as qualified dividend income will be indicated to U.S. holders on IRS Form 1099-DIV.

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Dispositions of Stock.    In general, a U.S. holder will realize gain or loss upon the sale, redemption, or other taxable disposition of our stock in an amount equal to the difference between the sum of the fair market value of any property received and the amount of cash received in such disposition, and the U.S. holder’s adjusted tax basis in the stock at the time of the disposition. In general, a U.S. holder’s tax basis will equal the U.S. holder’s acquisition cost, increased by the excess of net capital gains deemed distributed to the U.S. holder (discussed above), less tax deemed paid on it, and reduced by returns of capital. In general, capital gains recognized by U.S. holders taxed at individual rates upon the sale or disposition of our stock will be subject to a maximum federal income tax rate of 20% if the stock is held for more than 12 months, and will be taxed at ordinary income rates of up to 39.6% if the stock is held for 12 months or less. Gains recognized by U.S. holders that are corporations are subject to federal income tax at a maximum rate of 35%, whether or not classified as long-term capital gains. Capital losses recognized by a U.S. holder upon the disposition of stock held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain income of the U.S. holder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of stock by a U.S. holder who has held the stock for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of distributions received from us that are required to be treated by the U.S. holder as long-term capital gain.

If a U.S. holder recognizes a loss upon a subsequent sale or other disposition of our stock in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transaction to the IRS. While these regulations are directed towards “tax shelters,” they are written broadly and apply to transactions that would not typically be considered tax shelters. In addition significant penalties are imposed by the Code for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of our stock, or transactions that might be undertaken directly or indirectly by us. Moreover, you should be aware that we and other participants in the transactions involving us (including their advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Passive Activity Losses and Investment Interest Limitations.    Distributions made by us and gain arising from the sale or exchange by a U.S. holder of our stock will not be treated as passive activity income. As a result, U.S. holders will not be able to apply any “passive losses” against income or gain relating to our stock. Distributions made by us, to the extent they do not constitute return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.

Medicare Tax.    The Health Care and Reconciliation Act of 2010 requires that, in certain circumstances, certain U.S. holders that are individuals, estates, and trusts pay a 3.8% tax on “net investment income,” which includes, among other things, dividends on and gains from the sale or other disposition of stock to the extent the U.S. holder’s adjusted gross income exceeds certain thresholds. Prospective investors should consult their own tax advisors regarding this potential impact of this tax on their individual circumstances.

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Taxation of Non-U.S. Stockholders

The following is a summary of certain federal income and estate tax consequences of the ownership and disposition of our stock applicable to non-U.S. holders of our stock. The discussion is based on current law and is for general information only. It addresses only selected, and not all, aspects of federal income and estate taxation.

Distributions Generally.    As described in the discussion below, distributions paid by us with respect to our common stock will be treated for federal income tax purposes as:

Ÿ ordinary dividends;

Ÿ return of capital distributions; or

Ÿ long-term capital gain.

This discussion assumes that our common stock will be considered regularly traded on an established securities market for purposes of the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, provisions described below. If our common stock is not regularly traded on an established securities market, the tax considerations described below would materially differ.

Ordinary Income Dividends.    Subject to the discussion below, distributions by us to a non-U.S. stockholder generally will be treated as ordinary dividends to the extent that they are made out of our current or accumulated earnings and profits and:

Ÿ are not attributable to our net capital gain, or

Ÿ the distribution is attributable to our net capital gain from the sale of “U.S. real property interests,” or USRPIs, and the non-U.S. stockholder owns 5% or less of the value of our common stock at all times during the one-year period ending on the date of distribution.

We generally expect to withhold U.S. income tax at the rate of 30% on any distribution (including distributions that may later be determined to have been made in excess of current and accumulated E&P) made to a non-U.S. holder unless:

Ÿ a lower treaty rate applies and the non-U.S. holder files an Internal Revenue Service Form W-8BEN with us evidencing eligibility for that reduced rate is filed with us;

Ÿ the non-U.S. holder files an Internal Revenue Service Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. holder’s trade or business; or

Ÿ the non-U.S. holder is a foreign sovereign or controlled entity of a foreign sovereign and also provides an IRS Form W-8EXP claiming an exemption from withholding under section 892 of the Code.

Distributions in excess of our current or accumulated earnings and profits that do not exceed the adjusted basis of the non-U.S. holder in its stock will reduce the non-U.S. holder’s adjusted basis in its stock and will not be subject to federal income tax. Distributions in excess of current and accumulated earnings and profits that do exceed the adjusted basis of the non-U.S. holder in its stock will be treated as gain from the sale of its stock, the tax treatment of which is described below. See “—Dispositions of Stock.”

We may be required to withhold at least 10% of any distribution in excess of our current and accumulated earnings and profits, even if a lower treaty rate applies or the non-U.S. holder is not liable for tax on the receipt of that distribution. However, a non-U.S. holder may seek a refund of these amounts from the Internal Revenue Service if the non-U.S. holder’s U.S. tax liability with respect to the distribution is less than the amount withheld.

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Capital Gain Dividends.    A distribution paid by us to a non-U.S. holder will be treated as long-term capital gain if the distribution is paid out of our current or accumulated E&P and:

Ÿ the distribution is attributable to our net capital gain (other than from the sale of USRPIs) and we timely designate the distribution as a capital gain dividend; or

Ÿ the distribution is attributable to our net capital gain from the sale of USRPIs and the non-U.S. holder owns more than 5% of the value of our common stock at any point during the one year period ending on the date of distribution.

Distributions to non-U.S. holders that are designated by us at the time of distribution as capital gain dividends generally should not be subject to federal income taxation, unless:

Ÿ the investment in our stock is effectively connected with the non-U.S. holder’s U.S. trade or business, in which case the non-U.S. holder will be subject to tax on a net basis in a manner similar to the taxation of U.S. holders with respect to such gain, except that a holder that is a foreign corporation may also be subject to the additional 30% branch profits tax; or

Ÿ the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and either has a “tax home” in the United States or with respect to whom certain other conditions exist, in which case such nonresident alien individual will be subject to a 30% tax on the individual’s capital gain.

Under FIRPTA, distributions that are attributable to net capital gain from the sale by us of USRPIs and paid to a non-U.S. holder that owns more than 5% of the value of our common stock at any time during the taxable year during the one year period ending on the date on which the distribution is paid will be subject to tax as income effectively connected with a U.S. trade or business. The FIRPTA tax will apply to these distributions whether or not the distribution is designated as a capital gain dividend. Such distributions may be subject to a 30% branch profits tax.

With respect to a non-U.S. holder receiving a distribution that is treated as a capital gain dividend or could be treated as a capital gain dividend, we will withhold and remit to the IRS 35% of any distribution to that non-U.S. holders that is either designated as a capital gain dividend, or, if greater, 35% of a distribution that could have been designated as a capital gain dividend. Distributions can be designated as capital gain to the extent of our net capital gain for the taxable year of the distribution. The amount withheld is creditable against the non-U.S. holder’s federal income tax liability or refundable when the non-U.S. holder properly and timely files a tax return with the IRS.

It is not entirely clear whether distributions that are (i) otherwise treated as capital gain dividends, (ii) not attributable to the disposition of a U.S. real property interest, and (iii) paid to non-U.S. holders who own less than 5% of the value of the class of our stock in respect of which the distributions are made at all times during the relevant taxable year, will be treated as (a) long-term capital gain to such non-U.S. holders or as (b) ordinary dividends taxable in the manner described above. If we were to pay a capital gain dividend described in the prior sentence, non-U.S. holders should consult their tax advisers regarding the taxation of such distribution in their particular circumstances.

Retention of Net Capital Gains.    Although the law is not clear on the matter, it appears that amounts designated by us as retained capital gains in respect of the stock held by U.S. holders generally should be treated with respect to non-U.S. holders in the same manner as actual distributions by us of capital gain dividends. Under that approach, a non-U.S. holder would be able to offset as a credit against its United States federal income tax liability resulting therefrom, an amount equal to its proportionate share of the tax paid by us on such undistributed capital gains, and to receive from the IRS a refund to the extent its proportionate share of such tax paid by us were to exceed its actual United States federal income tax liability, and the non-U.S holder timely files an appropriate claim for refunds.

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Dispositions of Stock.    Unless our stock constitutes a USRPI, a sale of our stock by a non-U.S. holder generally will not be subject to U.S. taxation under FIRPTA. Generally, with respect to any particular stockholder, our common stock will constitute a USRPI only if each of the following three statements is true:

Ÿ 50% or more of all of our assets throughout a prescribed testing period consist of interests in real property located within the United States, excluding, for this purpose, interests in real property solely in a capacity as a creditor;

Ÿ We are not a “domestically controlled qualified investment entity.” A domestically controlled qualified investment entity includes a REIT in which, at all times during a specified testing period, less than 50% in value of its shares is held directly or indirectly by non-U.S. holders. We believe that we will be a domestically controlled qualified investment entity and, therefore, that the sale of our stock by a non-U.S. holder would not be subject to taxation under FIRPTA. Because our stock will be publicly traded, however, we cannot guarantee that we will continue to be a domestically controlled qualified investment entity.

Ÿ Either (1) our common stock is not “regularly traded,” as defined by applicable Treasury regulations, on an “established securities market” in the U.S., or (2) our common stock is “regularly traded” on an “established securities market” in the U.S. and the selling non-U.S. holder has held over 5% of the value of our outstanding common stock at any time during the shorter of the period during which the non-U.S. holder held the stock or the five-year period ending on the date of the sale or exchange. We expect that our common stock will be “regularly traded” on an established securities market.

Specific wash sales rules applicable to sales of REIT stock could result in gain recognition, taxable under FIRPTA, upon the sale of our common stock even if we are a domestically controlled qualified investment entity. These rules would apply if a non-U.S. holder (1) disposes of our common stock within a 30–day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been taxable to such non-U.S. holder as gain from the sale or exchange of a USRPI, (2) acquires, or enters into a contract or option to acquire, our common stock during the 61–day period that begins 30 days prior to such ex-dividend date, and (3) if our common stock is “regularly traded” on an “established securities market” in the U.S., such non-U.S. holder has owned more than 5% of our outstanding common stock at any time during the 1-year period ending on the date of such distribution.

If gain on the sale of our stock were subject to taxation under FIRPTA, the non-U.S. holder would be subject to the same treatment as a U.S. holder with respect to such gain, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of non-resident alien individuals, and the purchaser of the stock could be required to withhold 10% of the purchase price and remit such amount to the IRS.

Gain from the sale of our stock that would not otherwise be subject to FIRPTA will nonetheless be taxable in the United States to a non-U.S. holder if: (1) the non-U.S. holder’s investment in our stock is effectively connected with a U.S. trade or business conducted by such non-U.S. holder, in which case the non-U.S. holder will be subject to the same treatment as a U.S. holder with respect to such gain, or (2) the non-U.S. holder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gain. In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our stock (subject to the 5% exception applicable to “regularly traded” shares described above), a non-U.S. holder may be treated as having gain from the sale or exchange of a USRPI if the non-U.S. holder (1) disposes of our stock within a 30-day period preceding the ex-dividend date of a distribution, any

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portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, substantially identical stock within 30 days after such ex-dividend date.

Taxation of U.S. Tax-Exempt Stockholders

U.S. tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from federal income taxation. However, they are subject to taxation on their unrelated business taxable income, or UBTI. Provided that (1) a tax-exempt holder has not held our stock as “debt financed property” within the meaning of the Code (i.e. where the acquisition or holding of the property is financed through a borrowing by the tax-exempt holder), and (2) our stock is not otherwise used in an unrelated trade or business, distributions from us and income from the sale of our stock should not give rise to UBTI to a tax-exempt holder.

Tax-exempt holders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from federal income taxation under sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code, respectively, are subject to different UBTI rules, which generally will require them to characterize distributions from us as UBTI.

In certain circumstances, a pension trust that owns more than 10% of our stock could be required to treat a percentage of the dividends from us as UBTI, if we are a “pension-held REIT.” We will not be a pension-held REIT unless either (1) one pension trust owns more than 25% of the value of our stock, or (2) a group of pension trusts, each individually holding more than 10% of the value of our stock, collectively owns more than 50% of such stock. Certain restrictions on ownership and transfer of our stock should generally prevent a tax-exempt entity from owning more than 10% of the value of our stock, or our becoming a pension-held REIT.

U.S. tax-exempt holders are urged to consult their tax advisors regarding the federal, state, local and foreign tax consequences of owning our stock.

Information Reporting and Backup Withholding Tax Applicable to Stockholders

U.S. Stockholders

In general, information-reporting requirements will apply to payments of distributions on our stock and payments of the proceeds of the sale of our stock to some U.S. holders, unless an exception applies. Further, the payer will be required to withhold backup withholding tax on such payments at the rate of 28% if:

(1) the payee fails to furnish a taxpayer identification number, or TIN, to the payer or to establish an exemption from backup withholding;

(2) the IRS notifies the payer that the TIN furnished by the payee is incorrect;

(3) there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Code; or

(4) there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Code.

Some holders of our stock, including corporations, may be exempt from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a credit against the holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the IRS.

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Withholding on Payments in Respect of Certain Foreign Accounts.    As described below, certain future payments made to “foreign financial institutions” and “non-financial foreign entities” may be subject to withholding at a rate of 30%. U.S. stockholders should consult their tax advisors regarding the effect, if any, of this withholding provision on their ownership and disposition of our common stock. See “—Non-U.S. Stockholders—Withholding on Payments to Certain Foreign Entities” below.

Non-U.S. Stockholders.    Generally, information reporting will apply to payments of distributions on our stock, and backup withholding described above for a U.S. holder will apply, unless the payee certifies that it is not a United States person or otherwise establishes an exemption.

The payment of the proceeds from the disposition of our stock to or through the United States office of a United States or foreign broker will be subject to information reporting and, possibly, backup withholding as described above for U.S. holders, or the withholding tax for non-U.S. holders, as applicable, unless the non-U.S. holder certifies as to its non-U.S. status or otherwise establishes an exemption, provided that the broker does not have actual knowledge that the holder is a United States person or that the conditions of any other exemption are not, in fact, satisfied. The proceeds of the disposition by a non-U.S. holder of our stock to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is a United States person, a controlled foreign corporation for United States tax purposes, or a foreign person 50% or more of whose gross income from all sources for specified periods is from activities that are effectively connected with a United States trade or business, a foreign partnership 50% or more of whose interests are held by partners who are United States persons, or a foreign partnership that is engaged in the conduct of a trade information reporting generally will apply as though the payment was made through a United States office of a United States or foreign broker unless the broker has documentary evidence as to the non-U.S. holder’s foreign status and has no actual knowledge to the contrary.

Applicable Treasury regulations provide presumptions regarding the status of payees when the payee cannot be reliably associated with appropriate documentation provided to the payer. If a non-U.S. holder fails to comply with the information reporting requirement, payments to such person may be subject to the full withholding tax even if such person might have been eligible for a reduced rate or withholding or no withholding under an applicable income tax treaty. Because the application of the Treasury regulations varies depending on the holder’s particular circumstances, you are urged to consult your tax advisor regarding the information reporting requirements applicable to you.

Backup withholding is not an additional tax. Any amounts that we withhold under the backup withholding rules will be refunded or credited against the non-U.S. holder’s federal income tax liability if certain required information is furnished to the IRS. Non-U.S. holders should consult with their own tax advisors regarding application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury regulations.

Withholding on Payments to Certain Foreign Entities.    The Foreign Account Tax Compliance provisions of the Hire Act or “FATCA,” which was enacted in 2010, imposes a 30% withholding tax on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification obligation requirements are satisfied.

The Treasury Department and the IRS have issued final regulations under FATCA. As a general matter, FATCA imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of, our common stock if paid to a foreign entity unless either (i) the foreign entity is a “foreign financial institution” that undertakes certain due diligence, reporting, withholding, and

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certification obligations, or in the case of a foreign financial institution that is a resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA, the entity complies with the diligence and reporting requirements of such agreement, (ii) the foreign entity is not a “foreign financial institution” and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is excepted under FATCA. Under delayed effective dates provided for in the regulations and recent administrative guidance, the required withholding would not begin until July 1, 2014 with respect to dividends on our shares, and January 1, 2017 with respect to gross proceeds from a sale or other disposition of our shares.

If withholding is required under FATCA on a payment related to our shares, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction (provided that such benefit is available). Prospective investors should consult their tax advisors regarding the effect of FATCA in their particular circumstances.

Other Tax Considerations

Legislative or Other Actions Affecting REITs

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. We cannot give you any assurances as to whether, or in what form, any proposals affecting REITs or their stockholders will be enacted. Changes to the federal tax laws and interpretations thereof could adversely affect an investment in our stock.

State, Local and Foreign Taxes

We and our subsidiaries and the holders of our stock may be subject to state, local or foreign taxation in various jurisdictions, including those in which it or they transact business, own property or reside. We own data centers located in a number of jurisdictions, and may be required to file tax returns in some or all of those jurisdictions. The state, local or foreign tax treatment of us and holders of our stock may not conform to the federal income tax treatment discussed above. We will pay foreign property taxes, and dispositions of foreign property or operations involving, or investments in, foreign property may give rise to foreign income or other tax liability in amounts that could be substantial. Any foreign taxes incurred by us do not pass through to stockholders as a credit against their federal income tax liability. Prospective investors should consult their tax advisors regarding the application and effect of state, local and foreign income and other tax laws on an investment in our stock.

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UNDERWRITING

We, our operating partnership, the Selling Stockholder and the underwriters named below have entered into an underwriting agreement with respect to the shares of our Class A common stock being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and Jefferies LLC are joint book-running managers and the representatives of the underwriters. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc. and Morgan Stanley & Co. LLC are joint book-running managers.

Underwriters	Number of Shares
Goldman, Sachs & Co.
Jefferies LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Deutsche Bank Securities Inc.
KeyBanc Capital Markets Inc.
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
Stifel, Nicolaus & Company, Incorporated
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional                 shares from us and the Selling Stockholder to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the company and the Selling Stockholder. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase                 additional shares from us and the Selling Stockholder.

Paid by the Company
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Paid by the Selling Stockholder
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

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Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and our officers and directors and the Selling Stockholder have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our Class A common stock (including OP units) during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release of the announcement of the material news or material event.

Prior to the offering, there has been no public market for shares of our Class A common stock. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We intend to apply to have our Class A common stock listed on the NYSE under the symbol “QTS.”

In connection with the offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of this offering.

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The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the market price of our common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “relevant member state”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “relevant implementation date”), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

Ÿ to any legal entity which is a qualified investor as defined in the Prospectus Directive;

Ÿ to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by us for any such offer; or

Ÿ in any other circumstances falling within Article 3(2) of the Prospectus Directive.

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of shares to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that relevant member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA would not, if we were not an authorized person, apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

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The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise

258

pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or the DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

We have not and will not register with the Swiss Financial Market Supervisory Authority, or FINMA, as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended, or CISA, and accordingly the securities being offered pursuant to this prospectus have not and will not be approved, and may not be licenseable, with FINMA. Therefore, the securities have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the securities offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The securities may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended, or CISO, such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the securities are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

259

We and the Selling Stockholder estimate that the total expenses of this offering payable by us and them, excluding underwriting discounts and commissions, will be approximately $        . We will pay the reasonable legal fees and disbursements incident to securing any required review by the Financial Industry Regulatory Authority, Inc., or FINRA, of the terms of the sale of the shares up to $         (excluding filing fees).

We and the Selling Stockholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses. Affiliates of each of the underwriters of this offering are lenders under our unsecured credit facility. Since we intend to use a portion of the net proceeds received by us from this offering to repay amounts outstanding under our unsecured credit facility, these lenders will receive their proportionate shares of any amount of our unsecured credit facility that is repaid with the net proceeds received by us from this offering. The repayments of amounts outstanding under our unsecured revolving credit facility will not affect the commitments of those affiliates of our underwriters to fund future amounts thereunder in accordance with the terms of the facility.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

260

LEGAL MATTERS

Certain legal matters in connection with this offering, including the validity of the common stock offered hereby and our certain tax matters, will be passed upon for us by Hogan Lovells US LLP, and certain legal matters in connection with this offering will be passed upon for the underwriters by Sidley Austin LLP.

EXPERTS

The consolidated financial statements of QualityTech, LP at December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012, and the related financial statement schedule, appearing in this prospectus and registration statement of QTS Realty Trust, Inc. have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The balance sheet of QTS Realty Trust, Inc. at July 2, 2013 has been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The statement of revenues and certain operating expenses of the Sacramento Property for the year ended December 31, 2011, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Ernst & Young LLP’s report refers to the fact that the statement of revenue and certain expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of revenue and expenses.

WHERE YOU CAN FIND MORE INFORMATION

We maintain a website at www.qualitytech.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be part of this prospectus.

We have filed with the SEC a registration statement on Form S-11, including exhibits, schedules and amendments filed with the registration statement, of which this prospectus is a part, under the Securities Act with respect to the common stock we propose to sell in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our Company and the common stock to be sold in this offering, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 100 F Street, N.E., Washington, DC 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement can be

261

obtained from the public reference room of the SEC upon payment of prescribed fees. In addition, the SEC maintains a website, http://www.sec.gov, that contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC.

As a result of this offering, we will become subject to the information and periodic reporting requirements of the Exchange Act and will file periodic reports and other information with the SEC. These periodic reports and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above.

262

INDEX TO FINANCIAL STATEMENTS

QTS Realty Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements:
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2013 (unaudited)	F-3
Pro Forma Condensed Consolidated Statement of Operations for the three months ended June 30, 2013 (unaudited)	F-4
Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2012 (unaudited)	F-5
Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)	F-6
Financial Statement:
Report of Independent Registered Public Accounting Firm	F-9
Balance Sheet as of July 2, 2013	F-10
Notes to Financial Statement	F-11
QualityTech, LP
Unaudited Interim Consolidated Financial Statements:
Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012	F-13
Statements of Operations and Comprehensive Loss (unaudited) for the three months ended June 30, 2013 and 2012	F-14
Statements of Changes in Partners’ Capital (unaudited) for the three months ended June 30, 2013	F-15
Statements of Cash Flows (unaudited) for the three months ended June 30, 2013 and 2012	F-16
Notes to Interim Consolidated Financial Statements (unaudited)	F-17
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	F-33
Balance Sheets as of December 31, 2012 and 2011	F-34
Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010	F-35
Statements of Changes in Partners’ Capital for the years ended December 31, 2012, 2011 and 2010	F-36
Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010	F-37
Notes to Consolidated Financial Statements	F-38
Schedule III—Real Estate Investments as of December 31, 2012	F-59
Sacramento Property
Report of Independent Auditors	F-60
Sacramento Property Statements of Revenues and Certain Operating Expenses	F-61

F-1

QTS REALTY TRUST, INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The accompanying pro forma condensed consolidated financial statements include the data center assets and operations of QualityTech, LP and, unless the context otherwise requires, its consolidated subsidiaries which comprise the data center business (the “Predecessor”). The unaudited pro forma condensed consolidated financial statements as of June 30, 2013, and for the six months ended June 30, 2013 and for the year ended December 31, 2012, are derived from QTS Realty Trust, Inc. (the “Company”), the Predecessor’s consolidated financial statements, and Sacramento Property financial statements and are presented as if this offering, the formation transactions, the Sacramento Property acquisition, and certain debt and equity financing transactions referred to herein had all occurred on June 30, 2013 for the pro forma condensed consolidated balance sheet and as of January 1, 2012 for the pro forma condensed consolidated statement of operations.

The Company was formed on May 17, 2013 and has had no corporate or business activity since its formation other than incurrence of costs to support this offering and the issuance of 1,000 shares of common stock at par value of $0.01. Upon completion of this offering and the formation transactions, the Company estimates that it will own directly or indirectly a         % interest in the operating partnership, will own QualityTech GP, LLC, the sole general partner of the operating partnership, and will have control over major decisions related to the sale or refinancing of the existing properties, acquisition of additional properties and day-to-day operations of the operating partnership and its subsidiaries.

The pro forma condensed consolidated financial statements are for informational purposes only and should be read in conjunction with the historical financial statements of the Predecessor, including the notes thereto, included elsewhere in this prospectus. The adjustments to the pro forma condensed consolidated financial statements are based on available information and assumptions that we consider reasonable. The pro forma condensed consolidated financial statements do not purport to represent our financial position or results of operations that would have actually occurred assuming this offering, the formation transactions, the Sacramento Property acquisition, and certain financing transactions referred to herein had all occurred on June 30, 2013, in the case of the pro forma condensed consolidated balance sheet, or on January 1, 2012, as it relates to the pro forma condensed consolidated statement of operations, nor does the information purport to project our financial position or results of operations as of any future date or for any future periods.

F-2

QTS REALTY TRUST, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2013

(Unaudited)

(Dollars in Thousands)

	Predecessor Historical(a)		Formation Transactions			Total Before This Offering		Receipts and Use of the Proceeds from This Offering(d)		Company Pro Forma
ASSETS
Real estate assets
Land	$	30,517	$	—		$	30,517	$	—	$	30,517
Buildings and improvements		670,783		—			670,783		—		670,783
Less: Accumulated depreciation		(119,576)		—			(119,576)		—		(119,576)
		581,724		—			581,724		—		581,724
Construction in progress		120,036		—			120,036		—		120,036
Real estate assets, net		701,760		—			701,760		—		701,760
Cash and cash equivalents		4,699		1			4,700		30,750		35,450
Rents and other receivables, net		13,016		—			13,016		—		13,016
Acquired intangibles, net		7,721		—			7,721		—		7,721
Deferred costs, net		18,564		—			18,564		—		18,564
Prepaid expenses		2,003		—			2,003		—		2,003
Other assets, net		9,733		935			10,668		(935)		9,733
TOTAL ASSETS	$	757,496	$	936		$	758,432	$	29,815	$	788,247
LIABILITIES AND STOCKHOLDER'S EQUITY
Mortgage notes payable	$	89,903	$	—		$	89,903	$	—	$	89,903
Unsecured credit facility		469,000		—			469,000		(244,000)		225,000
Capital lease obligations		2,163		—			2,163		—		2,163
Accounts payable and accrued liabilities		57,383		—			57,383		—		57,383
Advance rents, security deposits and other liabilities		2,239		935			3,174		—		3,174
Deferred income		6,874		—			6,874		—		6,874
Derivative liability		555		—			555		—		555
TOTAL LIABILITIES		628,117		935			629,052		(244,000)		385,052
STOCKHOLDERS' EQUITY
Predecessor' capital		129,380		(129,380)	(b)		—		—		—
Common stock		(1)		1	(b)		—		—		—
Paid in capital		—		129,380	(b)		129,380		273,815		403,195
		—		—	(c)		—		—		—
Total QTS Realty, Inc. stockholders' equity		129,379		1			129,380		273,815		403,195
Noncontrolling trust interest		—		—	(c)		—		—		—
Total equity		129,379		—			129,380		273,815		403,195
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	757,496	$	936		$	758,432	$	29,815	$	788,247

The accompanying notes are an integral part of the financial statements

F-3

QTS REALTY TRUST, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2013

(Unaudited)

(Dollars in Thousands, Except per Share Amounts)

	Predecessor Historical (AA)			Financing Transaction (BB)		Formation Transaction (CC)		Total Before This Offering			This Offering (DD)		Company Pro Forma
Revenues:
Rental	$	68,589		$	—	$	—	$	68,589		$	—	$	68,589
Recoveries from customers		6,322			—		—		6,322			—		6,322
Cloud and managed services		8,435			—		—		8,435			—		8,435
Other		1,092			—		—		1,092			—		1,092
Total revenues		84,438			—		—		84,438			—		84,438
Operating expenses:
Property operating costs		29,292			—		—		29,292			—		29,292
Real estate taxes and insurance		2,203			—		—		2,203			—		2,203
Depreciation and amortization		22,061			—		—		22,061			—		22,061
General and administrative		19,290			—				19,290			—		19,290
Total operating expenses		72,846			—				72,846			—		72,846
Operating income		11,592			—				11,592			—		11,592
Other income and expense:
Interest income		13			—		—		13			—		13
Interest expense		(11,634	)		4,102		—		(7,532	)		3,073		(4,459	)
Other (expense) income, net		(3,277	)		3,277		—		—			—		—
Net income (loss)	$	(3,306	)	$	7,379	$		$	4,073		$	3,073	$	7,146
Net loss attributable to redeemable Noncontrolling interests(EE)
Net income (loss) attributable to QTS Realty Trust, Inc	$			$		$		$			$		$
Basic income per share(FF)
Diluted income per share(FF)
Weighted average shares outstanding—basic(FF)
Dilutive LP units(FF)
Weighted average shares outstanding—dilutive(FF)

The accompanying notes are an integral part of the financial statements

F-4

QTS REALTY TRUST, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2012

(Unaudited)

(Dollars in Millions, Except Per Share Amounts)

	Predecessor Historical (AA)			Financing Transaction (BB)		Acquisition  of Sacramento Property (GG)			Formation Transaction (CC)		Total Before This Offering			This Offering (DD)		Company Pro Forma
Revenues:
Rental	$	120,758		$	—	$	10,377		$	—	$	131,135		$	—	$	131,135
Recoveries from customers		9,294			—		1,319			—		10,613			—		10,613
Cloud and managed services		14,497			—		—			—		14,497			—		14,497
Other		1,210			—		175			—		1,385			—		1,385
Total revenues		145,759			—		11,871			—		157,630			—		157,630
Operating expenses:
Property operating costs		51,506			—		5,487			—		56,993			—		56,993
Real estate taxes and insurance		3,632			—		672			—		4,304			—		4,304
Depreciation and amortization		34,932			—		4,506			—		39,438			—		39,438
General and administrative		35,986			—		624					36,610			—		36,610
Transaction costs		897			—		—			—		897			—		897
Restructuring charge		3,291			—		—			—		3,291			—		3,291
Total operating expenses		130,244			—		11,289					141,533			—		141,533
Operating income		15,515			—		582					16,097			—		16,097
Other income and expense:
Interest income		61			—		8			—		69			—		69
Interest expense		(25,140	)		12,068		(824	)		—		(13,896	)		3,791		(10,105	)
Other (expense) income, net		(1,151	)		—		(2	)		—		(1,153	)		—		(1,153	)
Income (loss) before gain on sale of real estate		(10,715	)		12,068		(236	)				1,117			3,791		4,908
Gain on sale of real estate		948			—		—			—		948			—		948
Net income (loss)		(9,767	)		12,068		(236	)				2,065			3,791		5,856
Net income attributable to redeemable Noncontrolling interests(EE)
Net income (loss) attributable to QTS Realty Trust Inc	$			$		$			$		$			$		$
Basic loss per share(FF)
Diluted loss per share(FF)
Weighted average shares outstanding—basic(FF)
Dilutive LP units(FF)
Weighted average shares outstanding—dilutive(FF)

The accompanying notes are an integral part of the financial statements

F-5

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Adjustments to the Pro Forma Consolidated Balance Sheet as of June 30, 2013

The adjustments to the pro forma condensed consolidated balance sheet as of June 30, 2013 are reflected on a net cash basis as follows:

(a) Reflects the historical unaudited consolidated balance sheet of the Predecessor, QualityTech, LP, as of June 30, 2013, including certain adjustments related to the formation transactions of QTS Realty Trust, Inc.

(b) Reflects the balance sheet of QTS Realty Trust, Inc. on July 2, 2013. QTS Realty Trust, Inc. was organized in the state of Maryland on May 17, 2013. As a result of the proposed merger of General Atlantic REIT, Inc. (“GA REIT”) into QTS Realty Trust, Inc., approximately $         million of Predecessors’ capital will be converted to common shares and paid in capital.

(c) As a result of QTS Realty Trust, Inc.’s consolidation of a less than wholly owned subsidiary, approximately $ million of the equity of the Predecessor is reported in the pro forma balance sheet as a noncontrolling interest. Noncontrolling interest is approximately         % of the total of the stockholder’s equity of QTS Realty Trust, Inc. Commencing on the first anniversary of the completion of this offering, at the election of the owners of the noncontrolling interest, the operating partnership units will be redeemable for cash or, at the election of QTS Realty Trust, Inc., common stock of QTS Realty Trust, Inc. on a one-for-one basis.

(d) Reflects the sale of Class A common stock in this offering:

	(dollars in thousands)
Proceeds from this offering	$	300,000
Less costs of this offering:		25,250
Net cash proceeds	$	274,750
Use of proceeds:
Repayment of unsecured credit facility	$	244,000
Cash		30,750
	$	274,750

The Company expects to use $244.0 million of the proceeds to pay down its indebtedness under the revolving portion of the Unsecured Credit Facility. The balance of proceeds will be retained as cash for use in redevelopment activities and general corporate purposes.

2. Adjustments to the Pro Forma Condensed Consolidated Statement of Operations

Adjustments to the pro forma condensed consolidated statement of operations for the six months ended June 30, 2013 and the year ended December 31, 2012, are as follows:

(AA) Reflects the Predecessor’s historical condensed consolidated statements of operations for the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012.

(BB) Reflects pro forma adjustments to interest expense as if equity capital of approximately $60 million reduced outstanding debt at January 1, 2012, and borrowings at that date included an Unsecured Credit Facility with outstanding term loan indebtedness of $225 million and outstanding credit facility indebtedness of $80 million, the Atlanta Metro equipment loan of approximately $20 million and the Richmond credit facility of $70 million. Interest expense on the revolving credit facility and term loan under the Unsecured Credit Facility, and related $3.5 million outstanding letters of credit has been calculated by applying an interest rate reduction of 1.65% reflecting the change in the interest rate spread to LIBOR from the Secured Credit Facility to the

F-6

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Unsecured Credit Facility of 2.55%. Amortization of deferred financing costs has been calculated using a five year term on the term loan facility and a four year term on the revolving credit facility. Capitalized interest has been adjusted to the weighted average interest rate considering the rate of the Unsecured Credit Facility for all periods presented. The adjustments to interest expense set forth in the pro forma statements are based upon estimates and assumptions that we believe to be reasonable at this time and are subject to change in the future. The effect of an increase or decrease in interest rates of 1/8% on pro forma interest expense is $0.7 million and $0.3 million for the year ended December 31, 2012 and six months ended June 30, 2013, respectively.

Additionally, the write off of deferred financing costs related to entering into the Unsecured Credit Facility were eliminated as they were non-recurring in nature and directly related to the financing transaction.

(CC) In connection with the Company’s initial public offering, the Company intends to issue                  equity-based awards to directors, officers and other employees. Included in this issuance will be                  restricted shares to certain non-employee directors which will vest one year after the date of grant based upon an assumed initial public offering price of $                 per share, the mid-point of the price range set forth on the cover page of this prospectus, and              restricted shares to officers and other employees which will vest ratably over four years based upon an assumed initial public offering price of $             per share, the mid-point of the price range set forth on the cover page of this prospectus. Total compensation expense of the restricted shares is $                , of which $                 will be recognized ratably each year subsequent to their grant. Also included in the issuance of                  equity-based awards, the Company intends to grant options with respect to                  shares of its Class A common stock in connection with the consummation of the initial public offering and the conversion of the Class O LTIP Units, which will vest ratably over a period of six months to four years. Based upon an exercise price of $                , the midpoint of the price range set forth on the cover page of this prospectus, total compensation expense of the options is $                , of which $                 will be recognized ratably each year subsequent to their grant. The value of the stock options was based upon a Black-Scholes model utilizing a weighted-average expected life of          years, expected volatility factor of       %, risk free interest rate of       %, dividend yield rate of 0% and a forfeiture rate of       %. In the case of both the restricted shares and the stock option awards, the fair value on the date of grant will be amortized over the applicable vesting period. As the Company does not have a trading history to measure volatility, the volatility of the Company’s peer group, consisting of public data center REITs, was utilized to measure the fair value of the stock option awards. The actual number of restricted shares and the exercise price and number of shares subject to options will be based upon the price at which the shares are sold to the public in this offering.

(DD) Reflects the pro forma adjustments to interest expense as if $90 million of proceeds from the initial public offering were used to repay indebtedness that was outstanding as of January 1, 2012. The balance of equity proceeds were reflected as cash for the purposes of this calculation, with that cash utilized to finance 2012 capital needs. Interest expense on the revolving credit facility and term loan under the Unsecured Credit Facility, and related $3.5 million outstanding letters of credit has been calculated by applying an interest rate reduction of 1.65% reflecting the change in the interest rate spread to LIBOR from the Secured Credit Facility to the Unsecured Credit Facility of 2.55%. Amortization of deferred financing costs has been calculated using a five year term on the term loan facility and a four year term on the revolving credit facility. Capitalized interest has been adjusted to the weighted average interest rate considering the rate of the Unsecured Credit Facility for all periods presented. The adjustments to interest expense are based upon estimates and assumptions that we believe to be reasonable at this time and are

F-7

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

subject to change in the future. The effect of an increase or decrease in interest rates of 1/8% on pro forma interest expense is $0.4 million and $0.2 million for the year ended December 31, 2012 and six months ended June 30, 2013, respectively.

The pro forma financial statements may not be indicative of QTS Realty Trust, Inc.’s future results of operations as additional general and administrative costs will be necessary to operate as a standalone public company. Management estimates these costs will approximate between $            million and $            million on an annual basis exclusive of equity-based compensation costs. These costs will consist of compensation to hire personnel, board of directors fees, directors and officer’s insurance, professional fees and other general and administrative costs. These costs have been excluded from the pro forma condensed consolidated statement of operations as they represent forward-looking estimates.

(EE) Reflects the noncontrolling interest in the earnings of the Operating Partnership:

	Six Months Ended June 30, 2013	Year Ended December 31, 2012
	(dollars in thousands)
Pro forma net income before noncontrolling interest	$	$
Noncontrolling interest percentage
Noncontrolling interests in net income

(FF) Pro forma net loss per share is calculated as follows:

(dollars in thousands, except per share amounts)	Six Months Ended June 30, 2013		Year Ended December 31, 2012
Pro forma net income	$	7,146	$	5,856
Pro forma net income before noncontrolling interest
Pro forma weighted average shares outstanding—basic
Pro forma weighted average shares outstanding—basic and diluted
Pro forma net income per share—basic	$		$
Pro forma net income per share—diluted	$		$

Weighted average shares outstanding at the date of our initial public offering on a pro forma basis consist of the following:

Shares issued to new investors
Shares issued as a result of the Restructuring Transaction
Total basic weighted average shares
Shares issued to directors, executives and employees in QualityTech, LP
Total diluted weighted average shares	—

(GG) Reflects the historical financial statements of the operations of Herakles, LLC and Sandy Beaches I LP (collectively referred to as “Sacramento Property”) for the period from January 1, 2012 through the date of acquisition and interest expense related to indebtedness of $33.3 million used to fund the acquisition. The acquisition was also funded with $30 million of equity. The assets and operations of the Sacramento Property were acquired on December 21, 2012, and this transaction was accounted for as a business combination.

F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder of QTS Realty Trust, Inc.

We have audited the accompanying balance sheet of QTS Realty Trust, Inc. (the Company) as of July 2, 2013, and the related notes to the financial statement. The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of QTS Realty Trust, Inc. at July 2, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst and Young, LLP

Kansas City, MO

July 9, 2013

F-9

QTS REALTY TRUST, INC.

BALANCE SHEET

As of July 2, 2013

(Dollars in Thousands)

ASSETS
Cash and cash equivalents	$	1
Deferred offering costs		935
TOTAL ASSETS	$	936
LIABILITIES AND STOCKHOLDER’S EQUITY
Due to affiliates	$	935
TOTAL LIABILITIES		935
STOCKHOLDER’S EQUITY
Common stock, $0.01 par value, 100,000 shares authorized, 1,000 shares issued and outstanding		1
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	936

See accompanying notes to financial statement.

F-10

NOTES TO FINANCIAL STATEMENT

1. Organization and Description of Business

QTS Realty Trust, Inc. (the “Company”) was formed as a Maryland corporation on May 17, 2013. The Company has filed a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed initial public offering (the “Offering”) of shares of its common stock, par value $.01 per share. The Company intends to contribute proceeds from the Offering to QualityTech, LP (the “Operating Partnership”), which was formed as a Delaware limited partnership on August 5, 2009, in exchange for partnership interests. The Company intends to elect and qualify to be taxed as a real estate investment trust (“REIT”), for U.S. federal income tax purposes, commencing with its taxable year ending December 31, 2013.

The Company has no assets other than cash and deferred offering costs, and has not had any operations other than the issuance of 1,000 shares of common stock to Chad L. Williams in connection with our initial capitalization. As of July 2, 2013, the shares of common stock of the Company were issued to Chad L. Williams in consideration for $1,000, which was paid on July 2, 2013.

Prior to or concurrently with the completion of the Offering, the Company will consummate a series of transactions pursuant to which it will become the sole general partner and majority owner of the Operating Partnership. We refer to these transactions, which are described below, as our “formation transactions.” Following the completion of the Offering and the formation transactions, the Company will be the sole general partner and majority owner of the Operating Partnership. Substantially all of the Company’s assets will be held by, and the Company’s operations will be conducted through, the Operating Partnership. The Company will contribute the net proceeds received by it from the Offering to the Operating Partnership in exchange for partnership units therein. The Company’s interest in the Operating Partnership will generally entitle the Company to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership. As the sole general partner of the Operating Partnership, the Company will generally have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners. The Company’s board of directors will manage its business and affairs.

2. Basis of Presentation and Accounting Policies

Basis of Presentation—The accompanying financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results may differ from these estimates and assumptions.

Cash and Cash Equivalents—The Company considers all demand deposits and money market accounts purchased with a maturity date of three months or less at the date of purchase to be cash equivalents. The Company’s account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is concentration of credit risk related to amounts on deposit in excess of FDIC coverage. The Company mitigates this risk by depositing a majority of its funds with several major financial institutions. The Company also has not experienced any losses and, therefore, does not believe that the risk is significant.

F-11

NOTES TO FINANCIAL STATEMENT—(CONTINUED)

3. Income Taxes

The Company intends to elect to be taxed and to operate in a manner that will allow it to qualify as a REIT for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2013.

As a REIT, the Company will be permitted to deduct dividends paid to its stockholders, eliminating the federal taxation of income represented by such dividends at the Company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates.

Operating as a REIT, QTS Realty Trust, Inc. will be required to distribute at least 90% of its REIT taxable income to its stockholders on an annualized basis. Any taxable income prior to the completion of the offering will be the responsibility of the Operating Partnership.

4. Deferred Offering Costs

In connection with the offering, QTS Realty Trust, Inc. has incurred certain legal, accounting and related costs which are reflected as deferred offering costs.

F-12

QUALITYTECH, LP

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEETS

As of June 30, 2013 (Unaudited) and December 31, 2012 (in thousands)

	June 30, 2013			June 30, 2013 Pro forma		December 31, 2012
	(unaudited)			(unaudited)
ASSETS
Real Estate Assets
Land	$	30,517		$		$	24,713
Buildings and improvements		670,783					622,506
Less: Accumulated depreciation		(119,576	)				(102,900	)
		581,724					544,319
Construction in progress		120,036					87,609
Real Estate Assets, net		701,760					631,928
Cash and cash equivalents		4,700					8,232
Restricted cash		—					146
Rents and other receivables, net		13,016					11,943
Acquired intangibles, net		7,721					9,145
Deferred costs, net		18,564					15,062
Prepaid expenses		2,003					1,011
Other assets, net		10,668					7,976
TOTAL ASSETS	$	758,432		$		$	685,443
LIABILITIES
Mortgage notes payable	$	89,903		$		$	171,291
Secured credit facility		—					316,500
Unsecured credit facility		469,000					—
Capital lease obligations		2,163					2,491
Distribution payable		—			7,675		—
Accounts payable and accrued liabilities		57,383					36,001
Advance rents, security deposits and other liabilities		3,174					3,011
Deferred income		6,874					6,745
Derivative liability		555					767
Member advances and notes payable		—					26,958
TOTAL LIABILITIES		629,052			636,727		563,764
PARTNERS' CAPITAL
Partners’ capital		129,380			121,705		121,679
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	758,432		$	758,432	$	685,443

See accompanying notes to financial statements.

F-13

QUALITYTECH, LP

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three and Six Months Ended June 30, 2013 and 2012 (in thousands)

	Three Months Ended June 30, (unaudited)						Six Months Ended June 30, (unaudited)
	2013			2012			2013			2012
Revenues:
Rental	$	34,783		$	30,725		$	68,589		$	59,516
Recoveries from customers		3,456			2,283			6,322			4,489
Cloud and managed services		4,325			3,459			8,435			6,883
Other		376			222			1,092			444
Total revenues		42,940			36,689			84,438			71,332
Operating expenses:
Property operating costs		14,884			12,441			29,292			25,556
Real estate taxes and insurance		1,090			762			2,203			1,525
Depreciation and amortization		11,246			8,643			22,061			16,394
General and administrative		9,696			8,829			19,290			17,187
Transaction costs		—			—			—			—
Restructuring charge		—			—			—			3,291
Total operating expenses		36,916			30,675			72,846			63,953
Operating income		6,024			6,014			11,592			7,379
Other income and expense:
Interest income		7			11			13			46
Interest expense		(5,084	)		(6,291	)		(11,634	)		(12,393	)
Other expense, net		(2,179	)		—			(3,277	)		(1,434	)
Net loss		(1,232	)		(266	)		(3,306	)		(6,402	)
Unrealized gain (loss) on swap		140			(432	)		212			(352	)
Comprehensive loss	$	(1,092	)	$	(698	)	$	(3,094	)	$	(6,754	)

See accompanying notes to financial statements.

F-14

QUALITYTECH, LP

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

STATEMENTS OF CHANGES IN PARTNERS’ (DEFICIT) CAPITAL (UNAUDITED)

	Partnership Units (in thousands)				Capital Accounts ($ in thousands)
	LP Units		GP Units		LP Units			GP Units		Total
Balance, December 31, 2012		22,173		1	$	121,679		$	—	$	121,679
Equity-based compensation expense		—		—		795			—		795
Member advances exchange for LP units		400		—		10,000			—		10,000
Net loss		—		—		(3,306	)		—		(3,306	)
Other comprehensive income		—		—		212			—		212
Balance, June 30, 2013		22,573		1	$	129,380		$	—	$	129,380

See accompanying notes to financial statements.

F-15

QUALITYTECH, LP

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Six Months Ended June 30, 2013 and 2012 (in thousands)

	2013			2012
Cash flow from operating activities:
Net loss	$	(3,306	)	$	(6,402	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		21,003			15,884
Amortization of deferred loan costs		1,605			1,754
Equity-based compensation expense		795			179
Change in fair value of derivatives		—			322
Write off of deferred loan costs		2,031			1,434
Restructuring charge		—			3,291
Changes in operating assets and liabilities
Rents and other receivables, net		(1,073	)		755
Accrued interest on member advances		—			1,133
Prepaid expenses		(992	)		(577	)
Restricted cash		146			1,008
Other assets		(554	)		(281	)
Accounts payable and accrued liabilities		43			2,148
Advance rents, security deposits and other liabilities		163			(942	)
Deferred income, net		129			977
Net cash provided by operating activities		19,990			20,683
Cash flow from investing activities:
Acquisition of real estate		(21,174	)		—
Capital additions		(65,352	)		(66,503	)
Cash used in investing activities		(86,526	)		(66,503	)
Cash flow from financing activities:
Credit facility proceeds		512,500			366,000
Cash in transit		12,961			—
Debt repayment		(456,994	)		(310,999	)
Payment of swap liability		—			(4,347	)
Payment of deferred financing costs		(3,783	)		(4,587	)
Principal payments on capital lease obligation		(328	)		(157	)
Scheduled mortgage principal debt repayments		(1,352	)		(1,771	)
Net cash provided by financing activities		63,004			44,139
Net decrease in cash and cash equivalents		(3,532	)		(1,681	)
Cash and cash equivalents, beginning of period		8,232			7,342
Cash and cash equivalents, end of period	$	4,700		$	5,661
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest (excluding deferred financing costs)	$	14,755		$	10,848
Noncash investing and financing activites:
Accrued capital additions	$	27,260		$	11,596
Member advances exchange for LP units	$	10,000		$	—

See accompanying notes to financial statements.

F-16

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

QualityTech, LP (the “Operating Partnership” or the “Company”) was formed in October 2009 as a Delaware limited partnership among Chad L. Williams, the Company’s Chairman and Chief Executive Officer, certain other partners and a subsidiary of General Atlantic LLC to own and operate data center properties and the managed service business previously owned by entities controlled by Chad L. Williams.

QualityTech GP, LLC (the “General Partner”) is the Company’s general partner. The General Partner was formed in October 2009 as a Delaware limited liability company and is wholly owned by Chad L. Williams. Certain of the Company’s partners, including the General Partner, are parties to a unit holders’ agreement that provides for certain matters regarding transfer of partnership interests in the Company, the Company’s governance and the Company’s ownership, including requiring specified approvals for certain major decisions.

The Company will continue indefinitely until dissolved as provided in the Partnership Agreement. Each of the subsidiary limited liability companies owned by the Company will continue indefinitely until dissolved as provided by their respective limited liability company agreements.

2. Summary of Significant Accounting Policies

Basis of Presentation—The accompanying financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Supplemental Pro Forma Balance Sheet Information—The supplemental pro forma balance sheet information has been presented in accordance with SEC Staff Accounting Bulletin Topic 1B.3. The supplemental pro forma balance sheet information gives effect to the distribution of approximately $7.7 million which was paid on August 15, 2013. The distribution is comprised of $7.7 million funded with borrowings under the Company’s unsecured credit facility. The distribution payable is not reflected in the balance sheet as of June 30, 2013. Accordingly, the Company is reporting a distribution payable in the supplemental pro forma balance sheet information.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, allowances for doubtful accounts and deferred tax assets; and the valuation of derivatives, fixed assets, acquired intangible assets and certain accruals.

Principles of Consolidation—The consolidated financial statements include the accounts of QualityTech, LP and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the financial statements.

Real Estate Assets—Real estate assets are reported at cost. All capital improvements for the income-producing properties that extend their useful life are capitalized to individual property improvements and depreciated over their estimated useful lives. Depreciation is generally provided on a straight-line basis over 40 years from the date the property was placed in service. Property improvements are depreciated on a straight-line basis over the life of the respective improvement ranging from 20 to 40 years from the date the components were placed in service. Leasehold improvements are depreciated over the lesser of 20 years or through the end of the respective life of the lease. Repairs and maintenance costs are expensed as incurred. The aggregate depreciation charged to operations was $9.0 million and $7.3 million for the three months ended June 30, 2013 and 2012, respectively, and $17.5 million and $13.9 million for the six months ended June 30, 2013 and 2012, respectively.

F-17

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The Company capitalizes certain development costs, including internal costs, incurred in connection with redevelopment of data center facilities. The capitalization of costs during the construction period (including interest and related loan fees, property taxes and other direct and indirect costs) begins when redevelopment efforts commence and ends when the asset is ready for its intended use. Capitalization of such costs, excluding interest, aggregated to $2.2 million and $1.7 for the three months ended June 30, 2013 and 2012, respectively, and $3.9 million and $3.2 million for the six months ended June 30, 2013 and 2012, respectively.

Interest is capitalized during the period of development by first applying the Company’s actual borrowing rate on the related asset and second, to the extent necessary, by applying the Company’s weighted average effective borrowing rate to the actual redevelopment and other costs expended during the construction period. Interest is capitalized until the property is ready for its intended use. Interest costs capitalized totaled $1.1 million and $0.5 million for the three months ended June 30, 2013 and 2012, respectively, and $2.1 million and $1.1 million for the six months ended June 30, 2013 and 2012, respectively.

Acquisition of Real Estate—Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired in accordance to the accounting requirements of ASC 805, Business Combinations, which requires the recording of net assets of acquired businesses at fair value. The fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, value of in-place leases and value of customer relationships.

In developing estimates of fair value of acquired assets and assumed liabilities, management analyzed a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets.

Intangible assets and liabilities include acquired above-market leases, below-market leases, in-place leases and customer relationships.

Acquired in-place lease costs are amortized as amortization expense on a straight-line basis over the remaining life of the underlying leases. Amortization of acquired in place lease costs, including write-offs for terminated leases, totaled $0.4 million and $1.0 million for the three and six months ended June 30, 2013, respectively, with no material amortization during the three and six months ended June 30, 2012.

Acquired customer relationships are amortized as amortization expense on a straight-line basis over the expected life of the customer relationship. Amortization of acquired customer relationships, including write-offs for terminated leases, totaled $0.4 million and $0.2 million for the three months ended June 30, 2013 and 2012, respectively, and $0.8 million and $0.4 million for the six months ended June 30, 2013 and 2012, respectively.

Should a customer terminate its lease, the unamortized portions of the acquired above-market leases, below-market leases, in-place leases and customer relationships associated with that customer are written off to amortization expense or rental revenue, as indicated above.

F-18

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Impairment of Long-Lived and Intangible Assets—The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets to be held and used is generally measured by comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset group. If the net carrying value of the asset exceeds the value of the undiscounted cash flows, the fair value of the asset is assessed and may be considered impaired. An impairment loss is recognized based on the excess of the carrying amount of the impaired asset over its fair value. No impairment losses were recorded for any of the three and six months ended June 30, 2013 and 2012, respectively.

Cash and Cash Equivalents—The Company considers all demand deposits and money market accounts purchased with a maturity date of three months or less at the date of purchase to be cash equivalents. The Company’s account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is concentration of credit risk related to amounts on deposit in excess of FDIC coverage. The Company mitigates this risk by depositing a majority of its funds with several major financial institutions. The Company also has not experienced any losses and, therefore, does not believe that the risk is significant.

As of June 30, 2013, the Company had $13.0 million in cash in transit related to the payoff of a loan from Chad L. Williams and entities controlled by Mr. Williams. As a result of this transaction, the Company recorded $13.0 million in accrued liabilities as of June 30, 2013 and drew funds for the transaction using the revolving credit facility on July 3, 2013.

Restricted Cash—Restricted cash includes accounts restricted by the Company’s loan agreements and escrow deposits for interest, insurance, taxes and capital improvements held by the various banks and financial institutions as required by the loan agreements. Such deposits are held in bank checking or investment accounts with original maturities of three months or less.

Deferred Costs—Deferred costs, net, on the Company’s balance sheets include both financing costs and leasing costs.

Deferred financing costs represent fees and other costs incurred in connection with obtaining debt and are amortized over the term of the loan and are included in interest expense. Amortization of the deferred financing costs was $0.7 million and $0.8 million for the three months ended June 30, 2013 and 2012, respectively, and $1.6 million and $1.7 million for the six months ended June 30, 2013 and 2012, respectively. During the three months ended June 30, 2013, the Company wrote off unamortized financing costs of $2.0 million in connection with the expansion of its revolving and term credit facilities. In addition, during the six months ended June 30, 2013, the Company wrote off unamortized financing costs of $1.3 million in connection with an asset securitization which the Company is no longer pursuing due to the expansion of the credit facility. During the six months ended

F-19

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

June 30, 2012, the Company wrote off unamortized financing costs of $1.4 million, primarily relating to the Suwanee, GA and Richmond, VA loans that were repaid during the quarter. Deferred financing costs, net of accumulated amortization, are as follows:

	June 30, 2013			December 31, 2012
	(unaudited)
	(dollars in thousands)
Deferred financing costs	$	27,496			$	23,713
Accumulated amortization		(19,077	)			(16,857	)
Deferred financing costs, net	$	8,419			$	6,856

Deferred leasing costs consist of external fees and internal costs incurred in the successful negotiations of leases and are deferred and amortized over the terms of the related leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the costs are written off to amortization expense. Amortization of deferred leasing costs totaled $2.1 million and $1.6 million for the six months ended June 30, 2013 and 2012, respectively. Deferred leasing costs, net of accumulated amortization are as follows:

	June 30, 2013			December 31, 2012
	(unaudited)
	(dollars in thousands)
Deferred leasing costs	$	22,130		$	18,139
Accumulated amortization		(11,985	)		(9,933	)
Deferred leasing costs, net	$	10,145		$	8,206

Advance Rents and Security Deposits—Advance rents, typically prepayment of the following month’s rent, consist of payments received from customers prior to the time they are earned and are recognized as revenue in subsequent periods when earned. Security deposits are collected from customers at the lease origination and are generally refunded to customers upon lease expiration.

Deferred Income—Deferred income generally results from non-refundable charges paid by the customer at lease inception to prepare their space for occupancy. The Company records this initial payment, commonly referred to as set-up fees, as a deferred income liability which amortizes into rental revenue over the term of the related lease on a straight-line basis. Deferred income was $6.9 million and $6.8 million as of June 30, 2013 and December 31, 2012, respectively. Additionally, $1.1 million and $1.0 million of deferred income were amortized into revenue for the three months ended June 30, 2013 and 2012, respectively, and $2.2 million and $1.9 million for the six months ended June 30, 2013 and 2012, respectively.

Interest Rate Derivative Instruments—The Company utilizes derivatives to manage its interest rate exposure. The interest rate swaps entered into in September 2006 did not meet the criteria for hedge accounting and accordingly, the Company reported the change in the fair value of the derivative reported in interest expense in the accompanying Statements of Operations and Comprehensive Loss.

During February 2012, the Company entered into interest rate swaps with a notional amount of $150 million which are cash flow hedges and qualify for hedge accounting. For these hedges, the effective portion of the change in fair value is recognized through other comprehensive income or loss.

F-20

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Amounts are reclassified out of other comprehensive income (loss) as the hedged item is recognized in earnings, either for ineffectiveness or for amounts paid relating to the hedge. As there was no ineffectiveness recorded in the periods presented, the Company has accordingly reflected the change in the fair value of the instrument in other comprehensive income (loss).

For derivative instruments that are not accounted for using hedge accounting, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through interest expense in the respective period.

Equity-based Compensation—The Company may issue Class RS units of limited partnership interest (“Class RS Units”) or Class O units of limited partnership interest (“Class O Units”) to an affiliated company, QualityTech Employee Pool, LLC (“Employee Pool”), on behalf of employees and non-employee directors who are granted an award under the QualityTech, LP 2010 Equity Incentive Plan. All equity-based compensation is measured at fair value on the grant date or date of modification, as applicable, and recognized in earnings over the requisite service period. Depending upon the settlement terms of the awards, all or a portion of the fair value of equity-based awards may be presented as a liability or as equity in the consolidated balance sheets. Equity-based compensation costs associated with the portion of awards classified as equity are measured based upon their estimated fair value on the date of grant or modification. Equity-based compensation costs associated with the portion of awards classified as liabilities are measured based upon their estimated fair value at the grant date and re-measured as of the end of each period. The Company recorded equity-based compensation expense net of repurchased awards acquired of $0.4 million and $0.1 million for the three months ended June 30, 2013, and 2012, respectively, and $0.8 million and $0.2 million for the six months ended June 30, 2013 and 2012, respectively.

Rental Revenue—The Company, as a lessor, has retained substantially all the risks and benefits of ownership and accounts for its leases as operating leases. For lease agreements that provide for scheduled rent increases, rental income is recognized on a straight-line basis over the non-cancellable term of the leases, which commences when control of the space has been provided to the customer. The amount of the straight-line rent receivable on the balance sheets included in rents and other receivables, net, was $2.6 million and $2.4 million as of June 30, 2013 and December 31, 2012, respectively. Rental revenue also includes amortization of set-up fees which are amortized over the term of the respective lease as discussed above.

Allowance for Uncollectible Accounts Receivable—Rents receivable are recognized when due and are carried at cost, less an allowance for doubtful accounts. The Company records a provision for losses on rents receivable equal to the estimated uncollectible accounts, which is based on management’s historical experience and a review of the current status of the Company’s receivables. As necessary, the Company also establishes an appropriate allowance for doubtful accounts for receivables arising from the straight-lining of rents. The aggregate allowance for doubtful accounts was $0.5 million and $0.5 million as of June 30, 2013 and December 31, 2012, respectively.

Capital Lease—The Company evaluates leased real estate to determine whether the lease should be classified as a capital or operating lease in accordance with U.S GAAP.

In 2011, the Company entered into capital leases for certain equipment. The outstanding liabilities for the capital leases were $2.2 million and $2.5 million as of June 30, 2013 and December 31, 2012, respectively. Depreciation related to the associated assets is included in depreciation and amortization expense in the Statements of Operations and Comprehensive Loss.

F-21

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Recoveries from Customers—Certain customer leases contain provisions under which the customers reimburse the Company for a portion of the property’s real estate taxes, insurance and other operating expenses, which include certain power and cooling-related charges. The reimbursements are included in revenue as recoveries from customers in the Statements of Operations and Comprehensive Loss in the period the applicable expenditures are incurred. Certain customer leases are structured to provide a fixed monthly billing amount that includes an estimate of various operating expenses, with all revenue from such leases included in rental revenues.

Cloud and Managed Services Revenue—The Company may provide both its cloud product and use of its managed services to its customers on an individual or combined basis. Service fee revenue is recognized as the revenue is earned, which generally coincides with the services being provided.

Segment Information—The Company manages business as one operating segment and thus one reportable segment consisting of a portfolio of investments in data centers located in the United States.

Restructuring—In March 2012, the Company decided to consolidate its New York area operations into the New Jersey data center facility. The Company transferred certain customers from the New York City facility to the New Jersey facility. As of June 30, 2012, the Company had not exited the facility but reserved $3.3 million for the cost of this consolidation. As this consolidation was completed in 2012, there were no restructuring costs incurred during the six months ended June 30, 2013.

Customer Concentrations—As of June 30, 2013, the Company was receiving approximately 7% of its monthly rental revenue from one customer. No other customers exceeded 5% of total monthly rental revenue.

As of June 30, 2013, two of our customers represented 7.3% and 6.9% of total accounts receivable. No other customers exceeded 5% of total accounts receivable.

Income Taxes—The Operating Partnership is obligated to comply with Internal Revenue Service real estate investment trust (“IRS REIT”) tax regulations in accordance with the unit holders’ agreement. In order to comply with this obligation, the Company elected for one of its existing subsidiaries to be taxed as a taxable REIT subsidiary under the IRS REIT tax regulations. The taxable REIT subsidiary is allocated income and expense based on IRS REIT tax regulations.

For the taxable REIT subsidiary, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company’s tax provision has not changed materially subsequent to December 31, 2012.

Fair Value Measurements–ASC Topic 820 emphasizes that fair-value is a market-based measurement, not an entity-specific measurement. Therefore, a fair-value measurement should be

F-22

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, a fair-value hierarchy is established that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the level in the fair-value hierarchy within which the entire fair- value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Financial assets and liabilities measured at fair value in the financial statements on a recurring basis consist of the Company’s derivatives. The fair values of the derivatives are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded as of June 30, 2013 and December 31, 2012 that the fair value associated to “significant unobservable inputs” for risk of non-performance was insignificant to the overall fair value of the derivative agreements and, as a result, have determined that the relevant inputs for purposes of calculating the fair value of the derivative agreements, in their entirety, were based upon “significant other observable inputs.” The Company determined the fair value of derivatives using level 2 inputs. These methods of assessing fair value result in a general approximation of value, and such value may never be realized.

F-23

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The Company’s financial instruments held at fair value are presented below as of June 30, 2013 and December 31, 2012:

			Fair Value Measurements
	Carrying Value		Level 1		Level 2		Level 3
	(dollars in thousands)
June 30, 2013
Financial Liabilities:
Interest rate swap liability(1)	$	555	$	—	$	555	$	—
December 31, 2012
Financial Assets:
Restricted deposits, held at fair value	$	146	$	146	$	—	$	—
Financial Liabilities:
Interest rate swap liability(1)	$	767	$	—	$	767	$	—

(1) The Company used inputs from quoted prices for similar assets and liabilities in active markets that are directly or indirectly observable relating to the measurement of the interest rate swap. The fair value measurement of the interest rate swap has been classified as Level 2.

Recent Accounting Pronouncements—In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Loss. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this amended guidance on January 1, 2013 did not have a material impact on the Company's consolidated results of operations, financial position and cash flows.

In February 2013, the FASB issued ASU No. 2013-03, "Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities" ("ASU 2013-03"). The amendment clarifies that the requirement to disclose the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (as Level 1, Level 2 or Level 3) does not apply to private companies and nonpublic not-for-profits for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. The amendments are effective upon issuance. Management does not expect the adoption of this standard will have a significant effect on the Company's consolidated financial position or results of operations.

3. Acquisitions of Real Estate

In February 2013, the Company completed its acquisition of a site in Dallas, Texas. The Company paid cash of $10.25 million for the Dallas facility. In connection with the transaction, the Company obtained $10.25 million of seller-financed debt that was repaid in June 2013 as outlined in Note 5. Additionally, the Company incurred transaction costs of $0.6 million, which were capitalized, providing an aggregate cost of $21.2 million. Upon completion of the redevelopment, the former 700,000 square foot semiconductor plant will be converted into a data center facility on the existing campus. In accordance with ASC 805, the Company accounted for this acquisition as an asset purchase.

In December 2012, the Company purchased a data center facility located in Sacramento, California for which the Company paid approximately $63.3 million. The preliminary purchase price allocation was

F-24

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

based on an assessment of the fair value of the assets acquired. The preliminary purchase price allocation recorded for the year ended December 31, 2012, was adjusted in 2013 as the valuation analysis progressed. The following table summarizes the consideration for the Sacramento facility and the adjusted preliminary allocation of the fair value of assets acquired as of June 30, 2013:

	Adjusted Sacramento facility as of June 30, 2013		Original Sacramento facility as of December 31, 2012		Adjustment			Weighted average useful life
	(in thousands)
Working capital	$	—	$	—	$	—
Buildings		52,439		52,753		(314	)		40
Land		1,481		1,485		(4	)
Tenant relationship		5,366		5,029		337			4
In place leases		3,964		3,202		762			2
Above (below) market leases		—		781		(781	)		1
Total purchase price	$	63,250	$	63,250	$	—

The purchase price allocation remains provisional pending completion of further valuation analysis. Any further revisions will be recorded as adjustments to the final purchase price allocation.

4. Real Estate Assets and Construction in Progress

The following is a summary of properties owned by the Operating Partnership as of June 30, 2013 and December 31, 2012 (in thousands):

As of June 30, 2013 (unaudited)

Property Location	Land		Buildings and Improvements		Construction in Progress		Total Cost
	(dollars in thousands)
Owned Properties
Suwanee, Georgia	$	3,521	$	116,875	$	3,104	$	123,500
Atlanta, Georgia		15,314		270,557		22,352		308,223
Santa Clara, California*		—		85,630		599		86,229
Richmond, Virginia		2,179		77,796		87,111		167,086
Sacramento, California		1,481		52,588		1,689		55,758
Dallas, Texas		5,808		15,366		2,550		23,724
Miami, Florida		1,777		27,401		—		29,178
Lenexa, Kansas		437		3,317		—		3,754
Wichita, Kansas		—		1,407		—		1,407
		30,517		650,937		117,405		798,859
Leased Properties
Jersey City, New Jersey		—		19,117		2,620		21,737
Overland Park, Kansas		—		729		11		740
		—		19,846		2,631		22,477
	$	30,517	$	670,783	$	120,036	$	821,336

* Owned facility subject to long-term ground sublease.

F-25

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

As of December 31, 2012

Property Location	Land		Buildings and Improvements		Construction in Progress		Total Cost
	(dollars in thousands)
Owned Properties
Suwanee, Georgia	$	3,521	$	103,438	$	3,572	$	110,531
Atlanta, Georgia		15,314		263,192		6,658		285,164
Santa Clara, California*		—		83,536		245		83,781
Richmond, Virginia		2,179		71,629		71,986		145,794
Sacramento, California		1,485		52,753		—		54,238
Miami, Florida		1,777		27,111		—		28,888
Lenexa, Kansas		437		54		3,260		3,751
Wichita, Kansas		—		1,408		—		1,408
		24,713		603,121		85,721		713,555
Leased Properties
Jersey City, New Jersey		—		18,666		1,888		20,554
Overland Park, Kansas		—		719		—		719
		—		19,385		1,888		21,273
	$	24,713	$	622,506	$	87,609	$	734,828

* Owned facility subject to long-term ground sublease.

5. Credit Facilities and Mortgages Payable

Below is a listing of our outstanding debt as of June 30, 2013 and December 31, 2012 (in thousands):

	June 30, 2013		December 31, 2012
	(unaudited)
Unsecured Credit Facility	$	469,000	$	—
Secured Credit Facility		—		316,500
Richmond Credit Facility		70,000		70,000
Atlanta Metro Equipment Loan		19,903		20,931
Miami Loan		—		26,048
Suwanee Land Loan		—		1,600
Lenexa Loan		—		2,712
Santa Clara Bridge Loan		—		50,000
Total	$	558,903	$	487,791

(a) Unsecured Credit Facility—On May 1, 2013, the Company entered into an unsecured credit facility agreement with KeyBank National Association (the “Unsecured Credit Facility”) and has used the proceeds from the Unsecured Credit Facility to repay the Secured Credit Facility (as defined below). This new unsecured credit facility has a term loan of $225 million, which has a term of five years, and a revolving credit facility of $350 million, which has a term of four years, for an aggregate borrowing capacity of $575 million.

F-26

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

During the second quarter of 2013, the Company used proceeds from the Unsecured Credit Facility to pay the outstanding balances under the Secured Credit Facility, loans secured by the Miami and Santa Clara data centers, seller financing to acquire the Lenexa and Dallas facilities, a loan agreement for the purchase of land near or adjacent to the Suwanee facility and a loan from Chad L. Williams and entities controlled by Mr. Williams.

The Unsecured Credit Facility requires monthly interest payments and requires the Company to comply with various quarterly covenant requirements relating to debt service coverage ratio, fixed charge, leverage ratio and tangible net worth and various other operational requirements. In connection with the Unsecured Credit Facility, the Company has an additional $3.5 million letter of credit outstanding.

(b) Secured Credit Facility—On September 28, 2010, the Company entered into a secured credit facility agreement with KeyBank National Association (the “Secured Credit Facility”) and various other lenders with a total borrowing capacity of $125 million. During 2011, the Company expanded the facility, increasing the borrowing capacity to $170 million. On February 8, 2012, the Company increased the capacity of its credit facility by $270 million and extended the maturity date to September 28, 2014. The amended and extended credit facility, which then totaled $440 million, was secured by the Atlanta Metro and Suwanee data center facilities. Of the $440 million credit facility, $125 million was a term loan and $315 million was a revolving credit facility. The credit facility also provided a $100 million accordion feature that could increase the amount of the facility up to $540 million.

Concurrently with the closing of the amended and extended credit facility, the Company entered into an interest rate cap agreement with a notional amount of $150 million. This instrument provided a one month LIBOR cap of 2.05% and had an effective date of February 8, 2012 and a termination date of February 8, 2013. The Company also entered into two interest rate swaps with an aggregate $150 million notional amount and an effective date of February 8, 2013 to succeed the interest rate caps. These swaps have a maturity date of September 28, 2014, provide for a fixed one month LIBOR rate of 0.5825% from February 8, 2013 through September 28, 2014 and qualify for cash flow hedge accounting.

As discussed above, the Secured Credit Facility was repaid with proceeds of the Unsecured Credit Facility the Company entered into on May 1, 2013.

(c) Richmond Credit Facility—In December 2012, the Company entered into a credit facility secured by the Company’s Richmond data center (the “Richmond Credit Facility”). This credit facility had a total borrowing capacity of $80 million at December 31, 2012, which was increased to $100 million in January 2013. This credit facility also includes an accordion feature that allows the Company to increase the size of the credit facility up to $125 million. This credit facility bears interest at variable rates ranging from LIBOR plus 4.0% to LIBOR plus 4.5% (rate at June 30, 2013 was LIBOR plus 4.25%, or 4.44% per annum) based on the Company’s overall leverage ratio as defined, and the loan has a stated maturity date of December 18, 2015 with an option to extend for one additional year.

(d) Atlanta Metro Equipment Loan—On April 9, 2010, the Company entered into a $25 million loan to finance equipment related to an expansion project at the Company’s Atlanta Metro data center (“the Atlanta Metro Equipment Loan”). The loan originally featured monthly interest-only payments but now requires monthly interest and principal payments. The loan bears interest at 6.85%, amortizes over ten years and matures on June 1, 2020.

F-27

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(e) Miami Loan—In March 2008, the Company obtained a mortgage loan with a maximum borrowing capacity of $32.8 million secured by the Company’s Miami data center (“Miami Loan”). In December 2012, the Company extended the maturity date to allow repayment using proceeds from the Unsecured Credit Facility and also fixed the interest rate at 7%. As discussed above, this loan was repaid with proceeds of the Unsecured Credit Facility the Company entered into on May 1, 2013.

(f) Suwanee Land Loan—In 2011, the Company executed a $1.6 million loan agreement for the purchase of land near or adjacent to the Suwanee facility (the “Suwanee Land Loan”). The interest rate on the loan was 10% and the loan matured September 26, 2013. In June 2013, the Company repaid the outstanding balance of the Suwanee Land Loan.

(g) Lenexa Loan—In June 2011, the Company entered into a $2.8 million seller financing to acquire the Lenexa facility (the “Lenexa Loan”). The interest rate on this loan was 5.43% and it matured on May 26, 2013. This loan was repaid at maturity.

(h) Santa Clara Bridge Loan—In November 2012, the Company entered into a $50 million bridge loan with Key Bank (the “Santa Clara Bridge Loan”). The loan had an interest rate of LIBOR plus 3.50% and a maturity date of February 11, 2013 with a three month extension option, which the Company exercised. As discussed above, this loan was repaid with proceeds of the Unsecured Credit Facility the Company entered into on May 1, 2013.

(i) Dallas Note—In connection with the Dallas acquisition, the Company obtained $10.25 million of seller-financed debt (the “Dallas Note”) which was due no later than December 31, 2013 and carried an escalating interest rate between 2.5% and 10% based on the repayment date of the loan. In June 2013, the Company repaid the outstanding balance of the seller-financed debt.

The weighted average interest rate of the Company’s debt, which includes the effect of deferred financing costs and swap derivatives, was 3.32% as of June 30, 2013.

The annual remaining principal payment requirements as of June 30, 2013 per the contractual maturities and excluding extension options are as follows (in thousands):

2013	$	1,064
2014		2,239
2015		72,397
2016		2,567
2017		246,748
Thereafter		233,888
Total	$	558,903

As of June 30, 2013, the Company was in compliance with all of its covenants.

6. Interest Rate Derivative Instruments

As discussed in Note 5, the Company entered into interest rate cap and swap agreements with a notional amount of $150 million on February 8, 2012. Derivatives that were entered into in September 2006 did not qualify for hedge accounting treatment, and therefore were not accounted for as hedges. Those derivative instruments were settled in February 2012 and were replaced by derivative instruments designated as cash flow hedges for hedge accounting.

F-28

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For derivative instruments that are accounted for as hedges, or for the effective portions of qualifying hedges, the change in fair value is recorded through other comprehensive income (loss). The total amount of unrealized gains recorded in other comprehensive income (loss) for the three months ended June 30, 2013 were $0.1 million, compared to the total amount of unrealized losses of $0.4 million for the three months ended June 30, 2012. The total amount of unrealized gains recorded in other comprehensive income (loss) for the six months ended June 30, 2013 were $0.2 million, compared to the total amount of unrealized losses of $0.4 million for the six months ended June 30, 2012.

Interest expense related to payments on interest rate swaps for the three and six months ended June 30, 2013 were $0.1 and $0.2 million, respectively, and $0.5 million for the six months ended June 30, 2012. There were no such interest payments for the three months ended June 30, 2012.

As of June 30, 2013 and December 31, 2012, the value of the interest rate swaps was a liability of $0.6 million and $0.8 million, respectively. These values were determined using Level 2 inputs within the valuation hierarchy.

7. Member Advances and Notes Payable

In October 2009, the Company amended and restated its outstanding loans with Chad L. Williams and entities controlled by Chad L. Williams into a loan in the original principal amount of $20.4 million (the “Member Advances”). The Member Advances were unsecured and had a maturity date of the earliest of December 31, 2013 or upon certain specified transactions. The Member Advances were subordinate in priority to the Company’s mortgage notes payable. Interest under the Member Advances accrued monthly at the rate of 9% per annum, which was added to the principal balance of the Member Advances if not paid. The balance of the Member Advances is separately disclosed on the face of the financial statements. On May 1, 2013, the lender under the Member Advances exercised an option to purchase $10 million of Class D units in exchange for the cancellation of $10 million of the outstanding balance under the Member Advances. Additionally, the Company repaid the remaining outstanding balance of the Member Advances in the second quarter of 2013.

As of June 30, 2013, the Company had $13.0 million in cash in transit related to the payoff of the Member Advances as outlined in Note 2.

8. Commitments and Contingencies

The Company is subject to various routine legal proceedings and other matters in the ordinary course of business. While resolution of these matters cannot be predicted with certainty, management believes, based upon information currently available, that the final outcome will not have a material adverse impact on the Company’s financial statements.

The Company previously entered into a master service agreement with a third party Internet service provider. The Company was not receiving industry-standard quality of Internet and connectivity services and terminated the contract. The third party Internet service provider challenged the grounds for the Company’s termination and sued the Company in Georgia state court seeking the fees the Company owed prior to the termination plus a termination fee equal to the amount the Company would have paid had it not terminated the agreement. The Georgia state court ruled to limit damages, if any, to six months of unpaid fees. The Company has established an accrual associated with this matter which is recorded as a component of accrued liabilities.

F-29

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

9. Partners’ Capital and Incentive Compensation Plans

The General Partner has the full power and authority to do all the things necessary to conduct the business of the Operating Partnership. At June 30, 2013, the General Partner had no balance in its reported capital account. Other than equity incentive plan activity, there was no activity in the Company’s capital structure in the three months ended June 30, 2013.

The Company has five classes of limited partnership units outstanding: Class A units of limited partnership interest (“Class A Units”), Class C units of limited partnership interest (“Class C Units”), Class D units of limited partnership interest (“Class D Units”), Class RS units and Class O units.

The Class A Units are redeemable at fair value at any time on or after one year following the later of the beginning of the first full calendar month following the first date on which the common shares of the General Partner (or its successor general partner) are publicly traded or the date of initial issuance of the units. The General Partner may in its sole discretion elect to assume and satisfy the redemption amount with cash or its shares.

Class C Units and Class D Units are preferred units that are pari pasu with each other and senior to the Class A Units, Class RS Units and Class O Units. Class C Units and Class D Units generally have the same designation, preferences, rights, powers and duties as Class A Units; however, in accordance with the provisions of the Company’s partnership agreement (the “Partnership Agreement”), upon certain liquidity events (as defined in the Partnership Agreement), Class C Units and Class D Units rank senior to Class A units and are entitled to a liquidation preference equal the greater of (i) $20 for Class C Units and $25 for Class D Units, in each case plus declared but unpaid distributions, subject to anti-dilution adjustments, or (ii) the amount the holder would have been entitled to receive in respect of each such Class C Unit or Class D Unit if, immediately prior to the applicable Liquidity Event, such units were converted into Class A Units at a conversion ratio equal to the amount in clause (i) divided by $20 for Class C Units and $25 for Class D Units. In addition, immediately prior to the consummation of an initial public offering, Class C Units and Class D Units automatically convert into Class A units on the terms and conditions set out in the Partnership Agreement at the conversion ratio set forth in clause (ii) above.

Class RS Units or Class O Units may be issued upon grants made under the QualityTech, LP 2010 Equity Incentive Plan. Class RS Units and Class O Units may be subject to vesting and are pari passu with Class A Units. Vested Class RS Units and Class O Units are convertible into Class A Units based on formulas contained in the Partnership Agreement.

The Company sponsors an equity incentive plan for its employees. Awards generally vest over a defined service period. For the six months ended June 30, 2013, 224,000 awards were granted, 27,000 units were forfeited and 2,500 RS Units were converted to Class A Units.

F-30

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The following table summarizes information about awards outstanding as of June 30, 2013.

	Awards Outstanding
	Exercise prices		Awards outstanding		Weighted remaining contractual life (years)
RS units	$	—		176,250		3
O units	$	20-25		1,669,268		3
Total				1,845,518

All nonvested LTIP unit awards are valued as of the grant date and generally vest ratably over a defined service period. Certain nonvested LTIP unit awards vest on an accelerated basis based upon the Company meeting various performance goals. As of June 30, 2013 nonvested awards outstanding were 1.4 million and 0.2 million for the Class O and Class RS units, respectively. The number of Class O units outstanding were not included in the Statements of Changes in Partners’ (Deficit) Capital.

All of the vested units are exercisable and thus convertible into Class A units.

10. Related Party Transactions

In addition to the member advances and notes payable and the repayment there of discussed in Note 7, the Company executed transactions with entities in which one of the Company’s partners had an ownership interest or with one of the Company’s partners directly. Such transactions include automobile, furniture and equipment purchases as well as building operating lease payments, an allocation of insurance expense and reimbursement at the related party’s cost for the use of a private aircraft service by our officers and directors.

The transactions which occurred during the three and six months ended June 30, 2013 and 2012 are outlined below (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(dollars in thousands)
Tax, utility, insurance and other reimbursement	$	10	$	7		103		19
Rent expense		305		143		448		286
Capital assets acquired		15		289		15		844
Total	$	330	$	439		566		1,149

In the third quarter of 2012, the Company revised its related party capital asset purchasing arrangement. The Company now pays vendors directly for such purchases and pays only an agent fee to the related party. Only the agent fee is recognized as a related party transaction subsequent to August 2012.

Certain employees of the Company provide services to companies outside the consolidated group for which the Company is not reimbursed. These amounts were not material for the three and six months ended June 30, 2013 and 2012, and this practice has been discontinued by the Company.

F-31

QUALITYTECH, LP

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

11. Customer Leases, as Lessor

Future minimum lease payments to be received under non-cancelable operating customer leases (exclusive of recoveries from customers) are as follows for the periods ending December 31 (in thousands):

Period Ending December 31,
2013 (July—December)	$	69,395
2014		108,395
2015		80,797
2016		55,798
2017		38,685
Thereafter		48,335
Total	$	401,405

12. Fair Value of Financial Instruments

ASC Topic 825 requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based upon the application of discount rates to estimated future cash flows based upon market yields or by using other valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, fair values are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.

Short-term instruments:    The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, prepaid expenses, other assets, accounts payable and accrued liabilities approximate fair value.

Credit facilities and mortgage notes payable:    The fair value of the Company’s floating rate mortgage loans was estimated using Level 2 “significant other observable inputs” such as available market information and discounted cash flows analyses based on borrowing rates that the Company believes it could obtain with similar terms and maturities. Because each of these loans were either near maturity as of June 30, 2013 or were entered into during the last 60 days, they did not have interest rates which were materially different than current market conditions and therefore, the fair value of each of the mortgage notes payable approximated the carrying value of each note.

Other debt instruments:    The fair value of the Company’s other debt instruments (including capital leases) were estimated in the same manner as the credit facilities and mortgage notes payable above. Similarly, because each of these instruments did not have interest rates which were materially different than current market conditions and therefore, the fair value of each instrument approximated the respective carrying values.

13. Subsequent Event

On August 15, 2013, the Company made a distribution to its members in an aggregate amount of $7.7 million.

F-32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Partners of QualityTech, LP

We have audited the accompanying consolidated balance sheets of QualityTech, LP and subsidiaries (the Partnership) as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of QualityTech, LP and subsidiaries at December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

/s/ Ernst and Young, LLP

Kansas City, MO

March 6, 2013, except for footnote 16 as to which the date is August 15, 2013

F-33

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEETS

As of December 31, 2012 and 2011 (in thousands)

	December 31,
	2012			2011
ASSETS
Real estate assets
Land	$	24,713		$	20,604
Buildings and improvements		622,506			454,785
Less: Accumulated depreciation		(102,900	)		(74,536	)
		544,319			400,853
Construction in progress		87,609			80,197
Real estate assets, net		631,928			481,050
Cash and cash equivalents		8,232			7,342
Restricted cash		146			1,440
Rents and other receivables, net		11,943			11,345
Acquired intangibles, net		9,145			703
Deferred costs, net		15,062			10,782
Prepaid expenses		1,011			1,069
Other assets, net		7,976			7,325
TOTAL ASSETS	$	685,443		$	521,056
LIABILITIES
Mortgage notes payable	$	171,291		$	271,406
Secured credit facility		316,500			136,500
Capital lease obligations		2,491			1,720
Accounts payable and accrued liabilities		36,001			32,383
Advance rents, security deposits and other liabilities		3,011			4,597
Deferred income		6,745			5,582
Derivative liability		767			4,377
Member advances and notes payable		26,958			24,626
TOTAL LIABILITIES		563,764			481,191
PARTNERS’ CAPITAL
Partners’ capital		121,679			39,865
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	685,443		$	521,056

See accompanying notes to financial statements.

F-34

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended December 31, 2012, 2011 and 2010 (in thousands)

	Year Ended December 31,
	2012			2011			2010
Revenues:
Rental	$	120,758		$	104,051		$	92,800
Recoveries from customers		9,294			12,154			12,506
Cloud and managed services		14,497			12,173			9,054
Other		1,210			2,018			5,795
Total revenues		145,759			130,396			120,155
Operating expenses:
Property operating costs		51,506			57,900			60,408
Real estate taxes and insurance		3,632			2,621			2,378
Depreciation and amortization		34,932			26,165			19,086
General and administrative		35,986			28,470			22,844
Transaction costs		897			—			—
Gain on legal settlement		—			(3,357	)		—
Restructuring charge		3,291			—			—
Total operating expenses		130,244			111,799			104,716
Operating income		15,515			18,597			15,439
Other income and expenses:
Interest income		61			71			233
Interest expense		(25,140	)		(19,713	)		(23,502	)
Other (expense) income, net		(1,151	)		136			22,214
Income (loss) before gain on sale of real estate		(10,715	)		(909	)		14,384
Gain on sale of real estate		948			—			—
Net income (loss)		(9,767	)		(909	)		14,384
Unrealized loss on swap		(766	)		—			—
Comprehensive income (loss)	$	(10,533	)	$	(909	)	$	14,384

See accompanying notes to financial statements.

F-35

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

STATEMENTS OF CHANGES IN PARTNERS’ (DEFICIT) CAPITAL

	Partnership Units (in thousands)				Capital Accounts ($ in thousands)
	LP Units		GP Units		LP Units			GP Units			Total
Balance, January 1, 2010		14,749		1	$	293		$	—		$	293
Warrant exercise of Class C units		1,250		—		25,000			—			25,000
Issuance of RS LTIP Units		50		—		—			—			—
Equity-based compensation expense		—		—		332			—			332
Net income		—		—		14,382			2			14,384
Balance, December 31, 2010		16,049		1		40,007			2			40,009
Equity-based compensation expense		—		—		765			—			765
Net loss		—		—		(908	)		(1	)		(909	)
Balance, December 31, 2011		16,049		1		39,864			1			39,865
Issuance of RS LTIP Units		150		—		—			—			—
Equity-based compensation expense		—		—		412			—			412
Net loss		—		—		(9,766	)		(1	)		(9,767	)
Equity investment in Class D units, net of costs		3,680		—		91,935			—			91,935
PIK settlement		2,294		—		—			—			—
Other comprehensive loss		—		—		(766	)		—			(766	)
Balance, December 31, 2012		22,173		1	$	121,679		$	—		$	121,679

See accompanying notes to financial statements.

F-36

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2012, 2011 and 2010 (in thousands)

	Year Ended December 31,
	2012			2011			2010
Cash flow from operating activities:
Net income (loss)	$	(9,767	)	$	(909	)	$	14,384
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization		33,688			25,077			17,948
Amortization of deferred loan costs		3,384			3,441			4,737
Write off of deferred loan costs relating to retired debt		1,434			—			—
Equity-based compensation expense		412			765			332
Change in fair value of derivatives		(307	)		(4,830	)		(2,774	)
Amortization of acquired above and below-market leases, net		—			(960	)		(4,844	)
Gain on debt repurchase		—			—			(22,131	)
(Gain) loss on sale/disposal of property		(948	)		544			—
Other		—			(99	)		82
Changes in operating assets and liabilities
Rents and other receivables, net		(598	)		(2,110	)		93
Accrued interest on member advances		2,332			2,125			1,941
Prepaid expenses		58			(188	)		471
Restricted cash		1,294			(679	)		1,012
Other assets		(783	)		(540	)		(856	)
Accounts payable and accrued liabilities		5,322			2,574			2,349
Advance rents, security deposits and other liabilities		(1,586	)		(163	)		600
Deferred income		1,163			327			(67	)
Net cash provided by operating activities		35,098			24,374			13,277
Cash flow from investing activities:
Change in restricted cash		—			—			50,892
Proceeds from sale of property		1,549			—			—
Acquisition of Sacramento facility		(63,250	)		—			—
Additions to property and equipment		(133,226	)		(118,746	)		(107,466	)
Net cash used for investing activities		(194,927	)		(118,746	)		(56,574	)
Cash flow from financing activities:
Credit facility proceeds, net		180,000			54,000			82,500
Warrant exercise		—			—			25,000
Debt proceeds		120,000			50,000			25,000
Debt repayment		(216,637	)		—			(108,485	)
Payment of swap liability		(4,070	)		(4,120	)		(7,884	)
Payment of deferred financing costs		(6,243	)		(1,920	)		(5,577	)
Principal payments on capital lease obligation		(790	)		(76	)		—
Scheduled mortgage principal debt repayments		(3,476	)		(3,215	)		(4,944	)
Equity proceeds, net of costs		91,935			—			—
Net cash provided by financing activities		160,719			94,669			5,610
Net increase (decrease) in cash and cash equivalents		890			297			(37,687	)
Cash and cash equivalents, beginning of period		7,342			7,045			44,731
Cash and cash equivalents, end of period	$	8,232		$	7,342		$	7,045
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest (excluding deferred financing costs)	$	21,291		$	18,804		$	20,198
Accrued capital additions	$	18,789		$	20,493		$	14,066

See accompanying notes to financial statements.

F-37

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

QualityTech, LP (the “Operating Partners” or the “Company”) was formed in October 2009 as a Delaware limited partnership among Chad L. Williams, the Company’s Chairman and Chief Executive Officer, certain other partners and a subsidiary of General Atlantic LLC to own and operate data center properties and the managed service business previously owned by entities controlled by Chad L. Williams.

QualityTech GP, LLC (the “General Partner”) is the Company’s general partner. The General Partner was formed in October 2009 as a Delaware limited liability company and is wholly owned by Chad L. Williams. Certain of the Company’s partners, including the General Partner, are parties to a unitholders agreement that provides for certain matters regarding transfer of partnership interests in the Company, the Company’s governance and the Company’s ownership, including requiring specified approvals for certain specified major decisions.

The Company will continue indefinitely until dissolved as provided in the Partnership Agreement. Each of the subsidiary limited liability companies owned by the Company will continue indefinitely until dissolved as provided by their respective limited liability company agreements.

2. Summary of Significant Accounting Policies

Basis of Presentation—The accompanying financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, allowances for doubtful accounts and deferred tax assets; and the valuation of derivatives, fixed assets, acquired intangible assets and certain accruals.

Principles of Consolidation—The consolidated financial statements include the accounts of QualityTech, LP and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the financial statements.

Real Estate Assets—Real estate assets are reported at cost. All capital improvements for the income-producing properties that extend their useful life are capitalized to individual property improvements and depreciated over their estimated useful lives. Depreciation is generally provided on a straight-line basis over 40 years from the date the property was placed in service. Property improvements are depreciated on a straight-line basis over the life of the respective improvement ranging from 20 to 40 years from the date the components were placed in service. Leasehold improvements are depreciated over the lesser of 20 years or through the end of the respective life of the lease. Repairs and maintenance costs are expensed as incurred. The aggregate depreciation charged to related operations was $29.8 million, $22.1 million and $15.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

F-38

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The Company capitalizes certain development costs, including internal costs incurred in connection with development. The capitalization of costs during the construction period (including interest and related loan fees, property taxes and other direct and indirect costs) begins when development efforts commence and ends when the asset is ready for its intended use. Capitalization of such costs, excluding interest, aggregated to $6.7 million, $6.1 million and $1.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Interest is capitalized during the period of development by first applying the Company’s actual borrowing rate on the related asset and second, to the extent necessary, by applying the Company’s weighted average effective borrowing rate to the actual development and other costs expended during the construction period. Interest is capitalized until the property is ready for its intended use. Interest costs capitalized totaled $2.2 million, $2.6 million and $4.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Acquisition of Real Estate—Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired in accordance with the accounting requirements of ASC 805, Business Combinations, which requires the recording of net assets of acquired businesses at fair value. The fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, value of in-place leases and value of customer relationships.

In developing estimates of fair value of acquired assets and assumed liabilities, management analyzed a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets.

Intangible assets and liabilities include acquired above-market leases, below-market leases, in-place leases and customer relationships.

Acquired above-market leases are amortized on a straight-line basis as a decrease to rental revenue over the remaining term of the underlying leases. Amortization of acquired above-market leases, including write-offs for terminated leases, totaled $0.2 million for the year ended 2010, with no material amortization during the years ended December 31, 2012 or 2011.

Acquired below-market leases are amortized on a straight-line basis as an increase to rental revenue over the remaining term of the underlying leases, including fixed option renewal periods, if any. Accretion of acquired below-market leases, including write-offs for terminated leases, totaled $1.0 million and $5.1 million, for the years ended December 31, 2011 and 2010, respectively, with no material accretion for the year ended December 31, 2012.

Acquired in-place leases are amortized as amortization expense on a straight-line basis over the remaining life of the underlying leases. Amortization of acquired in-place leases, including write-offs for terminated leases, totaled $0.1 million and $0.2 million, for the years ended December 31, 2011 and 2010, respectively, with no material accretion for the year ended December 31, 2012.

Acquired customer relationships are amortized as amortization expense on a straight-line basis over the expected life of the customer relationship. Amortization of acquired customer relationships,

F-39

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

including write-offs for terminated leases, totaled $0.6 million, $1.2 million and $2.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Should a customer terminate its lease, the unamortized portions of the acquired above-market or below-market leases, acquired in-place lease costs and acquired customer relationships associated with that customer are written off to amortization expense or rental revenue, as indicated above.

Impairment of Long-Lived and Intangible Assets—Whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, the Company assesses whether there has been an impairment in the value of long-lived assets. Recoverability of assets to be held and used is generally measured by comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset group. If the net carrying value of the asset exceeds the value of the undiscounted cash flows, the fair value of the asset is assessed and may be considered impaired. An impairment loss is recognized based on the excess of the carrying amount of the impaired asset over its fair value. No impairment losses were recorded for any of the years ended December 31, 2012, 2011 and 2010, respectively.

Cash and Cash Equivalents—The Company considers all demand deposits and money market accounts purchased with a maturity date of three months or less at the date of purchase to be cash equivalents. The Company’s account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is concentration of credit risk related to amounts on deposit in excess of FDIC coverage. The Company mitigates this risk by depositing a majority of its funds with several major financial institutions. The Company also has not experienced any losses and, therefore, does not believe that the risk is significant.

Restricted Cash—Restricted cash includes accounts restricted by the Company’s loan agreements and escrow deposits for interest, insurance, taxes and capital improvements held by the various banks and financial institutions as required by the loan agreements. Such deposits are held in bank checking or investment accounts with original maturities of three months or less.

Deferred Costs—Deferred costs, net on the Company’s balance sheets include both financing costs and leasing costs.

Deferred financing costs represent fees and other costs incurred in connection with obtaining debt and are amortized over the term of the loan and are included in interest expense. Amortization of the deferred financing costs was $3.4 million, $3.4 million and $4.7 million for the years ended December 31, 2012, 2011 and 2010, respectively. During the year ended December 31, 2012, the Company wrote off unamortized financing costs of $1.4 million, primarily relating to loans secured by the Richmond and Suwanee data center facilities that were repaid during the first quarter of 2012. Deferred financing costs, net of accumulated amortization are as follows:

	December 31,
	2012			2011
	(dollars in thousands)
Deferred financing costs	$	23,713		$	17,470
Accumulated amortization		(16,857	)		(12,039	)
Deferred financing costs, net	$	6,856		$	5,431

F-40

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Deferred leasing costs consist of external fees and internal costs incurred in the successful negotiations of leases and are deferred and amortized over the terms of the related leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the costs are written off to amortization expense. Amortization of deferred leasing costs totaled $3.4 million, $2.3 million and $1.5 million for the years ended December 31, 2012, 2011 and 2010, respectively. Deferred leasing costs, net of accumulated amortization are as follows:

	December 31,
	2012			2011
	(dollars in thousands)
Deferred leasing costs		$18,139			$11,936
Accumulated amortization		(9,933	)		(6,585	)
Deferred leasing costs, net	$	8,206		$	5,351

Advance Rents and Security Deposits—Advance rents, typically prepayment of the following month’s rent, consist of payments received from customers prior to the time they are earned and are recognized as revenue in subsequent periods when earned. Security deposits are collected from customers at the lease origination and are generally refunded to customers upon lease expiration.

Deferred Income—Deferred income generally results from non-refundable charges paid by the customer at lease inception to prepare their space for occupancy. The Company records this initial payment, commonly referred to as set-up fees, as a deferred income liability which amortizes into rental revenue over the term of the related lease on a straight-line basis. Deferred income was $6.8 million and $5.6 million as of December 31 2012 and 2011, respectively. Additionally, $4.3 million $3.0 million and $2.7 million were amortized into revenue for the years ended December 31, 2012, 2011 and 2010, respectively.

Interest Rate Derivative Instruments—The Company utilizes derivatives to manage its interest rate exposure. Prior to 2012, the derivative instruments entered into did not meet the criteria for hedge accounting and, accordingly, the Company reported the fair value of the derivative on its balance sheets with the change in the fair value of the derivative reported in interest expense in the accompanying Statements of Operations and Comprehensive Income (Loss). During February 2012, the Company entered into interest rate swaps with a notional amount of $150 million which did qualify for hedge accounting. The Company performs an assessment of hedging effectiveness, and any ineffectiveness is recorded in interest expense. There was no ineffectiveness for the period ended December 31, 2012. The Company has accordingly reflected the change in the fair value of the instrument in Other Comprehensive Income (Loss). Amounts are reclassified out of other comprehensive income as the hedged item is recognized in earnings.

Equity-based Compensation—The Company may issue Class RS units of limited partnership interest (“Class RS Units”) and Class O units of limited partnership interest (“Class O Units”) to an affiliated company, QualityTech Employee Pool, LLC (“Employee Pool”), on behalf of employees and non-employee directors who are granted an award under the QualityTech, LP 2010 Equity Incentive Plan. All equity-based compensation is measured at fair value on the grant date or date of modification, as applicable, and recognized in earnings over the requisite service period. Depending upon the settlement terms of the awards, all or a portion of the fair value of equity-based awards may be presented as a liability or as equity in the consolidated balance sheets. Equity-based compensation

F-41

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

costs associated with the portion of awards classified as equity are measured based upon their estimated fair value on the date of grant or modification. Equity-based compensation costs associated with the portion of awards classified as liabilities are measured based upon their estimated fair value at the grant date and re-measured as of the end of each period. The Company recorded equity-based compensation expense net of repurchased awards acquired of $0.4 million, $0.8 million and $0.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Rental Revenue—The Company, as a lessor, has retained substantially all of the risks and benefits of ownership and accounts for its leases as operating leases. For lease agreements that provide for scheduled rent increases, rental income is recognized on a straight-line basis over the non-cancellable term of the leases, which commences when control of the space has been provided to the customer. The amount of the straight-line rent receivable on the balance sheets included in rents and other receivables, net was $2.4 million and $2.4 million as of December 31, 2012 and 2011, respectively. Rental revenue also includes amortization of set-up fees which are amortized over the term of the respective lease as discussed above.

Allowance for Uncollectible Accounts Receivable—Rents receivable are recognized when due and are carried at cost, less an allowance for doubtful accounts. The Company records a provision for losses on rents receivable equal to the estimated uncollectible accounts, which is based on management’s historical experience and a review of the current status of the Company’s receivables. As necessary, the Company also establishes an appropriate allowance for doubtful accounts for receivables arising from the straight-lining of rents. The aggregate allowance for doubtful accounts was $0.5 million and $0.3 million as of December 31, 2012 and 2011, respectively.

Capital Lease—The Company evaluates leased real estate to determine whether the lease should be classified as a capital or operating lease. One of the following four characteristics must be present to classify a lease as a capital lease: (i) the lease transfers ownership of the property to the lessee by the end of the lease term, (ii) the lease contains a bargain purchase option, (iii) the lease term is equal to 75% or more of the estimated economic life of the leased property or (iv) the net present value of the lease payments are at least 90% of the fair value of the leased property.

In 2011, the Company entered into capital leases for various equipment. The outstanding liabilities for the capital leases were $2.5 million and $1.7 million as of December 31, 2012 and 2011, respectively. Depreciation related to the associated assets is included in depreciation and amortization expense in the Statements of Operations and Comprehensive Income (Loss).

Recoveries from Customers—Certain customer leases contain provisions under which the customers reimburse the Company for a portion of the property’s real estate taxes, insurance and other operating expenses, which include certain power and cooling-related charges. The reimbursements are included in revenue as recoveries from customers in the Statements of Operations and Comprehensive Income (Loss) in the period the applicable expenditures are incurred. Certain customer leases are structured to provide a fixed monthly billing amount that includes an estimate of various operating expenses, with all revenue from such leases included in rental revenues.

Cloud and Managed Services Revenue—The Company may provide both its cloud product and access to its managed services to its customers on an individual or combined basis. Service fee revenue is recognized as the revenue is earned, which generally coincides with the services being provided.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Segment Information—The Company manages its business as one operating segment and one reportable segment consisting of a portfolio of investments in data centers located in the United States.

Restructuring—In March 2012, the Company decided to consolidate its New York area operations into the Jersey City data center facility. The Company transferred certain customers from the New York facility to the Jersey City facility. As of December 31, 2012, the Company had completed the consolidation of its operations into the Jersey City facility and recognized $3.3 million in expense primarily related to terminating the New York facility lease.

Tenant Concentrations—As of December 31, 2012, the Company was receiving approximately 8% of its monthly rental revenue from one customer. No other customers exceeded 5% of total monthly rental revenue. As of December 31, 2012, no customers exceeded 5% of total accounts receivable.

Income Taxes—The Operating Partnership is obligated to comply with Internal Revenue Service real estate investment trust (“IRS REIT”) tax regulations in accordance with the unitholders agreement. In order to comply with this obligation, the Company elected for one of its existing subsidiaries to be taxed as a taxable REIT subsidiary under the IRS REIT tax regulations. The taxable REIT subsidiary is allocated income and expense based on IRS REIT tax regulations.

For the taxable REIT subsidiary, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The taxable REIT subsidiary offsets a valuation allowance against deferred tax assets if, based on management’s assessment of operating results and other available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The taxable subsidiary did not generate taxable income for the years ended December 31, 2012, 2011 or 2010. Accordingly, no provision for income taxes was recorded nor was an income tax benefit recorded for the last three years. Due to the lack of sufficient historical evidence to indicate it is more likely than not that the deferred tax assets will be utilized, the valuation allowance relating to deferred tax assets continued to be recorded at December 31, 2012. The change in valuation allowance during 2012 was an increase of $1.7 million, primarily attributable to an increase in net operating loss carryforwards.

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Temporary differences and carryforwards which give rise to the deferred tax assets and liabilities are as follows:

	For the year ended December 31,
	2012			2011			2010
	(in thousands)
Deferred tax liabilities
Property and equipment	$	(4,852	)	$	(3,533	)	$	(1,597	)
Other		(551	)		(287	)		(162	)
Gross deferred tax liabilities		(5,403	)		(3,820	)		(1,759	)
Deferred tax assets
Net operating loss carryforwards		6,694			3,410			1,772
Deferred revenue and set-up charges		467			372			723
Derivative liability		—			81			152
Other		113			101			358
Gross deferred tax assets		7,274			3,964			3,005
Net deferred tax assets		1,871			144			1,246
Valuation allowance		(1,871	)		(144	)		(1,246	)
Net deferred	$	—		$	—		$	—

The taxable REIT subsidiary currently has $17.9 million of net operating loss carryforwards related to federal income taxes that expire in 17-20 years. The taxable REIT subsidiary also has $12.6 million of net operating loss carryforwards relating to state income taxes that expire in 12-20 years.

As of December 31, 2012 and 2011, the Company had no uncertain tax positions. If the Company incurs any interest or penalties on tax liabilities from significant uncertain tax positions, those items will be classified as interest expense and general and administrative expense, respectively, in the Statements of Operations and Comprehensive Income (Loss). For the years ended December 31, 2012, 2011 and 2010, the Company had no such interest or penalties.

The Company is not currently under examination by the Internal Revenue Service.

Fair Value Measurements—ASC Topic 820 emphasizes that fair-value is a market-based measurement, not an entity-specific measurement. Therefore, a fair-value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, a fair-value hierarchy is established that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the level in the fair-value hierarchy within which the entire fair- value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Financial assets and liabilities measured at fair value in the financial statements on a recurring basis consist of the Company’s derivatives. The fair values of the derivatives are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded as of December 31, 2012 and December 31, 2011 that the fair value associated to “significant unobservable inputs” for risk of non-performance was insignificant to the overall fair value of the derivative agreements and, as a result, has determined that the relevant inputs for purposes of calculating the fair value of the derivative agreements, in their entirety, were based upon “significant other observable inputs.” The Company determined the fair value of derivatives using Level 2 inputs. These methods of assessing fair value result in a general approximation of value, and such value may never be realized.

Assets and liabilities measured at fair value in the financial statements on a nonrecurring basis consist of the Company’s acquisition. The fair value of the acquisition was determined using Level 3 inputs.

Recent Accounting Pronouncements—In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Accounting Standards Codification (Codification) to allow an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income and should be applied retrospectively.

The FASB then issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. The amendments to the Codification in ASU No. 2011-12 are effective at the same time as the amendments in ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, so that entities will not be

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

required to comply with the presentation requirements in ASU No. 2011-05 that ASU No. 2011-12 is deferring. In order to defer only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in ASU No. 2011-12 supersede certain pending paragraphs in ASU No. 2011-05.

While FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements.

During 2011, FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of FASB and IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded that the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments to the FASB ASU (Codification) in this ASU are to be applied prospectively.

The adoption of these ASUs did not have a material effect on our financial statements.

3. Acquisitions of Real Estate

In December 2012, the Company purchased a data center facility located in Sacramento, California. This facility was previously and continues to operate as a data center with approximately 200 customers. The Company paid approximately $63.3 million for the data center facility. The allocation of the purchase price is subject to completion of related valuation of the assets acquired. The following table summarizes the consideration for the Sacramento facility and the preliminary allocation of the fair value of assets acquired as of December 31, 2012:

	Sacramento facility		Weighted average useful life
	(in thousands)
Working capital	$	—
Buildings		52,753	40
Land		1,485
Customer relationship		5,029	4
In-place leases		3,202	2
Above-market leases, net		781	1
Total purchase price	$	63,250

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

As a result of this acquisition, the assets and liabilities as well as the results of operations of the purchased data center facility have been included in the Company’s Consolidated Balance Sheet and Consolidated Statement of Operations and Comprehensive Income (Loss) since the date of the acquisition.

4. Real Estate Assets and Construction in Progress

The following is a summary of properties owned by the Company as of December 31, 2012 and 2011:

As of December 31, 2012

Property Location	Land		Buildings and Improvements		Construction in Progress		Total Cost
	(dollars in thousands)
Owned Properties:
Suwanee, Georgia	$	3,521	$	103,438	$	3,572	$	110,531
Atlanta, Georgia (Metro)		15,314		263,192		6,658		285,164
Santa Clara, California*		—		83,536		245		83,781
Richmond, Virginia		2,179		71,629		71,986		145,794
Sacramento, California		1,485		52,753		—		54,238
Miami, Florida		1,777		27,111		—		28,888
Lenexa, Kansas		437		54		3,260		3,751
Wichita, Kansas		—		1,408		—		1,408
		24,713		603,121		85,721		713,555
Leased Properties:
Jersey City, New Jersey		—		18,666		1,888		20,554
Overland Park, Kansas		—		719		—		719
		—		19,385		1,888		21,273
Total	$	24,713	$	622,506	$	87,609	$	734,828

* Owned facility subject to long-term ground sublease.

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

As of December 31, 2011

Property Location	Land		Buildings and Improvements		Construction in Progress		Total Cost
	(dollars in thousands)
Owned Properties:
Suwanee, Georgia	$	3,521	$	100,038	$	230	$	103,789
Atlanta, Georgia (Metro)		12,689		220,207		17,174		250,071
Santa Clara, California*		—		78,181		456		78,637
Richmond, Virginia		2,180		9,135		57,687		69,002
Miami, Florida		1,777		26,773		—		28,550
Topeka, Kansas		—		795		—		795
Lenexa, Kansas		437		59		3,113		3,609
Wichita, Kansas		—		1,279		—		1,279
		20,604		436,467		78,660		535,731
Leased Properties:
Jersey City, New Jersey		—		17,562		1,537		19,099
New York, New York		—		81		—		81
Overland Park, Kansas		—		675				675
		—		18,318		1,537		19,855
Total	$	20,604	$	454,785	$	80,197	$	555,586

* Owned facility subject to long-term ground sublease.

5. Credit Facility and Mortgages Payable

Below is a listing of our outstanding debt as of December 31, 2012 and 2011 (in thousands):

	December 31,
	2012		2011
Secured Credit Facility	$	316,500	$	136,500
Atlanta Metro Equipment Loan		20,931		22,884
Suwanee Loans		—		114,999
Santa Clara Loans		—		52,367
Miami Loan		26,048		26,800
Suwanee Land Loan		1,600		1,600
Lenexa Loan		2,712		2,756
Santa Clara Bridge Loan		50,000		—
Richmond Credit Facility		70,000		—
Richmond Bridge Loan		—		50,000
Total	$	487,791	$	407,906

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(a) Secured Credit Facility

On September 28, 2010, the Company entered into a revolving credit facility with KeyBank National Association (the “Secured Credit Facility”) and various other lenders with a total borrowing capacity of $125 million. The Secured Credit Facility allowed for a swing loan in the amount of $10 million and also included an accordion feature that allowed the Company to increase the size of the Secured Credit Facility up to $250 million. The Secured Credit Facility had a stated maturity date of September 28, 2013 and was secured by the Company’s Atlanta Metro data center. During 2011, the Company exercised the accordion feature and increased the borrowing capacity under the Secured Credit Facility to $170 million.

On February 8, 2012, the Company amended and extended the Secured Credit Facility to increase its borrowing capacity by $270 million and extend the maturity date to September 28, 2014. The amended and extended Secured Credit Facility was secured by the Company’s Atlanta Metro and Suwanee data center facilities. Of the $440 million Secured Credit Facility, $125 million was a term loan and $315 million was a revolving credit facility. The amended and extended Secured Credit Facility also provided a $100 million accordion feature.

Concurrently with the closing of the amended and extended Secured Credit Facility, the Company entered into an interest rate cap agreement with a notional amount of $150 million relating to the amended and extended Secured Credit Facility. This instrument provided a one month LIBOR cap of 2.05% and had an effective date of February 8, 2012 and a termination date of February 8, 2013. The Company also entered into two interest rate swaps with an aggregate $150 million notional amount and an effective date of February 8, 2013 to succeed the interest rate caps. These interest rate swaps had a maturity date of September 28, 2014. These interest rate swaps provide for a fixed one month LIBOR rate of 0.5825% from February 8, 2013 through September 28, 2014 and qualified for cash flow hedge accounting.

Borrowings under the amended and extended Secured Credit Facility were utilized to pay off the Richmond Loan and the Suwanee Loans (each as defined below) and retire the associated interest rate swaps. The swaps and loans were retired at a value which approximated the carrying value as of December 31, 2011. The Company used the remaining capacity on the amended and extended Secured Credit Facility to fund ongoing operations, expansions, developments and acquisitions.

The amended and extended Secured Credit Facility required monthly interest payments and required the Company to comply with various quarterly covenant requirements relating to debt yield, debt service coverage ratio, fixed charge, leverage ratio and tangible net worth and various other operational requirements. In connection with the amended and extended Secured Credit Facility, the Company obtained an additional $3.5 million letter of credit.

As detailed in Note 16, the amended and extended Secured Credit Facility was prepaid in full with proceeds of a new unsecured credit facility entered into by the Company on May 1, 2013.

(b) Suwanee Loans

As of December 31, 2011, the Company had outstanding an $80 million mortgage loan secured by the Suwanee property and a $15 million junior mezzanine loan, together with a $20 million earn out advance, which provided an aggregate total loan amount of approximately $115 million (collectively,

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

the “Suwanee Loans”). The Suwanee Loans were repaid in February 2012 with proceeds of the amended and extended Secured Credit Facility.

In 2011, the Company entered into a $1.6 million loan agreement for the purchase of land adjacent to the Suwanee facility (the “Suwanee Land Loan”). The interest rate on the loan is 10% per annum, and the loan matures on September 26, 2013.

As discussed in Note 16, the Company repaid the outstanding balance of the Suwanee Land Loan in June 2013.

(c) Atlanta Metro Equipment Loan—On April 9, 2010, the Company entered into a $25 million loan to finance equipment related to an expansion project at the Company’s Atlanta Metro data center (the “Atlanta Metro Equipment Loan”). The loan originally featured monthly interest-only payments, but now requires monthly interest and principal payments. The loan bears interest at 6.85% per annum, amortizes over ten years and matures on June 1, 2020.

(d) Santa Clara Loans—As of December 31, 2012, the Company had outstanding two separate mortgage loans related to the Company’s Santa Clara data center (collectively the “Santa Clara Loans”). The Santa Clara Loans originally totaled $54.4 million. The Santa Clara Loans required monthly interest-only payments through May 2009, at which time monthly principal and interest payments commenced based on a 25-year amortization schedule. The Santa Clara Loans had a stated maturity date of November 9, 2012. On that date, the Company paid off the remaining balance of the Santa Clara Loans and substantially replaced a portion of the loan balance on a temporary basis with the Santa Clara Bridge Loan outlined below.

(e) Miami Loan—In March 2008, the Company obtained a mortgage loan with a maximum borrowing capacity of $32.8 million secured by the Company’s Miami data center (“Miami Loan”). In October 2009, the Company amended the Miami Loan to extend the maturity date to December 31, 2010, with two options to extend for consecutive one-year periods at the Company’s option, subject to meeting certain debt service requirements. The Company subsequently exercised both of those options. The amendment also modified the interest rate so that it bore interest at the greater of 7% per annum or prime plus 1.0% through December 31, 2012. In addition, the amendment released certain collateral owned by a member of the Company. The Miami Loan was personally guaranteed by Chad L. Williams for up to $15.5 million of the outstanding balance. As discussed in Note 16, this loan was repaid with proceeds of the unsecured credit facility the Company entered into on May 1, 2013.

(f) Richmond Bridge Loan—On October 18, 2011, the Company entered into a $50 million bridge loan with Key Bank (the “Richmond Loan”). The Richmond Loan had an interest rate of LIBOR plus 6.00% and a maturity date of October 18, 2012. As discussed in Note 16, this loan was repaid with proceeds of the unsecured credit facility the Company entered into on May 1, 2013.

(g) Lenexa Loan—In June 2011, the Company entered into a $2.8 million seller financing to acquire the Lenexa facility (the “Lenexa Loan”). The interest rate on this loan is 5.43% per annum, and it matures on May 26, 2013. As discussed in Note 16, the loan was repaid at maturity.

(g) Richmond Credit Facility—In December 2012, the Company entered into a credit facility secured by the Company’s Richmond data center (the “Richmond Credit Facility”). This facility had a total borrowing capacity of $80 million at December 31, 2012, which was increased to $100 million in

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QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

January 2013. This facility also includes an accordion feature that allows the Company to increase the size of the credit facility up to $125 million under certain circumstances. This facility bears interest at variable rates ranging from LIBOR plus 4.0% to LIBOR plus 4.5% (rate at December 31, 2012 was LIBOR plus 4.25%, or 4.46% per annum) based on the Company’s overall leverage ratio. This facility has a stated maturity date of December 18, 2015 with an option to extend for one additional year.

(g) Santa Clara Bridge Loan—In November 2012, the Company entered into a $50 million bridge loan with Key Bank (the “Santa Clara Bridge Loan”). The loan had an interest rate of LIBOR plus 3.50% and a maturity date of February 11, 2013 with a three month extension option, which the Company exercised. As discussed in Note 16, this loan was repaid with proceeds of the unsecured credit facility the Company entered into on May 1, 2013.

The weighted average interest rate of the Company’s secured debt, which includes the effect of deferred financing costs and swap derivatives, was 5.13% per annum as of December 31, 2012.

The annual remaining principal payment requirements as of December 31, 2012 per the contractual maturities and excluding extension options are as follows (in thousands):

2013	$	81,730
2014		317,722
2015		71,065
2016		897
2017		717
Thereafter		15,660
Total	$	487,791

As of December 31, 2012, the Company was in compliance with all of its covenants.

6. Interest Rate Derivative Instruments

In connection with the Suwanee Loans, the Company entered into three separate interest rate swap agreements with notional values totaling $95 million that effectively fixed the variable portion of the interest rate at 5.29% per annum, which were set to expire on October 15, 2012. The Company subsequently entered into an interest rate swap agreement with a notional value of $20 million that effectively fixed a variable portion of the interest rate on the Suwanee Loans at 5.13% per annum, which swap was scheduled to expire on October 15, 2012. These swaps were settled in connection with the amendment and restatement of the Credit Facility on February 8, 2012, which is outlined in Note 5. As discussed in Note 5, the Company entered into new interest rate cap and swap agreements with a notional amount of $150 million. Derivatives that were entered into prior to February 2012 were not accounted for as hedges. Subsequent to February 2012, derivatives were designated as cash flow hedges.

The Company recognized realized and unrealized gains in the years ended December 31, 2012, 2011 and 2010 based on the change in fair value of these swaps. The realized and unrealized gains relating to these instruments, which were included in interest expense in the accompanying Statements of Operations and Comprehensive Income (Loss), aggregated to $0.3 million, $4.8 million and $2.8 million for the years ended December 31, 2012, 2011 and 2010, respectively.

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

As of December 31, 2012 and 2011, the Company recorded a derivative liability of $0.8 million and $4.3 million, respectively. These values were determined using Level 2 inputs within the valuation hierarchy and will be reclassified into earnings through the date the contracts mature.

7. Member Advances and Notes Payable

In October 2009, the Company amended and restated its outstanding loans with Chad L. Williams and entities controlled by Chad L. Williams into a loan in the original principal amount of $20.4 million (the “Member Advances”). The Member Advances are unsecured and have a maturity date of the earliest of December 31, 2013 or upon certain specified transactions. The Member Advances are subordinate in priority to the Company’s mortgage notes payable. Interest under the Member Advances accrues monthly at the rate of 9% per annum and is added to the principal balance of the Member Advances if not paid. The balance of the Member Advances is separately disclosed on the face of the financial statements. On May 1, 2013, the lender under the Member Advances exercised an option to purchase an additional $10 million Class D units in exchange for the cancellation of $10 million of the outstanding balance under the Member Advances.

As discussed in Note 16, the Company repaid the remaining outstanding balance of the member advances on June 28, 2013.

8. Commitments and Contingencies

The Company is subject to various routine legal proceedings and other matters in the ordinary course of business. While resolution of these matters cannot be predicted with certainty, management believes, based upon information currently available, that the final outcome will not have a material adverse impact on the Company’s financial statements.

The Company previously entered into a master service agreement with a third party Internet service provider. The Company was not receiving industry-standard quality of Internet and connectivity services and terminated the contract. The third party Internet service provider challenged the grounds for the Company’s termination and sued the Company in Georgia state court seeking the fees the Company owed prior to the termination plus a termination fee equal to the amount the Company would have paid had it not terminated the agreement. The Georgia state court ruled to limit damages, if any, to six months of unpaid fees. The Company has established an accrual associated with this matter which is recorded as a component of accrued liabilities.

9. Partners’ Capital and Incentive Compensation Plans

The General Partner has the full power and authority to do all the things necessary to conduct the business of the Operating Partnership. At December 31, 2012, the General Partner had no balance in its reported capital account. As of December 31, 2012, the Company had 7.27 million Class A units, 11.04 million Class C units, and 3.68 million Class D units outstanding. As of December 31, 2011, the Company had 7.25 million Class A units and 8.75 million Class C units outstanding.

The Company has five classes of limited partnership units outstanding: Class A units of limited partnership interest (“Class A Units”), Class C units of limited partnership interest (“Class C Units”), Class D units of limited partnership interest (“Class D Units”), Class RS Units and Class O Units.

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The Class A Units are redeemable at fair value at any time on or after one year following the later of the first date on which the common shares of the General Partner (or its successor general partner) are publicly traded or the date of initial issuance of the units. The General Partner may, at its sole discretion, elect to assume and satisfy the redemption amount with cash or its shares.

Class C Units and Class D Units are preferred units that are pari passu with each other and senior to the Class A Units, Class RS Units and Class O Units. Class C Units and Class D Units generally have the same designation, preferences, rights, powers and duties as Class A Units; however, in accordance with the provisions of the Company’s partnership agreement (the “Partnership Agreement”), upon certain liquidity events (as defined in the Partnership Agreement), Class C Units and Class D Units rank senior to Class A units and are entitled to a liquidation preference. In addition, immediately prior to the consummation of an initial public offering, Class C Units and Class D Units automatically convert into Class A units on the terms and conditions set out in the Partnership Agreement.

Class RS Units or Class O Units may be issued upon grants made under the QualityTech, LP 2010 Equity Incentive Plan. Class RS Units and Class O Units may be subject to vesting and are pari passu with Class A Units. Vested Class RS Units and Class O Units are convertible into Class A Units based on formulas contained in the Partnership Agreement.

In October 2009, 7.5 million Class A Units were issued to Chad L. Williams and Mark D. Waddington in exchange for the contribution to the Operating Partnership of their ownership interests in various limited liability companies. Immediately following such issuance, 7.5 million Class C Units were issued to General Atlantic REIT, Inc., a subsidiary of General Atlantic, in exchange for a contribution of $150 million (initially representing a 50% ownership interest in the Company) and a warrant to purchase an additional 1.25 million Class C Units at $20 per unit (the “Warrant”). The Operating Partnership subsequently repurchased 250,000 Class A Units held by Chad Williams and Mark Waddington for $5 million and, in April 2010, issued 1.25 million Class C Units to General Atlantic in exchange for $25 million upon exercise of its Warrant. On September 28, 2012, the Company issued an additional 2.4 million Class D Units to General Atlantic in exchange for a contribution of $60 million. At the same time, the Company issued an additional 2.3 million Class C Units to General Atlantic to settle the amount owed to General Atlantic under the paid-in-kind feature of the Class C Units, which simultaneously was eliminated from the terms of the Class C Units. In December 2012, the Company issued an additional 1.2 million Class D Units to General Atlantic for a contribution of $30 million. Accordingly, General Atlantic’s aggregate economic ownership interest increased to approximately 67% (excluding outstanding LTIP Units) at December 31, 2012. As a result of the above transactions, Chad L. Williams and Mark D. Waddington indirectly or directly in aggregate owned 7.25 million Class A Units, and General Atlantic owned 14.64 million Class C and Class D Units in the Operating Partnership as of December 31, 2012. In addition to the above transaction, during the second half of 2012, certain directors and officers of the Company contributed an aggregate of $2.0 million in exchange for 80,000 Class D Units and 21,250 RS Units were converted to Class A Units.

Net income and net loss of the Operating Partnership are allocated with respect to each fiscal year of the Operating Partnership in accordance with the terms of the Partnership Agreement. Prior to the September 2012 Class D Unit and Class C Unit issuance noted above, due to the paid-in-kind feature of the Class C Units and subject to certain special allocations, net income was generally first allocated to the Class C Units to the extent of their rights to a cumulative preferred return of 9%, with

F-53

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

the remaining balance allocated to the Class A Units. Net loss for the nine months ended September 30, 2012 was allocated to the Class A units in accordance with the Partnership Agreement. Subsequent to September 30, 2012, however, both net income and net loss were proportionally allocated to Class A, Class C, and Class D units.

General Atlantic and Chad L. Williams the Company’s Chairman and Chief Executive Officer, each is a party to a separate registration rights agreement. Under those registration rights agreements, beginning six months after the completion of an initial public offering, General Atlantic and Mr. Williams have demand rights to require the Company to file a new registration statement and prospectus providing for the sale by such holders of some or all of their shares.

The Company sponsors the 2010 Equity Incentive Plan for its employees pursuant to which the Company may grant awards from time to time. Awards generally vest over a defined service period. The following is a summary of award activity under the 2010 Equity Incentive Plan and related information for 2012, 2011 and 2010:

	Number of Class O units			Weighted- average exercise price		Number of Class RS units		Weighted- average price
Outstanding at January 1, 2010		—		$	—		—	$	—
Granted		717,443		$	20.00		50,000	$	—
Exercised		—			—		—		—
Released from restriction		—			—		—		—
Cancelled/Expired		(125,375	)		—		—		—
Outstanding at December 31, 2010		592,068		$	20.00		50,000	$	—
Granted		114,676		$	20.00		—	$	—
Exercised		—			—		—		—
Released from restriction		—			—		—		—
Cancelled/Expired		(7,376	)		—		—		—
Outstanding at December 31, 2011		699,368		$	20.00		50,000	$	—
Granted		908,925		$	25.00		150,000	$	—
Exercised		—			—		—		—
Released from restriction		—			—		21,250		—
Cancelled/Expired		(136,350	)		—		—		—
Outstanding at December 31, 2012		1,471,943		$	23.09		178,750	$	—

The Class RS Units and Class O Units are pari passu with Class A units. To estimate the fair value of awards on the grant date or modification date as appropriate, the Company uses a lattice valuation model. Historical stock prices of comparable companies were used to estimate expected volatility. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company does not expect future forfeitures to be material.

F-54

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The assumptions and fair values for Class O and Class RS units granted for the years ended December 31, 2012 and 2011 is included in the following table on a per unit basis, respectively:

	2012			2011			2010
Fair value of Class RS Units granted	$	7.15		$	6.95		$	8.49
Fair value of Class O Units granted	$	1.99		$	2.94		$	5.16
Expected term (years)		4			4			4
Expected volatility		55	%		60	%		85	%
Dividend yield		0	%		0	%		0	%
Risk-free interest rates		0.17	%		0.61	%		1.04	%

The following table summarizes information about awards outstanding as of December 31, 2012.

	Awards Outstanding
	Exercise prices	Awards outstanding		Weighted average remaining contractual life (years)
Class RS Units	$ —		178,750	3
Class O Units	$20-25		1,471,943	3
Total			1,650,693

All nonvested awards are valued (i) as of the grant date and generally vest ratably over a defined service period, or (ii) based upon the Company meeting various performance goals. As of December 31, 2012, nonvested awards outstanding were 1,261,536 and 175,607 for the Class O and Class RS Units, respectively. As of December 31, 2011, nonvested awards outstanding were 552,487 and 33,750 for the Class O and Class RS Units, respectively.

As of December 31, 2012 vested awards were 210,407 and 3,143 for the Class O and Class RS Units, respectively. As of December 31, 2011 vested awards were 146,881 and 16,250 for the Class O and Class RS Units, respectively. All of the vested shares are exercisable and thus convertible into Class A Units. The number of Class O Units outstanding were not included in the Statements of Changes in Partners’ (Deficit) Capital.

10. Related Party Transactions

In addition to the member advances and notes payable and the repayment thereof discussed in Note 7, the Company executed transactions with entities in which one of the Company’s partners had an ownership interest or with one of the Company’s partners directly. Such transactions include automobile, furniture and equipment purchases as well as building operating lease payments, an allocation of insurance expense, and reimbursement at the related party’s cost for the use of a private aircraft service by our officers and directors.

F-55

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The transactions which occurred during the years ended December 31, 2012, 2011 and 2010 are outlined below (in thousands):

	December 31,
	(in thousands)
	2012		2011		2010
Tax, utility, insurance and other reimbursement	$	234	$	248	$	—
Rent expense		572		572		575
Capital assets acquired		568		1,807		275
Total	$	1,374	$	2,627	$	850

In the third quarter of 2012, the Company revised its related capital asset purchasing arrangement. The Company now pays vendors directly for such purchases and pays only an agent fee to the related party. Only the agent fee is recognized as a related party transaction.

Certain employees of the Company provide services to companies outside the consolidated group for which the Company is not reimbursed. These amounts were not material for any of the years ended December 31, 2012, 2011 and 2010.

11. Sale of Real Estate Assets

On September 27, 2012, the Company entered into an agreement to sell the Topeka property for $1.5 million. The Company recognized a gain on sale of the property of $0.9 million for the year ended December 31, 2012. Additionally, the Company is providing services to customize the property to the new owner’s specification which were substantially completed as of December 31, 2012. In conjunction with this service, the Company had received an additional $0.6 million as of December 31, 2012.

12. Operating Leases, as Lessee

The Company leases and/or licenses two data center facilities and related equipment through May 2017. In addition, the Company has entered into a long-term ground sublease for its Santa Clara property through October 2052. Rent expense for the aforementioned leases was $5.6 million, $6.2 million and $9.9 million for the years ended December 31, 2012, 2011 and 2010, respectively, and is classified in property operating costs in the accompanying Statements of Operations and Comprehensive Income (Loss). The Company recorded $0.2 million and $0.5 million in capitalized rent for the years ended December 31, 2011 and 2010, respectively with no rent capitalized for the year ended December 31, 2012.

F-56

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The future non-cancellable minimum rental payments required under operating leases and/or licenses at December 31, 2012 are as follows (in thousands):

2013	$	4,935
2014		4,949
2015		4,955
2016		5,030
2017		5,103
Thereafter		71,092
Total	$	96,064

13. Customer Leases, as Lessor

Future minimum lease payments to be received under non-cancelable operating customer leases (exclusive of recoveries from customers) are as follows at December 31, 2012 (in thousands):

2013	$	125,472
2014		88,528
2015		65,202
2016		48,292
2017		36,018
Thereafter		44,828
Total	$	408,340

14. Fair Value of Financial Instruments

ASC Topic 825 requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based upon the application of discount rates to estimated future cash flows based upon market yields or by using other valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, fair values are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.

Short-term instruments:    The carrying amounts of cash and cash equivalents, restricted cash, rents and other receivables, prepaid expenses, other assets, accounts payable and accrued liabilities approximate fair value.

Mortgage notes payable:    The fair value of the Company’s floating rate mortgage loans was estimated using Level 2 “significant other observable inputs” such as available market information and discounted cash flows analyses based on borrowing rates that the Company believes it could obtain with similar terms and maturities. Because each of these loans was either near maturity as of December 31, 2012 or was entered into in the last 60 days of 2012 and did not have interest rates which were materially different than current market conditions would indicate, the fair value of each of the mortgage notes payable approximated the carrying value of each note.

F-57

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Other debt instruments:    The fair value of the Company’s other debt instruments (including capital leases) was estimated in the same manner as the mortgage notes payable above. Similarly, because each of these instruments was near maturity as of December 31, 2012 and did not have interest rates which were materially different than current market conditions would indicate, the fair value of each instrument approximated the respective carrying values.

Member advances:    The fair value of the Company’s member advances is similar to the carrying value of those advances as the interest rate of those advances reset monthly.

15. Employee Benefit Plan

The Company has a 401(k) plan covering substantially all employees of the Company. Participants in the 401(k) plan may elect to contribute a portion of their earnings to the plan, and the Company makes required matching contributions up to a maximum of 1% of the employee’s eligible compensation. The Company’s expense for the matching contributions for the years ended December 31 2012, 2011 and 2010, was $0.3 million, $0.2 million and $0.2 million, respectively.

16. Subsequent Events

On February 12, 2013, the Company completed its acquisition of a former 698,000 square foot semiconductor plant in Dallas, Texas for $20.5 million. Upon completion of the redevelopment, the site will be converted into a data center facility on the existing campus. This acquisition will be accounted for as an asset acquisition.

On May 1, 2013, the Company repaid the Secured Credit Facility with proceeds of a new unsecured credit facility (the “Unsecured Credit Facility”). The Unsecured Credit Facility includes a term loan of $225 million, which has a term of 5 years, and a revolving credit facility of $350 million, which has a term of 4 years, for an aggregate borrowing capacity of $575 million. The Company used a majority of the $445 million in proceeds (representing the term loan of $225 million and borrowings on the revolving credit facility) to pay the outstanding balances under the Secured Credit Facility, the Miami Loan, the Santa Clara Bridge Loan, and $5 million of the Member Advances. On May 1, 2013, the lender under the Member Advances exercised an option to purchase $10 million Class D units in exchange for the cancellation of $10 million of the outstanding balance under the Member Advances.

In June 2013, the Company used additional proceeds from the Unsecured Credit Facility to repay the outstanding balances of the Lenexa Loan, seller financing to acquire the Dallas facility, the Suwanee Land Loan, and the remaining outstanding balance of the Member Advances.

On August 15, 2013, the Company made a distribution to its members in an aggregate amount of $7.7 million.

F-58

QUALITYTECH, LP

CONSOLIDATED FINANCIAL STATEMENTS

SCHEDULE III—REAL ESTATE INVESTMENTS

As of December 31, 2012

	Initial Costs				Costs Capitalized Subsequent to Acquisition							Gross Carrying Amount
Property Location	Land		Buildings and Improvements		Land		Buildings and Improvements			Construction in Progress		Land		Buildings and Improvements		Construction in Progress		Accumulated Depreciation and Amortization			Date of Acquisition
	(dollars in thousands)
Owned Properties
Suwanee, Georgia	$	1,395	$	29,802	$	2,125	$	73,636		$	3,572	$	3,520	$	103,438	$	3,572	$	(28,773	)		9/1/2005
Atlanta, Georgia (Metro)		12,647		35,473		2,667		227,802			6,658		15,314		263,275		6,658		(43,686	)		10/3/2006
Santa Clara, California*		—		15,838		—		67,698			244		—		83,536		244		(14,437	)		11/1/2007
Richmond, Virginia		2,000		11,200		180		60,447			71,987		2,180		71,647		71,987		(3,747	)		3/20/2010
Sacramento, California		1,485		52,753		—		—			—		1,485		52,753		—		—			12/21/2012
Miami, Florida		1,777		6,955		—		20,052			—		1,777		27,007		—		(4,532	)		3/6/2008
Lenexa, Kansas		400		3,100		37		(3,046	)		3,260		437		54		3,260		(27	)		6/3/2011
Wichita, Kansas		—		686		—		725			—		—		1,411		—		(446	)		3/31/2005
	$	19,704	$	155,807	$	5,009	$	447,314		$	85,721	$	24,713	$	603,121	$	85,721	$	(95,648	)
Leased Properties
Jersey City, New Jersey		—		1,985		—		16,681			—		—		18,666		1,888		(6,888	)		11/1/2006
Overland Park, Kansas		—		—		—		719			—		—		719		—		(364	)
		—		1,985		—		17,400			—		—		19,385		1,888		(7,252	)
	$	19,704	$	157,792	$	5,009	$	464,714		$	85,721	$	24,713	$	622,506	$	87,609	$	(102,900	)

* Owned facility subject to long-term ground sublease.

The following table reconciles the historical cost and accumulated depreciation for the years ended December 31, 2012, 2011 and 2010.

	Years Ended December 31,
	2012			2011			2010
Property
Balance, beginning of period	$	555,586		$	432,889		$	316,230
Disposals		(794	)		(463	)		(96	)
Additions (acquisitions and improvements)		180,036			123,160			116,755
Balance, end of period	$	734,828		$	555,586		$	432,889
Accumulated depreciation
Balance, beginning of period	$	(74,536	)	$	(52,923	)	$	(38,769	)
Disposals		162			46			111
Additions (depreciation and amortization expense)		(28,526	)		(21,659	)		(14,265	)
Balance, end of period	$	(102,900	)	$	(74,536	)	$	(52,923	)

F-59

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of QTS Realty Trust, Inc.

We have audited the accompanying statement of revenues and certain operating expenses of the Sacramento Property for the year ended December 31, 2011, and the related notes to the financial statement.

Management’s Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement of revenues and certain operating expenses that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statement referred to above present fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Sacramento Property financial statement for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

Basis of Accounting

As described in Note 1 to the financial statement, the statement of revenues and certain operating expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the registration statement on Form S-11 of QTS Realty Trust, Inc., and is not intended to be a complete presentation of the Sacramento Property’s revenue and expenses. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young LLP

Kansas City, MO

May 28, 2013

F-60

SACRAMENTO PROPERTY

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES (IN THOUSANDS)

	Nine Months Ended
	September 30,				Year Ended
	2012		2011		December 31,
	(unaudited)		(unaudited)		2011
Revenues:
Rental	$	7,921	$	7,071	$	9,395
Recoveries from customers		1,140		992		1,334
Other		119		124		130
Total revenues		9,180		8,187		10,859
Certain Operating Expenses:
Property operating costs		4,071		3,617		4,775
Real estate taxes and insurance		538		555		720
Total certain operating expenses		4,609		4,172		5,495
Revenues in excess of certain operating expenses	$	4,571	$	4,015	$	5,364

See accompanying notes to statements of revenues and certain operating expenses.

F-61

NOTES TO STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

1. General Information

On December 21, 2012, QualityTech, LP the (the “Company”) entered into a purchase agreement the (the “Acquisition”) to acquire the assets, properties and rights owned by Herakles, LLC and Sandy Beaches I LP (collectively referred to as “Herakles”), which owned and operated a world-class designed and engineered data center facility in Sacramento, California (the “Sacramento Property”) containing approximately 52,500 square feet (unaudited) of raised floor space and 9.0 megawatts (MW) (unaudited) of power capacity, of which approximately 60% (unaudited) was contracted as of December 21, 2012. The Sacramento Property was previously and continues to operate as a data center with approximately 200 colocation customers.

Herakles is not a legal entity but rather the operations related to acquired assets. The accompanying statements of revenues and certain operating expenses include the revenues and certain operating expenses of the Sacramento Property.

The accompanying statements of revenues and certain operating expenses have been prepared on the accrual basis of accounting for the purpose of complying with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission. The statements of revenues and certain operating expenses exclude the following items that are not comparable to the proposed future operations of the Sacramento Property: interest on mortgage loans not assumed by the Company, depreciation and amortization and other overhead costs not directly related to the future operations of the Sacramento Property.

2. Summary of Significant Accounting Policies

Basis of Presentation—The accompanying financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.

Rental Revenue—Herakles, as a lessor, has retained substantially all the risks and benefits of ownership and accounts for its leases as operating leases. For lease agreements that provide for scheduled rent increases, rental income is recognized on a straight-line basis over the non-cancellable term of the leases, which commences when control of the space has been provided to the customer. Rental revenue also includes amortization of set-up fees which are amortized over the term of the respective lease.

Repairs and maintenance—Repairs and maintenance costs are expensed as incurred.

Recoveries from Customers—Certain customer leases contain provisions under which the customers reimburse Herakles for a portion of the Property’s real estate taxes, insurance and other operating expenses, which include certain power and cooling related charges. The reimbursements are included in revenue as recoveries from customers in the statements of operations in the period the applicable expenditures are incurred.

F-62

NOTES TO STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

3. Customer Leases, as Lessor

Future minimum lease payments to be received under non-cancelable operating customer leases (exclusive of recoveries from customers) are as follows for the years ending December 31 (in thousands):

Year Ending December 31,
2013	$	7,788
2014		2,178
2015		168
2016		28
2017		28
Thereafter		34
Total	$	10,224

4. Subsequent Events

The Company and Herakles have evaluated subsequent events through May 28, 2013. There were no subsequent events to report.

F-63

Until             , 2013 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

             Shares

QTS REALTY TRUST, INC.

CLASS A COMMON STOCK

PROSPECTUS

Joint Book-Running Managers

Goldman, Sachs & Co. Jefferies

BofA Merrill Lynch Deutsche Bank Securities KeyBanc Capital Markets Morgan Stanley

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution.

The following table itemizes the expenses incurred by us in connection with the issuance and distribution of the securities being registered hereunder. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee.

SEC registration fee	$	40,920
FINRA filing fee		52,250
NYSE listing fee		*
Printing and engraving fees		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*
Total	$	*

* To be completed by amendment.

Item 32. Sales to Special Parties.

None.

Item 33. Recent Sales of Unregistered Securities.

Upon our formation on May 17, 2013, Chad L. Williams was issued 1,000 shares of common stock for total consideration of $1,000 in cash in order to provide our initial capitalization. The shares were issued in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering. We will repurchase these shares in connection with this offering.

In connection with our formation transactions, QualityTech, LP, our operating partnership, will issue 1,000 OP units to Mr. Williams in exchange for his ownership interest in QualityTech GP, LLC, the current general partner of our operating partnership, and we will issue                 shares of Class B common stock to Mr. Williams in exchange for an equivalent number of common limited partnership units of our operating partnership held by Mr. Williams, and                 shares of Class A common stock to GA QTS Interholdco, LLC in exchange for its interest in General Atlantic REIT, Inc., majority owner of our operating partnership. These shares were issued in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act, as a transaction not involving a public offering.

Item 34. Indemnification of Directors and Officers.

The Maryland General Corporation Law, or MGCL, permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

II-1

The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

Ÿ the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

Ÿ the director or officer actually received an improper personal benefit in money, property or services; or

Ÿ in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

Ÿ a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

Ÿ a written undertaking by the director or on the director’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director did not meet the standard of conduct.

Our charter and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

Ÿ any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or

Ÿ any individual who, while serving as a director or officer of our company and at our request, serves or has served another corporation, REIT, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, REIT, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us, with the approval of our board of directors, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company. With respect to our directors, we will be the indemnitor of first resort to the extent that any directors simultaneously are entitled to indemnification from GA QTS Interholdco, LLC with respect to any of the same matters for which we are obligated to provide indemnification pursuant to our charter and bylaws.

II-2

Upon completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that would provide for indemnification to the maximum extent permitted by Maryland law.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 35. Treatment of Proceeds from Stock Being Registered.

None.

Item 36. Financial Statements and Exhibits.

(a) Financial Statements.

See page F-1 for an index of the financial statements included in this Registration Statement on Form S-11.

(b) Exhibits.

The list of exhibits following the signature page of this Registration Statement on Form S-11 is incorporated by reference.

Item 37. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or Rule 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Overland Park, state of Kansas, on August 16, 2013.

QTS REALTY TRUST, INC.
By:	/s/ Chad L. Williams
	Chad L. Williams Chairman and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints William H. Schafer and Shirley E. Goza, and each of them, as his attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith or in connection with the registration of the Class A common stock under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: August 16, 2013	By:	/s/ Chad L. Williams
		Chad L. Williams Chairman and Chief Executive Officer (Principal Executive Officer)
Date: August 16, 2013	By:	/s/ William H. Schafer
		William H. Schafer (Principal Financial Officer and Principal Accounting Officer)
Date: August 16, 2013	By:	/s/ John W. Barter
		John W. Barter (Director)
Date: August 16, 2013	By:	/s/ William O. Grabe
		William O. Grabe (Director)
Date: August 16, 2013	By:	/s/ Catherine R. Kinney
		Catherine R. Kinney (Director)

II-4

Date: August 16, 2013	By:	/s/ Peter A. Marino
		Peter A. Marino (Director)
Date: August 16, 2013	By:	/s/ Scott D. Miller
		Scott D. Miller (Director)
Date: August 16, 2013	By:	/s/ Philip P. Trahanas
		Philip P. Trahanas (Director)
Date: August 16, 2013	By:	/s/ Stephen E. Westhead
		Stephen E. Westhead (Director)

II-5

EXHIBIT LIST

Exhibit
	1.1	*	Form of Underwriting Agreement
	2.1	*	Merger Agreement dated                     , 2013 by and among QTS Realty Trust, Inc., General Atlantic REIT, Inc. and GA QTS Interholdco, LLC
	3.1	*	Articles of Amendment and Restatement of QTS Realty Trust, Inc.
	3.2	*	Amended and Restated Bylaws of QTS Realty Trust, Inc.
	4.1	*	Form of Specimen Class A Common Stock Certificate
	5.1	*	Opinion of Hogan Lovells US LLP regarding the validity of the securities
	8.1	*	Opinion of Hogan Lovells US LLP regarding tax matters
	10.1		Form of Fifth Amended and Restated Agreement of Limited Partnership of QualityTech, LP
	10.2	*	Contribution Agreement dated as of                     , 2013 by and among QualityTech, LP and Chad L. Williams
	10.3	*	Purchase Agreement dated as of                     , 2013 by and among QTS Realty Trust, Inc., QualityTech, LP and Chad L. Williams
	10.4		Employment Agreement dated as of August 15, 2013 by and among QualityTech GP, LLC, QualityTech, LP, Quality Technology Services, LLC and Chad L. Williams†
	10.5		Amended and Restated Employment Agreement dated as of August 14, 2013 by and among QualityTech GP, LLC, QualityTech, LP, Quality Technology Services, LLC and William H. Schafer†
	10.6		Employment Agreement dated as of June 15, 2012 by and among QualityTech GP, LLC, QualityTech, LP and James H. Reinhart†
	10.7		Amendment No. 1 to Employment Agreement dated as of August 14, 2013 by and among QualityTech GP, LLC, QualityTech, LP, Quality Technology Services, LLC and James H. Reinhart†
	10.8		Employment Agreement dated as of June 29, 2012 by and among QualityTech GP, LLC, QualityTech, LP and Daniel T. Bennewitz†
	10.9		Amendment No. 1 to Employment Agreement dated as of August 14, 2013 by and among QualityTech GP, LLC, QualityTech, LP, Quality Technology Services, LLC and Daniel T. Bennewitz†
	10.10		Employment Agreement dated as of August 1, 2013 by and among QualityTech GP, LLC, QualityTech, LP, Quality Technology Services, LLC and Jeffrey H. Berson†
	10.11		Amendment No. 1 to Employment Agreement dated as of August 14, 2013 by and among QualityTech GP, LLC, QualityTech, LP, Quality Technology Services, LLC and Jeffrey H. Berson†
	10.12		Employment Agreement dated as of August 14, 2013 by and among QualityTech GP, LLC, QualityTech, LP, Quality Technology Services, LLC and Shirley E. Goza†
	10.13		Form of Indemnification Agreement
	10.14		Non-Competition Agreement dated as of June 29, 2012 by and among Quality Technology Services, LLC and James H. Reinhart†
	10.15		Non-Competition Agreement dated as of June 29, 2012 by and among Quality Technology Services, LLC and Daniel T. Bennewitz†
	10.16		Form of Registration Rights Agreement dated as of                 , 2013 by and among QTS Realty Trust, Inc. and the parties listed on Schedule I thereto
	10.17		Form of Amended and Restated Registration Rights Agreement dated as of                 , 2013 by and among QTS Realty Trust, Inc., QualityTech GP, LLC and GA QTS Interholdco, LLC
	10.18		Form of Amended and Restated Registration Rights Agreement dated as of                 , 2013 by and among QTS Realty Trust, Inc., QualityTech GP, LLC, Chad L. Williams and certain entities owned or controlled by Chad L. Williams

II-6

Exhibit
	10.19	Form of Tax Protection Agreement dated as of                     , 2013 by and among QTS Realty Trust, Inc., QualityTech, LP and the signatories party thereto
	10.20	QualityTech, LP 2010 Equity Incentive Plan†
	10.21	Amendment No. 1 to Qualitytech, LP 2010 Equity Incentive Plan†
	10.22	Form of Class O Unit Award Agreement (Time-Based Vesting) under QualityTech, LP 2010 Equity Incentive Plan†
	10.23	Form of Class O Unit Award Agreement (Performance-Based Vesting) under QualityTech, LP 2010 Equity Incentive Plan†
	10.24	Form of Class O Unit Award Agreement under QualityTech, LP 2010 Equity Incentive Plan†
	10.25	Form of Class RS Unit Award Agreement (Time-Based Vesting) under QualityTech, LP 2010 Equity Incentive Plan†
	10.26	Form of Class RS Unit Award Agreement (Performance-Based Vesting) under QualityTech, LP 2010 Equity Incentive Plan†
	10.27	QTS Realty Trust, Inc. 2013 Equity Incentive Plan†
	10.28	Form of Restricted Shares Agreement under QTS Realty Trust, Inc. 2013 Equity Incentive Plan†
	10.29	Form of Non-Qualified Option Agreement under QTS Realty Trust, Inc. 2013 Equity Incentive Plan†
	10.30	Second Amended and Restated Credit Agreement dated May 1, 2013 by and among QualityTech, LP, as borrower, the Lenders party thereto, KeyBank National Association, as agent, Regions Bank, as syndication agent, and KeyBanc Capital Markets, as sole lead arranger and sole book manager
	10.31	Credit Agreement dated December 21, 2012 by and among Quality Investment Properties Richmond, LLC, as a borrower, Quality Technology Services Richmond II, LLC, as a Guarantor, QualityTech, LP, as a guarantor, the Lenders party thereto, Regions Bank, as administrative agent, Bank of America, N.A., as syndication agent, and Regions Capital Markets and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint book managers
	10.32	First Amendment to Credit Agreement, dated May 1, 2013, by and among Quality Investment Properties Richmond, LLC, Quality Technology Services Richmond II, LLC, QualityTech, LP, the Lenders party thereto, and Regions Bank, as administrative agent
	10.33	Ground Lease, dated October 2, 1997, by and between Mission-West Valley Land Corporation, as landlord, and Nexus Properties, Inc., Kinetic Systems, Inc., Digital Square, Inc., R. Darrell Gary, Michael J. Reidy and Michael J. Reidy as trustee of the Ronald Bonaguidi irrevocable trust, together as tenants
	10.34	First Amendment to Ground Lease, dated April 29, 1998, by and between Mission-West Valley Land Corporation, as landlord, and Nexus Properties, Inc., Kinetic Systems, Inc., R. Darrell Gary, Michael J. Reidy and Michael J. Reidy as trustee of the Ronald Bonaguidi irrevocable trust, together as tenants
	10.35	Second Amendment to Ground Lease, dated September 24, 2009, by and between Mission-West Valley Land Corporation, as landlord, and Quality Investment Properties Santa Clara, LLC, Chad L. Williams

II-7

Exhibit
	10.36		Third Amendment to Ground Lease, dated November 17, 2011, by and between Mission-West Valley Land Corporation, as landlord, and Quality Investment Properties Santa Clara, LLC, Chad L. Williams
	10.37	*	License Agreement between QTS Realty Trust, Inc. and Chad L. Williams dated                     , 2013
	10.38		Lease Agreement, dated January 1, 2009, by and between Quality Investment Properties-Williams Center, L.L.C. and Quality Technology Services Lenexa, LLC
	10.39		First Amendment to Lease, dated March 1, 2013, by and between Quality Investment Properties-Williams Center, L.L.C. and Quality Technology Services Lenexa, LLC
	21.1		List of Subsidiaries of the Company
	23.1		Consent of Ernst & Young, LLP
	23.2	*	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
	23.3	*	Consent of Hogan Lovells US LLP (included in Exhibit 8.1)
	24.1		Power of Attorney (included on the signature page to the Registration Statement)

† Indicates management contract or compensatory plan.

* To be filed by amendment.

II-8

EX-10.1

Exhibit 10.1

FIFTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

QUALITYTECH, LP

[            ], 2013

TABLE OF CONTENTS

		Page
ARTICLE I DEFINED TERMS			2
ARTICLE II ORGANIZATIONAL MATTERS			16
Section 2.1	Organization		16
Section 2.2	Name		17
Section 2.3	Registered Office and Agent; Principal Office		17
Section 2.4	Term		17
ARTICLE III PURPOSE			18
Section 3.1	Purpose and Business		18
Section 3.2	Powers		18
ARTICLE IV CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS			19
Section 4.1	Capital Contributions of the Partners		19
Section 4.2	Issuances of Partnership Interests		19
Section 4.3	No Preemptive Rights		20
Section 4.4	Other Contribution Provisions		20
Section 4.5	No Interest on Capital		21
Section 4.6	Class RS LTIP Units		21
Section 4.7	Conversion of Class RS LTIP Units		23
Section 4.8	Class O LTIP Units		25
Section 4.9	Conversion of Class O LTIP Units		27
ARTICLE V DISTRIBUTIONS			30
Section 5.1	Requirement and Characterization of Distributions		30
Section 5.2	Amounts Withheld		33
Section 5.3	Distributions upon Liquidation		33
Section 5.4	Revisions to Reflect Issuance of Partnership Interests		33
ARTICLE VI ALLOCATIONS			34
Section 6.1	Allocations for Capital Account Purposes		34
Section 6.2	Revisions to Allocations to Reflect Issuance of Partnership Interests		37
ARTICLE VII MANAGEMENT AND OPERATIONS OF BUSINESS			37
Section 7.1	Management		37
Section 7.2	Certificate of Limited Partnership		41
Section 7.3	Title to Partnership Assets		42

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Section 7.4	Reimbursement of the General Partner	42
Section 7.5	Outside Activities of the General Partner; Relationship of Shares to Partnership Units; Funding Debt	45
Section 7.6	Transactions with Affiliates	47
Section 7.7	Indemnification	48
Section 7.8	Liability of the General Partner	50
Section 7.9	Other Matters Concerning the General Partner	51
Section 7.10	Reliance by Third Parties	52
Section 7.11	Loans by Third Parties	52
ARTICLE VIII RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS		53
Section 8.1	Limitation of Liability	53
Section 8.2	Management of Business	53
Section 8.3	Outside Activities of Limited Partners	53
Section 8.4	Return of Capital	53
Section 8.5	Rights of Limited Partners Relating to the Partnership	54
Section 8.6	Redemption Right	55
ARTICLE IX BOOKS, RECORDS, ACCOUNTING AND REPORTS		58
Section 9.1	Records and Accounting	58
Section 9.2	Fiscal Year	59
Section 9.3	Reports	59
ARTICLE X TAX MATTERS		59
Section 10.1	Preparation of Tax Returns	59
Section 10.2	Tax Elections	59
Section 10.3	Tax Matters Partner	60
Section 10.4	Organizational Expenses	61
Section 10.5	Withholding	62
ARTICLE XI TRANSFERS AND WITHDRAWALS		62
Section 11.1	Transfer	62
Section 11.2	Transfers of Partnership Interests of General Partner	63
Section 11.3	Limited Partners’ Rights to Transfer	64
Section 11.4	Substituted Limited Partners	65
Section 11.5	Assignees	66
Section 11.6	General Provisions	66
ARTICLE XII ADMISSION OF PARTNERS		68
Section 12.1	Admission of a Successor General Partner	68
Section 12.2	Admission of Additional Limited Partners	68
Section 12.3	Amendment of Agreement and Certificate of Limited Partnership	69

ii

ARTICLE XIII DISSOLUTION AND LIQUIDATION		69
Section 13.1	Dissolution	69
Section 13.2	Winding Up	70
Section 13.3	Compliance with Timing Requirements of Regulations; Restoration of Deficit Capital Accounts	71
Section 13.4	Rights of Limited Partners	73
Section 13.5	Notice of Dissolution	73
Section 13.6	Cancellation of Certificate of Limited Partnership	73
Section 13.7	Reasonable Time for Winding Up	73
Section 13.8	Waiver of Partition	74
Section 13.9	Liability of Liquidator	74
ARTICLE XIV AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS		74
Section 14.1	Amendments	74
Section 14.2	Meetings of the Partners	75
ARTICLE XV GENERAL PROVISIONS		76
Section 15.1	Addresses and Notice	76
Section 15.2	Titles and Captions	76
Section 15.3	Pronouns and Plurals	76
Section 15.4	Further Action	76
Section 15.5	Binding Effect	77
Section 15.6	Creditors	77
Section 15.7	Waiver	77
Section 15.8	Counterparts	77
Section 15.9	Applicable Law	77
Section 15.10	Invalidity of Provisions	77
Section 15.11	Power of Attorney	77
Section 15.12	Entire Agreement	79
Section 15.13	No Rights as Shareholders	79
Section 15.14	Limitation to Preserve REIT Status	79

List of Exhibits

Exhibit A	Form of Partner Registry
Exhibit B	Capital Account Maintenance
Exhibit C	Special Allocation Rules
Exhibit D	Notice of Redemption
Exhibit E	Form of DRO Registry
Exhibit F	Notice of Election by Holder to Convert Class RS LTIP Units into Class A Units
Exhibit G	Notice of Election by Partnership to Force Conversion of Class RS LTIP Units into Class A Units
Exhibit H	Notice of Election by Holder to Convert Class O LTIP Units into Class A Units
Exhibit I	Notice of Election by Partnership to Force Conversion of Class O LTIP Units into Class A Units

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FIFTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

QUALITYTECH, LP

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [            ], 2013, is entered into by and among QTS Realty Trust, Inc., a Maryland corporation, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in QualityTech, LP (the “Partnership”) as provided herein.

WHEREAS, on August 5, 2009, QualityTech GP, LLC, the former general partner of the Partnership (the “Former General Partner”), formed the Partnership as a limited partnership pursuant to Delaware law by the filing of the Certificate of Limited Partnership with the Delaware Secretary of State;

WHEREAS, the Former General Partner and Chad L. Williams (the “Organizational Limited Partner”) entered into that certain Agreement of Limited Partnership of the Partnership dated as of August 5, 2009 (the “Original Agreement”);

WHEREAS, the Original Agreement subsequently was amended and restated from time to time by the Former General Partner and the then Limited Partners, with the most recent such amendment and restatement being the Fourth Amended and Restated Agreement of Limited Partnership, dated September 28, 2012, as amended (the “Fourth Amended Agreement”);

WHEREAS, in connection with the initial public offering of the General Partner (the “IPO”), (i) the Class C and Class D units of limited partnership interest of the Partnership have converted into Class A Units in accordance with their terms, (ii) General Atlantic REIT, Inc. has merged with and into the General Partner, with the General Partner surviving and continuing to hold the Partnership Interests formerly held by General Atlantic REIT, Inc., (iii) the General Partner has been admitted to the Partnership as successor general partner, and the Former General Partner has withdrawn as general partner of the Partnership, with the continuation of the business of the Partnership and the appointment, effective as of the date of withdrawal of the Former General Partner, of the General Partner as successor general partner having been approved by Consent of the Outside Limited Partners, (v) QualityTech Employee Pool, LLC has distributed to its members the LTIP Units held by it in accordance with each such member’s LTIP Unit grants, with such members now being Partners in the Partnership and (vi) the General Partner has contributed to the Partnership the net proceeds of the IPO in exchange for a number of Class A Units equal to the numbers of shares of common stock issued in the IPO; and

WHEREAS, the Partners now wish to amend and restate the partnership agreement as set forth herein, which shall amend, restate and supersede in its entirety the Fourth Amended Agreement and which shall constitute.

1

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend and restate the Fourth Amended Agreement in its entirety and agree to continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, as follows:

ARTICLE I

DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such statute.

“Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 12.2 hereof and who is shown as a Limited Partner on the Partnership Registry.

“Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each Fiscal Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant Fiscal Year.

“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Exhibit B.

“Adjustment Event” means an event in which (i) the Partnership makes a distribution of Partnership Units on all outstanding Class A Units, (ii) the Partnership subdivides the outstanding Class A Units into a greater number of Class A Units or a lesser number of Class A Units, (iii) the Partnership issues any Partnership Units in exchange for its outstanding Class A Units by way of a reclassification or recapitalization of its Class A Units, or (iv) a similar transaction involving Class A Units where consideration is not received in connection with such transaction. For the avoidance of doubt, the following shall not be Adjustment Event: (a) the issuance of Partnership Units in a financing, reorganization, acquisition or similar business transaction; (b) the issuance of Partnership Units pursuant to the Equity Incentive Plan or other compensation plan, or under a distribution reinvestment plan; or (c) the issuance of any Partnership Units to the General Partner or other Persons in respect of a Capital Contribution to the Partnership.

2

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, or (ii) any officer, director, general partner or trustee of such Person or any Person referred to in the foregoing clause (i). For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate DRO Amount” means the aggregate balances of the DRO Amounts, if any, of all DRO Partners, if any, as determined on the date in question.

“Agreed Value” means (i) in the case of any Contributed Property, the Section 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed as determined under Section 752 of the Code and the regulations thereunder; and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution.

“Agreement” means this Fifth Amended and Restated Agreement of Limited Partnership, as it may be amended, supplemented or restated from time to time.

“Assignee” means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5.

“Automatic RS Conversion” has the meaning set forth in Section 4.7.C.

“Available Cash” means, with respect to any period for which such calculation is being made, cash of the Partnership, regardless of source (including Capital Contributions and loans to the Partnership), that the General Partner, in its sole and absolute discretion, determines is appropriate for distribution to the Partners.

“Award Agreement” means each or any, as the context implies, agreement or instrument entered into between the Partnership and a grantee upon acceptance of an award of LTIP Units under the Equity Incentive Plan, in each case in form and substance satisfactory to the General Partner.

“Book-Tax Disparities” means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

3

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Overland Park, Kansas or New York, New York are authorized or required by law to close.

“Capital Account” means the Capital Account maintained for a Partner pursuant to Exhibit B. The Capital Account balance for each Partner who is a Partner on the date hereof shall be the amount set forth opposite such Partner’s name on the Partner Registry. In connection with the IPO, the Carrying Values of all Partnership Assets are being revalued in accordance with Section 1.D. of Exhibit B so that after giving effect to the allocations of Unrealized Gains and Unrealized Losses resulting therefrom in accordance with the provisions of Article VI hereof, (i) the Capital Account of each Class A Unit shall be [$            ], the issue price of a Share of the General Partner Entity in the IPO, (ii) the Capital Account of each Class RS LTIP Units issued prior to and not in connection with the IPO shall be [$            ], the issue price of a Share of the General Partner Entity in the IPO, (iii) the Capital Account of each Class O LTIP Units issued prior to September 1, 2012 shall be [$            ], the excess of the issue price of a Share of the General Partner Entity in the IPO over the Class O LTIP Unit Adjusted Conversion Factor for such Units, (iv) the Capital Account of each Class O LTIP Units issued on or after September 1, 2012 and not in connection with the IPO shall be [$            ], the excess of the issue price of a Share of General Partner in the IPO over the Class O LTIP Unit Adjusted Conversion Factor for such Units.

“Capital Contribution” means, with respect to any Partner, any cash and the Agreed Value of Contributed Property which such Partner contributes or is deemed to contribute to the Partnership.

“Carrying Value” means (i) with respect to a Contributed Property or Adjusted Property, the Section 704(c) Value of such property reduced (but not below zero) by all Depreciation with respect to such Contributed Property or Adjusted Property, as the case may be, charged to the Partners’ Capital Accounts and (ii) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Exhibit B, and to reflect changes, additions (including capital improvements thereto) or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“Cash Amount” means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership relating to the Partnership filed in the office of the Delaware Secretary of State, as amended from time to time in accordance with the terms hereof and the Act.

“Class A” has the meaning set forth in Section 5.1.C.

4

“Class A Share” has the meaning set forth in Section 5.1.C.

“Class A Unit” means any Partnership Unit that is not specifically designated by the General Partner as being of another specified class of Partnership Units.

“Class A Unit Distribution” has the meaning set forth in Section 4.6.B.

“Class A Unit Economic Capital Account Balance” means (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Class A Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 6.1.E, divided by (ii) the number of the General Partner’s Class A Units.

“Class A Unit Profit Balance” as of any date of determination means the excess, if any, of (i) the Class A Unit Economic Capital Account Balance on such date for purposes of either Section 4.9 or Section 6.1.F(ii) over (ii) the Class O LTIP Unit Adjusted Conversion Factor as of such date.

“Class A Unit Transaction” has the meaning set forth in Section 4.7.F.

“Class B” has the meaning set forth in Section 5.1.C.

“Class B Share” has the meaning set forth in Section 5.1.C.

“Class B Unit” means a Partnership Unit that is specifically designated by the General Partner as being a Class B Unit.

“Class O LTIP Unit” means a Partnership Unit that is specifically designated by the General Partner as being a Class O LTIP Unit.

“Class O LTIP Unit Adjusted Conversion Factor” means the Class A Unit Economic Capital Account Balance on the date on which the Class O Units in question were issued, reduced by the excess, if any, of (i) the aggregate distributions per Class A Unit made with respect to the Class A Units held by the General Partner from the date on which such Class O Units were issued to the date of determination for purposes of Section 4.9 or Section 6.1.F over (ii) aggregate Net Income per Class A Unit allocated pursuant to Section 6.1.A(7) (reduced by any Net Losses allocated with respect to such Class A Units pursuant to Section 6.1.B(2) to the extent not offset with subsequent allocations of Net Income pursuant to Section 6.1A(6) during the applicable period) with respect to the Class A Units held by the General Partner during such period.

“Class O LTIP Unit Capital Account Limitation” has the meaning set forth in Section 4.9.A.

“Class O LTIP Unit Conversion Right” has the meaning set forth in Section 4.9.A.

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“Class O Unit Economic Capital Account Balance” means the Capital Account balance of a holder of Class O LTIP Units to the extent attributable to its ownership of Class O LTIP Units.

“Class O LTIP Unit Mandatory Conversion” has the meaning set forth in Section 4.9.C.

“Class O LTIP Unit Mandatory Conversion Notice” has the meaning set forth in Section 4.9.C.

“Class O LTIP Unit Tax Distribution” has the meaning set forth in Section 5.1.F.

“Class RS LTIP Unit” means a Partnership Unit that is specifically designated by the General Partner as being a Class RS LTIP Unit.

“Class RS LTIP Unit Capital Account Limitation” has the meaning set forth in Section 4.7.B.

“Class RS LTIP Unit Conversion Date” has the meaning set forth in Section 4.7.B.

“Class RS LTIP Unit Conversion Notice” has the meaning set forth in Section 4.7.B.

“Class RS LTIP Unit Conversion Right” has the meaning set forth in Section 4.7.A.

“Class RS LTIP Unit Economic Capital Account Balance” means the Capital Account balance of the holder of a Class RS LTIP Unit to the extent attributable to its ownership of Class RS LTIP Units.

“Class RS LTIP Unit Mandatory Conversion” has the meaning set forth in Section 4.7.C.

“Class RS LTIP Unit Mandatory Conversion Notice” has the meaning set forth in Section 4.7.C.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“Consent” means the consent or approval of a proposed action by a Partner given in accordance with Article XIV.

“Consent of the Outside Limited Partners” means the Consent of Limited Partners (excluding for this purpose any Limited Partner Interests held by the General Partner or the General Partner Entity) holding Class A Units representing more than fifty percent (50%) of the Percentage Interest of the Class A Units of all Limited Partners (excluding for this purpose any Class A Units held by the General Partner or the General Partner Entity).

“Constituent Person” has the meaning set forth in Section 4.7.F.

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“Contributed Property” means each property or other asset contributed to the Partnership, in such form as may be permitted by the Act, but excluding cash contributed or deemed contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Exhibit B, such property shall no longer constitute a Contributed Property for purposes of Exhibit B, but shall be deemed an Adjusted Property for such purposes.

“Conversion Factor” means 1.0; provided, however, that, if the General Partner Entity (i) declares or pays a dividend on its outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a smaller number of Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination; and provided further that if an entity shall cease to be the General Partner Entity (the “Predecessor Entity”) and another entity shall become the General Partner Entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which is the Value of one Share of the Predecessor Entity, determined as of the date when the Successor Entity becomes the General Partner Entity, and the denominator of which is the Value of one Share of the Successor Entity, determined as of that same date. (For purposes of the second proviso in the preceding sentence, if any shareholders of the Predecessor Entity will receive consideration in connection with the transaction in which the Successor Entity becomes the General Partner Entity, the numerator in the fraction described above for determining the adjustment to the Conversion Factor (that is, the Value of one Share of the Predecessor Entity) shall be the sum of the greatest amount of cash and the fair market value (as determined in good faith by the General Partner) of any securities and other consideration that the holder of one Share in the Predecessor Entity could have received in such transaction (determined without regard to any provisions governing fractional shares).) Any adjustment to the Conversion Factor shall become effective immediately after the effective date of the event retroactive to the record date, if any, for the event giving rise thereto, it being intended that (x) adjustments to the Conversion Factor are to be made to avoid unintended dilution or anti-dilution as a result of transactions in which Shares are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of Partnership Units and (y) if a Specified Redemption Date shall fall between the record date and the effective date of any event of the type described above, that the Conversion Factor applicable to such redemption shall be adjusted to take into account such event.

“Convertible Funding Debt” has the meaning set forth in Section 7.5.D.

“Debt” means, as to any Person, as of any date of determination, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person, (iii) all indebtedness for borrowed money or for the

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deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof, and (iv) obligations of such Person incurred in connection with entering into a lease which, in accordance with generally accepted accounting principles, should be capitalized.

“Depreciation” means, for each Fiscal Year, an amount equal to the U.S. federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for U.S. federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.

“Distribution Period” has the meaning set forth in Section 5.1.C.

“DRO Amount” means the amount specified in the DRO Registry with respect to any DRO Partner, as such DRO Registry may be amended from time to time.

“DRO Partner” means a Partner who has agreed in writing to be a DRO Partner and has agreed and is obligated to make certain contributions, not in excess of such DRO Partner’s DRO Amount, to the Partnership with respect to any deficit balance in such Partner’s Capital Account upon the occurrence of certain events. A DRO Partner who is obligated to make any such contribution only upon liquidation of the Partnership shall be designated in the DRO Registry as a “Part I DRO Partner” and a DRO Partner who is obligated to make any such contribution to the Partnership either upon liquidation of the Partnership or upon liquidation of such DRO Partner’s Partnership Interest shall be designated in the DRO Registry as a “Part II DRO Partner.”

“DRO Registry” means the DRO Registry maintained by the General Partner in the books and records of the Partnership containing substantially the same information as would be necessary to complete the Form of DRO Registry attached hereto as Exhibit E.

“Equity Incentive Plan” means any equity incentive or compensation plan hereafter adopted by the Partnership or the General Partner, including, without limitation, the QTS Realty Trust, Inc. 2013 Equity Incentive Plan, as amended from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary Transaction” means in a single transaction or a series of related transactions, (A) a sale, conveyance, exchange or transfer to another Person of (i) all or substantially all of the assets of the General Partner Entity or the Partnership or (ii) a majority of outstanding Shares or other equity securities of the General Partner Entity or a majority of outstanding Limited Partner Interests, or (B) a merger, consolidation or similar business combination of (i) the General

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Partner Entity or the Partnership with or into one or more Persons or (ii) one or more Persons with or into the General Partner Entity or the Partnership, except, in the case of (B)(i) or (B)(ii), a merger, consolidation or similar business combination solely to effect a reincorporation of the General Partner Entity in a different jurisdiction.

“Fiscal Quarter” means any three calendar month quarter of any Fiscal Year of the Partnership, which quarters shall end on March 31, June 30, September 30 and December 31 of each Fiscal Year.

“Fiscal Year” means the fiscal year of the Partnership, which shall be the calendar year as provided in Section 9.2.

“Funding Debt” means any Debt incurred for the purpose of providing funds to the Partnership by or on behalf of the General Partner, the General Partner Entity or any wholly owned subsidiary of either the General Partner or the General Partner Entity.

“General Partner” means QTS Realty Trust, Inc., a Maryland corporation, or its successor or permitted assignee, as general partner of the Partnership.

“General Partner Entity” means the General Partner; provided, however, that if (i) the common shares of beneficial interest (or other comparable equity interests) of the General Partner are at any time not Publicly Traded and (ii) the common shares of beneficial interest (or other comparable equity interests) of an entity that owns, directly or indirectly, fifty percent (50%) or more of the common shares of beneficial interest (or other comparable equity interests) of the General Partner are Publicly Traded, the term “General Partner Entity” shall refer to such entity whose common shares of beneficial interest (or other comparable equity securities) are Publicly Traded. If both requirements set forth in clauses (i) and (ii) above are not satisfied, then the term “General Partner Entity” shall mean the General Partner.

“General Partner Interest” means a Partnership Interest held by the General Partner that is not designated a Limited Partner Interest. A General Partner Interest may be expressed as a number of Partnership Units.

“General Partner Payment” has the meaning set forth in Section 15.14 hereof.

“Immediate Family” means, with respect to any natural Person, such natural Person’s spouse, parents, descendants, nephews, nieces, brothers, and sisters.

“Incapacity” or “Incapacitated” means, (i) as to any individual who is a Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating such Partner incompetent to manage his or her Person or estate, (ii) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter, (iii) as to any partnership or limited liability company which is a Partner, the dissolution and commencement of winding up of the partnership or limited liability company, (iv) as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership,

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(v) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee) or (vi) as to any Partner, the bankruptcy of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect, (b) the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner, (c) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors, (d) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (b) above, (e) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner’s properties, (f) any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof, (g) the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment or (h) an appointment referred to in clause (g) is not vacated within ninety (90) days after the expiration of any such stay.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of its status as (A) the General Partner, (B) the General Partner Entity, (C) a Limited Partner, or (D) any direct or indirect trustee, manager, director, officer, member, shareholder or partner of the Partnership, the General Partner, the General Partner Entity or a Limited Partner, and (ii) such other Persons (including Affiliates of the General Partner or the General Partner Entity, a Limited Partner or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“IPO” has the meaning set forth in the recitals hereto.

“IRS” means the Internal Revenue Service, which administers the internal revenue laws of the United States.

“Limited Partner” means any Person named as a Limited Partner in the Partner Registry or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“Limited Partner Interest” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Units.

“Liquidating Event” has the meaning set forth in Section 13.1.

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“Liquidating Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the value of Partnership assets under Section 704(b) of the Code made pursuant to Section 1.D. of Exhibit B of this Agreement.

“Liquidator” has the meaning set forth in Section 13.2.A.

“LTIP Unit” means a Partnership Unit that is designated as an LTIP Unit and that may be awarded by the General Partner under the Equity Incentive Plan, which term initially shall include both the Class RS LTIP Units and the Class O LTIP Units, and which has the rights, preferences and other privileges designated in Sections 4.6 and 4.7 hereof or Sections 4.8 and 4.9 hereof, whichever shall be applicable, and elsewhere in this Agreement.

“LV Safe Harbor” has the meaning set forth in Section 10.2.B.

“LV Safe Harbor Election” has the meaning set forth in Section 10.2.B.

“LV Safe Harbor Interest” has the meaning set forth in Section 10.2.B.

“Net Income” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Exhibit B. If an item of income, gain, loss or deduction that has been included in the initial computation of Net Income is subjected to the special allocation rules in Exhibit C, Net Income or the resulting Net Loss, whichever the case may be, shall be recomputed without regard to such item.

“Net Loss” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Exhibit B. If an item of income, gain, loss or deduction that has been included in the initial computation of Net Loss is subjected to the special allocation rules in Exhibit C, Net Loss or the resulting Net Income, whichever the case may be, shall be recomputed without regard to such item.

“New Securities” means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase Shares, excluding grants under the Equity Incentive Plan, or (ii) any Debt issued by the General Partner that provides any of the rights described in clause (i).

“Nonrecourse Built-in Gain” means, with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or negative pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 2.B of Exhibit C if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

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“Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Fiscal Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“Nonrecourse Liability” has the meaning set forth in Regulations Section 1.752-1(a)(2).

“Notice of Redemption” means a Notice of Redemption substantially in the form of Exhibit D.

“Organizational Limited Partner” has the meaning set forth in the recitals hereto.

“Original Agreement” has the meaning set forth in the recitals hereto.

“Partner” means the General Partner or a Limited Partner, and “Partners” means the General Partner and the Limited Partners.

“Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(i), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Fiscal Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

“Partner Registry” means the Partner Registry maintained by the General Partner in the books and records of the Partnership, which contains substantially the same information as would be necessary to complete the form of the Partner Registry attached hereto as Exhibit A.

“Partnership” has the meaning set forth in the recitals hereto.

“Partnership Interest” means a Limited Partner Interest or a General Partner Interest and includes any and all benefits to which the holder of such a partnership interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Partnership Units.

“Partnership Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Fiscal Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

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“Partnership Record Date” means the record date established by the General Partner either (i) for the distribution of Available Cash pursuant to Section 5.1.A hereof, which record date shall be the same as the record date established by the General Partner Entity for a distribution to its shareholders of some or all of its portion of such distribution, or (ii) if applicable, for determining the Partners entitled to vote on or consent to any proposed action for which the consent or approval of the Partners is sought pursuant to Section 14.2 hereof.

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Sections 4.1 and 4.2, and includes Class A Units, Class B Units, LTIP Units and any other classes or series of Partnership Units established after the date hereof. The number of Partnership Units outstanding and the Percentage Interests in the Partnership represented by such Partnership Units are set forth in the Partner Registry.

“Percentage Interest” means, as to a Partner holding a class of Partnership Interests, its interest in such class, determined by dividing the Partnership Units of such class owned by such Partner by the total number of Partnership Units of such class then outstanding. For purposes of determining the Percentage Interest of the Partners at any time when there are Class B Units outstanding, all Class B Units shall be treated as Class A Units.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof.

“Predecessor Entity” has the meaning set forth in the definition of “Conversion Factor” herein.

“Publicly Traded” means listed or admitted to trading on the New York Stock Exchange, the NASDAQ Stock Market, any nationally or internationally recognized stock exchange or any successor to any of the foregoing.

“Qualified Assets” means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner Entity or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

“Qualified REIT Subsidiary” means any Subsidiary of the General Partner Entity that is a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code.

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“Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment pursuant to Section 754 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized either as ordinary income or as “unrecaptured Section 1250 gain” (as defined in Section 1(h)(6) of the Code) because it represents the recapture of depreciation deductions previously taken with respect to such property or asset.

“Recourse Liabilities” means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

“Redeeming Partner” has the meaning set forth in Section 8.6.A.

“Redemption Amount” means either the Cash Amount or the Shares Amount, as determined by the General Partner, in its sole and absolute discretion. A Redeeming Partner shall have no right, without the General Partner’s consent, in its sole and absolute discretion, to receive the Redemption Amount in the form of the Shares Amount.

“Redemption Right” has the meaning set forth in Section 8.6.A.

“Regulations” means the Treasury Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“REIT” means an entity that qualifies as a real estate investment trust under the Code.

“REIT Requirements” has the meaning set forth in Section 5.1.A.

“Residual Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the Partnership recognized for U.S. federal income tax purposes resulting from a sale, exchange or other disposition of Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate Book-Tax Disparities.

“Safe Harbor” has the meaning set forth in Section 11.6.F.

“Securities Act” means the Securities Act of 1933, as amended.

“Section 704(c) Value” of any Contributed Property means the fair market value of such property at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt; provided, however, subject to Exhibit B, the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the Section 704(c) Value of Contributed Properties in a single or integrated transaction among each separate property on a basis proportional to its fair market values.

“Share” means a share of common stock (or other comparable equity interest) of the General Partner Entity. Shares may be issued in one or more classes or series in accordance with the terms of

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the Articles of Incorporation (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity). Shares issued in lieu of the Cash Amount may be either registered or unregistered Shares at the option of the General Partner. If there is more than one class or series of Shares, the term “Shares” shall, as the context requires, be deemed to refer to the class or series of Shares that corresponds to the class or series of Partnership Interests for which the reference to Shares is made. When used with reference to Class A Units, the term “Shares” refers to shares of common stock (or other comparable equity interest) of the General Partner Entity.

“Shares Amount” means a number of Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner times the Conversion Factor; provided, however, that if the General Partner Entity issues to holders of Shares securities, rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase Shares or any other securities or property (collectively, the “rights”), then the Shares Amount shall also include such rights that a holder of that number of Shares would be entitled to receive unless the Partnership issues corresponding rights to holders of Partnership Units.

“Specified Redemption Date” means the twentieth (20th) Business Day after the Valuation Date or such shorter period as the General Partner, in its sole and absolute discretion, may determine; provided, however, that, if the Shares are not Publicly Traded, the Specified Redemption Date means the thirtieth (30th) Business Day after receipt by the General Partner of a Notice of Redemption.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, trust, partnership or joint venture, or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4 and who is shown as a Limited Partner in the Partner Registry.

“Successor Entity” has the meaning set forth in the definition of “Conversion Factor” herein.

“Termination Transaction” has the meaning set forth in Section 11.2.B.

“Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the fair market value of such property (as determined under Exhibit B) as of such date, over (ii) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B) as of such date.

“Unrealized Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the Carrying Value of such property (prior to any adjustment to be made pursuant to Exhibit B) as of such date, over (ii) the fair market value of such property (as determined under Exhibit B) as of such date.

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“Unvested Class O LTIP Units” has the meaning set forth in Section 4.8.B.

“Unvested Class RS LTIP Units” has the meaning set forth in Section 4.6.E.

“Valuation Date” means the date of receipt by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the first Business Day thereafter.

“Value” means, with respect to one Share of a class of outstanding Shares of the General Partner Entity that are Publicly Traded, the average of the daily market price for the ten consecutive trading days immediately preceding the date with respect to which value must be determined. The market price for each such trading day shall be the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day. If the outstanding Shares of the General Partner Entity are Publicly Traded and the Shares Amount includes, in addition to the Shares, rights or interests that a holder of Shares has received or would be entitled to receive, then the Value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. If the Shares of the General Partner Entity are not Publicly Traded, the Value of the Shares Amount per Partnership Unit tendered for redemption (which will be the Cash Amount per Partnership Unit offered for redemption payable pursuant to Section 8.6.A) means the amount that a holder of one Partnership Unit would receive if each of the assets of the Partnership were to be sold for its fair market value on the Specified Redemption Date, the Partnership were to pay all of its outstanding liabilities, and the remaining proceeds were to be distributed to the Partners in accordance with the terms of this Agreement. Such Value shall be determined by the General Partner, acting in good faith and based upon a commercially reasonable estimate of the amount that would be realized by the Partnership if each asset of the Partnership (and each asset of each partnership, limited liability company, trust, joint venture or other entity in which the Partnership owns a direct or indirect interest) were sold to an unrelated purchaser in an arms’ length transaction where neither the purchaser nor the seller were under economic compulsion to enter into the transaction (without regard to any discount in value as a result of the Partnership’s minority interest in any property or any illiquidity of the Partnership’s interest in any property).

“Vested Class O LTIP Units” has the meaning set forth in Section 4.8.B.

“Vested Class RS LTIP Units” has the meaning set forth in Section 4.6.E.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1 Organization

A. Organization, Status and Rights. The Partnership is a limited partnership organized pursuant to the provisions of the Act and upon the terms and conditions set forth in the Original Agreement. The Partners hereby confirm and agree to their status as partners of the Partnership and to continue the business of the Partnership on the terms set forth in this Agreement. Immediately after the admission of the Additional Limited Partners, the Organizational Limited Partner withdrew from the Partnership and relinquished any and all rights or interest he may have had in the

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Partnership, and the Partnership was continued without dissolution. Except as expressly provided herein, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

B. Qualification of Partnership. The Partners (i) agree that if the laws of any jurisdiction in which the Partnership transacts business so require, the appropriate officers or other authorized representatives of the Partnership shall file, or shall cause to be filed, with the appropriate office in that jurisdiction, any documents necessary for the Partnership to qualify to transact business under such laws; and (ii) agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate of Limited Partnership as may be required, either by the Act, by the laws of any jurisdiction in which the Partnership transacts business, or by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Partnership as a limited partnership under the Act.

C. Representations. Each Partner represents and warrants that such Partner is duly authorized to execute, deliver and perform its obligations under this Agreement and that the Person, if any, executing this Agreement on behalf of such Partner is duly authorized to do so and that this Agreement is binding on and enforceable against such Partner in accordance with its terms.

Section 2.2 Name

The name of the Partnership shall be QualityTech, LP. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of any of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

Section 2.3 Registered Office and Agent; Principal Office

The address of the registered office of the Partnership in the State of Delaware shall be located at 615 South DuPont, Dover, Kent County, Delaware 19901, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Capitol Services, Inc. The principal office of the Partnership shall be 12851 Foster Street, Suite 205, Overland, Kansas, 66213, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

Section 2.4 Term

The term of the Partnership commenced on August 5, 2009, and shall continue until dissolved pursuant to the provisions of Article XIII or as otherwise provided by law.

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ARTICLE III

PURPOSE

Section 3.1 Purpose and Business

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act; (ii) to enter into any corporation, partnership, joint venture, trust, limited liability company or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged, directly or indirectly, in any of the foregoing; and (iii) to do anything necessary or incidental to the foregoing; provided, however, that any business shall be limited to and conducted in such a manner as to permit the General Partner and, if different, the General Partner Entity, at all times to be classified as a REIT, unless the General Partner or General Partner Entity, as applicable, in its sole and absolute discretion has chosen to cease to qualify as a REIT or has chosen not to attempt to qualify as a REIT for any reason or reasons whether or not related to the business conducted by the Partnership. In connection with the foregoing, and without limiting the General Partner or the General Partner Entity’s right, in its sole and absolute discretion, to cease qualifying as a REIT, the Partners acknowledge that the status of the General Partner Entity as a REIT inures to the benefit of all the Partners and not solely to the General Partner, the General Partner Entity or their or its Affiliates, members and shareholders.

Section 3.2 Powers

The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and develop real property, and lease, sell, transfer and dispose of real property; provided, however, that the Partnership shall not take, or shall refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion, (i) could adversely affect the ability of the General Partner Entity to continue to qualify as a REIT (if the General Partner Entity has chosen to attempt to qualify as a REIT), (ii) could subject the General Partner Entity to any taxes under Section 857 or Section 4981 of the Code, or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over either the General Partner or the General Partner Entity or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing.

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ARTICLE IV

CAPITAL CONTRIBUTIONS AND ISSUANCES

OF PARTNERSHIP INTERESTS

Section 4.1 Capital Contributions of the Partners

Prior to or concurrently with the execution of this Agreement, the Partners have made the Capital Contributions as set forth in the Partner Registry. On the date hereof, the Partners own Partnership Units in the amounts set forth in the Partner Registry and have Percentage Interests in the Partnership as set forth in the Partner Registry. The number of Partnership Units and Percentage Interest shall be adjusted in the Partner Registry from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. One thousand (1,000) Partnership Units shall be deemed to be the General Partner’s Partnership Units and shall be the General Partner Interest of the General Partner, and all other Partnership Units held by the General Partner shall be deemed to be Limited Partner Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5, 10.5, and 13.3 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise, provided that such Capital Account deficit did not arise by reason of distributions in violation of this Agreement or applicable law or other actions in violation of this Agreement or applicable law.

Section 4.2 Issuances of Partnership Interests

A. General. The General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership or any of its Subsidiaries) Partnership Units or other Partnership Interests in one or more classes, or in one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to one or more other classes of Partnership Interests, all as shall be determined, subject to applicable Delaware law, by the General Partner in its sole and absolute discretion, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, (iv) the rights, if any, of each such class to vote on matters that require the vote or Consent of the Limited Partners, and (v) the consideration, if any, to be received by the Partnership; provided, however, that no such Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) the Partnership Interests are issued in connection with the grant, award or issuance of Shares or other equity interests in the General Partner Entity (including a transaction described in

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Section 7.4.F) having designations, preferences and other rights such that the economic interests attributable to such Shares or other equity interests are substantially similar to the designations, preferences and other rights (except voting rights) of the Partnership Interests issued to the General Partner in accordance with this Section 4.2.A, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. If the Partnership issues Partnership Interests pursuant to this Section 4.2.A, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2 and Section 8.6) as it deems necessary to reflect the issuance of such Partnership Interests.

B. Classes of Partnership Units. From and after the date of the Agreement, the Partnership shall have four classes of Partnership Units entitled “Class A Units,” “Class B Units,” “Class RS LTIP Units” and “Class O LTIP Units,” and such additional classes of Partnership Units as may be created by the General Partner pursuant to Section 4.2.A. Class A Units, Class B Units or a class of Partnership Interests created pursuant to Section 4.2.A, at the election of the General Partner, in its sole and absolute discretion, may be issued to newly admitted Partners in exchange for the contribution by such Partners of cash, real estate partnership interests, stock, notes or other assets or consideration; provided, however, that any Partnership Unit that is not specifically designated by the General Partner as being of a particular class shall be deemed to be a Class A Unit. Each Class B Unit shall be converted automatically into a corresponding series of Class A Unit on the day immediately following the Partnership Record Date for the Distribution Period in which such Class B Unit was issued, without the requirement for any action by the General Partner, the Partnership or the Partner holding the Class B Unit. The terms of the LTIP Units shall be in accordance with Sections 4.6, 4.7, 4.8 and 4.9.

Section 4.3 No Preemptive Rights

Except to the extent expressly granted by the Partnership pursuant to another Agreement, no Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership or (ii) issuance or sale of any Partnership Units or other Partnership Interests.

Section 4.4 Other Contribution Provisions

A. General. If any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such Partner in cash, and the Partner had made a Capital Contribution of such cash to the capital of the Partnership.

B. Mergers. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership, Persons who receive Partnership Interests in exchange for their interest in the Person merging into the Partnership or with or into a Subsidiary of the Partnership shall be deemed to have been admitted as Additional Limited Partners pursuant to Section 12.2 and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement (or if not so provided, as determined by the General Partner in its sole and absolute discretion) and as set forth in the Partner Registry.

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Section 4.5 No Interest on Capital

No Partner shall be entitled to interest on its Capital Contributions or its Capital Account.

Section 4.6 Class RS LTIP Units

A. Issuance of Class RS LTIP Units. The General Partner may from time to time issue Class RS LTIP Units upon the grant of an award under the Equity Incentive Plan, for such consideration and subject to such other terms as the General Partner may determine to be appropriate, and admit the grantee as a Limited Partner. The Class RS LTIP Units shall not have any voting rights, rights to distributions, or other rights except as expressly set forth in this Agreement as applicable to the Class RS LTIP Units; provided, however, that subject to the following provisions of this Section 4.6 and the special provisions of Section 6.1.F, Class RS LTIP Units shall be treated as Class A Units solely for purposes of determining all allocations to be made under Section 6.1. If an Adjustment Event occurs, then the General Partner shall make a corresponding equitable adjustment to the Class RS LTIP Units as the General Partner, in its sole discretion, determines necessary and appropriate to maintain a one-for-one conversion and economic equivalence ratio between Class A Units and Class RS LTIP Units. If more than one Adjustment Event occurs, the adjustment to the Class RS LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. If the Partnership takes an action affecting the Class A Units other than an action specifically included as an Adjustment Event and, in the opinion of the General Partner, such action should require an adjustment to the Class RS LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class RS LTIP Units, to the extent not prohibited by law or by the Equity Incentive Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. In addition, the General Partner may at any time make an adjustment to Class RS LTIP Units as authorized under and in accordance with the terms of the Equity Incentive Plan. If an adjustment is made to the Class RS LTIP Units, as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts and circumstances relating to such adjustment, which certificate shall be conclusive evidence of such adjustment absent manifest error.

B. Distributions. Subject to Section 5.1.G, the holder of Vested Class RS LTIP Units shall, when, as and if authorized and declared by the General Partner out of assets legally available for that purpose, be entitled to receive distributions in an amount per Vested Class RS LTIP Unit equal to the distributions per Class A Unit (the “Class A Unit Distribution”) paid to holders of Class A Units on such Partnership Record Date established by the General Partner with respect to such distribution, except as set forth in Section 5.1.E.

C. Priority. Subject to the provisions of this Section 4.6 and the special provisions of Sections 4.7 and 5.1.E, the Class RS LTIP Units shall rank pari passu with the Class A Units and Class B Units as to the payment of regular and special periodic or other distributions and distribution

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of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Class A Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the Class RS LTIP Units.

D. Transfers. Class RS LTIP Units may not be transferred (as such term is used in Article XI) without the consent of the General Partner.

E. Special Provisions. Class RS LTIP Units shall also be subject to the following special provisions:

(i) Award Agreements. Class RS LTIP Units may be issued subject to such vesting, forfeiture and additional restrictions on transfer determined by the General Partner in its sole discretion and set forth pursuant to the terms of an Award Agreement. The General Partner may modify the terms of any Award Agreement from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Award Agreement or by the Equity Incentive Plan, if applicable. Class RS LTIP Units that have vested under the terms hereof and of an Award Agreement are referred to as “Vested Class RS LTIP Units”; all other Class RS LTIP Units shall be treated as “Unvested Class RS LTIP Units.”

(ii) Forfeiture. Unless otherwise specified in the Award Agreement, upon the occurrence of any event specified in an Award Agreement that provides the Partnership with the right to repurchase Class RS Units at a specified purchase price or some other forfeiture of any Class RS Units, the Partnership or the General Partner shall have the right to repurchase Class RS LTIP Units at such specified purchase price or otherwise cause the forfeiture of any Class RS LTIP Units, and if the Partnership or the General Partner exercises such right to repurchase or cause the forfeiture in accordance with the terms hereof and of the applicable Award Agreement, the relevant Class RS LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the Award Agreement, no consideration or other payment shall be due with respect to any Class RS LTIP Units that have been forfeited. In connection with any repurchase or forfeiture of Class RS LTIP Units, the balance of the portion of the Capital Account of the holder of Class RS LTIP Units that is attributable to all of its Class RS LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1.E hereof, calculated with respect to the Holder’s remaining Class RS LTIP Units, if any.

(iii) Allocations. The holder of Class RS LTIP Units shall be entitled to certain special allocations of gain under Section 6.1.E hereof.

(iv) Redemption. The Redemption Right provided to the holders of Class A Units under Section 8.6 hereof shall not apply with respect to Class RS LTIP Units unless and until they are converted to Class A Units as provided in clause (v) below and Section 4.7.

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(v) Conversion to Class A Units. Class RS LTIP Units are eligible to be converted into Class A Units in accordance with Section 4.7 hereof.

F. Voting Rights. Class RS LTIP Units shall have no voting rights.

Section 4.7 Conversion of Class RS LTIP Units

A. Conversion Right. Each holder of Vested Class RS LTIP Units shall have the right (the “Class RS LTIP Unit Conversion Right”), at its option, at any time to convert all or a portion of its Vested Class RS LTIP Units into Class A Units. The holder of Class RS LTIP Units shall not have the right to convert Unvested Class RS LTIP Units into Class A Units until they become Vested Class RS LTIP Units; provided, however, that when the holder of Unvested Class RS LTIP Units is notified of the expected occurrence of an event that will cause its Unvested Class RS LTIP Units to become Vested Class RS Units, the holder may give the Partnership a Class RS LTIP Unit Conversion Notice conditioned upon and effective as of the time of vesting and such Class RS LTIP Unit Conversion Notice shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of any or all Class RS LTIP Units into Class A Units, as and to the extent set forth in Section 4.7.C. In all cases, the conversion of any Class RS LTIP Units into Class A Units shall be subject to the conditions and procedures set forth in this Section 4.7.

B. Conversion by the Holder of Vested Class RS LTIP Units. The holder of Vested Class RS LTIP Units may convert such Class RS LTIP Units into an equal number of Class A Units, giving effect to all adjustments (if any) made pursuant to Section 4.6 hereof. Notwithstanding the foregoing, in no event may a holder of Vested Class RS LTIP Units (i) convert a number of Vested Class RS LTIP Units that exceeds (x) the Class RS LTIP Unit Economic Capital Account Balance of such holder, to the extent attributable to its ownership of Vested Class RS LTIP Units, divided by (y) the Class A Unit Economic Capital Account Balance, in each case as determined as of the effective date of conversion (the “Class RS LTIP Unit Capital Account Limitation”), it being understood and agreed that any fraction of a Class A Unit resulting from applying the foregoing formula shall be disregarded and forfeited by the holder, and (ii) receive, upon conversion of a number of Vested Class RS LTIP Units, more than an equal number of Class A Units.

In order to exercise its Conversion Right, the holder of Class RS LTIP Units shall deliver a notice (a “Class RS LTIP Unit Conversion Notice”) in the form attached as Exhibit F to this Agreement to the Partnership (with a copy to the General Partner) not less than ten nor more than 60 days prior to a date (the “Class RS LTIP Unit Conversion Date”) specified in such Class RS LTIP Unit Conversion Notice; provided, however, that if the General Partner has not given to the holder of Class RS LTIP Units notice of a proposed Class A Unit Transaction (as defined in Section 4.7.F hereof) at least 30 days prior to the effective date of such Class A Unit Transaction, then the holder of Class RS LTIP Units shall have the right to deliver a Class RS LTIP Unit Conversion Notice until the earlier of (x) the tenth day after such notice from the General Partner of a Class A Unit Transaction or (y) the third business day immediately preceding the effective date of such Class A Unit Transaction. A Class RS LTIP Unit Conversion Notice shall be provided in the manner provided in Section 15.1. Each holder of Class RS LTIP Units covenants and agrees with

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the Partnership that all Vested Class RS LTIP Units to be converted pursuant to this Section 4.7.B shall be free and clear of all liens and encumbrances. Notwithstanding anything herein to the contrary, a holder of Class RS LTIP Units may deliver a Notice of Redemption pursuant to Section 8.6 hereof (to the extent the Redemption Right otherwise would be exercisable) relating to those Class A Units that will be issued to the holder upon conversion of such Class RS LTIP Units into Class A Units in advance of the Class RS LTIP Unit Conversion Date; provided, however, that the redemption of such Class A Units by the Partnership shall in no event take place until after the Class RS LTIP Unit Conversion Date. For clarity, it is noted that the objective of this paragraph is to put the holder of Class RS LTIP Units in a position where, if the holder so wishes, the Class A Units into which the Vested Class RS LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion to the extent that the Redemption Right set forth in Section 8.6 otherwise would be exercisable, with the further consequence that, if the General Partner elects to assume and perform the Partnership’s redemption obligation with respect to such Class A Units under Section 8.6 by delivering to the holder Shares rather than cash, then the holder can have such Shares issued to it simultaneously with the conversion of the Vested Class RS LTIP Units into Class A Units. The General Partner and the holder of Vested Class RS LTIP Units shall reasonably cooperate with each other to coordinate the timing of the events described in the foregoing sentence.

C. Conversion of Class RS LTIP Units by the Partnership; Automatic Conversion of Vested Class RS LTIP Units. The Partnership, at any time at the election of the General Partner, may cause any number of Class RS LTIP Units (whether such units are Vested Class RS LTIP Units or Unvested Class RS LTIP Units) to be converted (a “Class RS LTIP Unit Mandatory Conversion”) into that number of Class A Units as provided in Section 4.7.B, giving effect to all adjustments (if any) made pursuant to Section 4.6. In order to effect a Class RS LTIP Unit Mandatory Conversion, the Partnership shall deliver a notice (a “Class RS LTIP Unit Mandatory Conversion Notice”) in the form attached as Exhibit G to this Agreement to the holder of Class RS LTIP Units not less than ten nor more than 60 days prior to the Conversion Date specified in such Class RS LTIP Mandatory Conversion Notice. A Class RS LTIP Unit Mandatory Conversion Notice shall be provided in the manner provided in Section 15.1 hereof. Notwithstanding anything to the contrary set forth in this Agreement, all Vested Class RS LTIP Units held by the holder shall be automatically converted (the “Automatic RS Conversion”), without any further action by the General Partner, the Partnership or the holder, into an equal number of Class A Units on the first date on which the Class RS LTIP Unit Capital Account Limitation would not limit the number of Vested Class RS LTIP Units that could be converted.

D. Completion of Conversion. A conversion of Class RS LTIP Units (i) for which the holder thereof has given a Class RS LTIP Unit Conversion Notice, (ii) for which the Partnership has given a Class RS LTIP Unit Mandatory Conversion Notice or (iii) upon an Automatic RS Conversion, shall in each case occur automatically after the close of business on the applicable conversion date without any action on the part of the holder of Class RS LTIP Units, as of which time the holder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Class A Units issuable upon such conversion. After the conversion of Class RS LTIP Units as aforesaid, the Partnership shall deliver to the holder of such Class RS LTIP Units, upon its written request, a certificate of the General Partner certifying the number of Class A Units and remaining Class RS LTIP Units, if any, held by the holder immediately after such conversion.

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E. Impact of Conversions for Purposes of Section 6.1.E. For purposes of making future allocations under Section 6.1.E hereof and for purposes of applying the Class RS LTIP Unit Capital Account Limitation, the portion of the Class RS LTIP Unit Economic Capital Account Balance of the holder of Class RS LTIP Units that is treated as attributable to its Class RS LTIP Units shall be reduced, as of the date of conversion, by the product of the number of Class RS LTIP Units converted and the Class A Unit Economic Capital Account Balance; provided that, for the avoidance of doubt and without limiting the authority of the General Partner to cause a Class RS LTIP Unit Mandatory Conversion pursuant to Section 4.7.F, if such conversion has occurred in connection with a Class A Unit Transaction, any Class RS LTIP Units that have not been so converted (whether as a result of the application of the Class RS LTIP Unit Capital Account Limitation or otherwise) shall automatically be deemed forfeited and canceled without further consideration to the holder thereof and the Class RS LTIP Unit Economic Capital Account Balance of such holder shall be deemed to equal zero.

F. Class A Unit Transactions. If the Partnership or the General Partner shall be a party to any Class A Unit Transaction (as defined below), then the General Partner shall, immediately prior to the Class A Unit Transaction, exercise its right to cause a Class RS LTIP Unit Mandatory Conversion with respect to all or any portion of the Class RS LTIP Units as the General Partner shall determine in its discretion, without regard to whether such Class RS LTIP Units are then eligible for conversion under Section 4.7.B, taking into account any allocations that occur in connection with the Class A Unit Transaction or that would occur in connection with the Class A Unit Transaction if the assets of the Partnership were sold at the Class A Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Class A Unit Transaction (in which case the Class RS LTIP Unit Conversion Date shall be the effective date of the Class A Unit Transaction). For purposes of this Agreement, a “Class A Unit Transaction” means any transaction or a series of related transactions (including without limitation an Extraordinary Transaction, merger, consolidation, unit exchange, self-tender offer for all or substantially all of the Class A Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any Class A Unit Transaction which constitutes an Adjustment Event) as a result of which Class A Units shall be exchanged for or converted into the right, or the holders of such Class A Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof.

Section 4.8 Class O LTIP Units

A. Issuance of Class O LTIP Units. The General Partner may from time to time issue Class O LTIP Units upon the grant of an award under the Equity Incentive Plan, for such consideration and subject to such other terms as the General Partner may determine to be appropriate, and admit the grantee as a Limited Partner. Each Class O LTIP Unit is intended to represent the right to participate in all profits allocable to a Class A Unit, net of any losses allocable to a Class A Unit, including for this purpose any appreciation in the value of a Class A Unit, with such participation interest, on a per Class A Unit basis, being referred to as the Class A Unit Profit Balance.

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The Class O LTIP Units shall not have any voting rights, rights to distributions, or other rights except as expressly set forth in this Agreement as applicable to the Class O LTIP Units; provided, however, that subject to the following provisions of this Section 4.8 and the special provisions of Section 6.1.F, Class O LTIP Units shall be treated as Class A Units solely for purposes of determining all allocations to be made under Section 6.1. For purposes of computing the Partners’ Percentage Interests for purposes of making allocations under Section 6.1, holders of Class O LTIP Units shall be treated as holders of Class A Units, and Class O LTIP Units shall be treated as Class A Units.

If an Adjustment Event occurs, then the General Partner shall make a corresponding equitable adjustment to the Class O LTIP Units as the General Partner in its sole discretion determines necessary and appropriate to maintain a one-for-one relationship between Class A Units and Class O LTIP Units. If more than one Adjustment Event occurs, the adjustment to the Class O LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. If the Partnership takes an action affecting the Class A Units other than an action specifically included as an Adjustment Event and, in the opinion of the General Partner, such action should require an adjustment to the Class O LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class O LTIP Units, to the extent not prohibited by law or by the Equity Incentive Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. In addition, the General Partner may at any time make an adjustment to Class O LTIP Units as authorized under and in accordance with the terms of the Equity Incentive Plan. If an adjustment is made to the Class O LTIP Units, as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts and circumstances relating to such adjustment, which certificate shall be conclusive evidence of such adjustment absent manifest error.

B. Special Provisions. Class O LTIP Units shall be subject to the additional following special provisions:

(i) Award Agreements. Class O LTIP Units may be issued subject to such vesting, forfeiture and additional restrictions on transfer determined by the General Partner in its sole discretion and set forth pursuant to the terms of an Award Agreement. The General Partner may modify the terms of any Award Agreement from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Award Agreement or by the Equity Incentive Plan, if applicable. Class O LTIP Units that have vested under the terms hereof and of the Award Agreement are referred to as “Vested Class O LTIP Units”; all other Class O LTIP Units shall be treated as “Unvested Class O LTIP Units.”

(ii) Forfeiture. Unless otherwise specified in the Award Agreement, upon the occurrence of any event specified in an Award Agreement that provides the Partnership with

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the right to repurchase Class O Units at a specified purchase price or some other forfeiture of any Class O Units, the Partnership or the General Partner shall have the right to repurchase Class O LTIP Units at such specified purchase price or otherwise cause the forfeiture of any Class O LTIP Units, and if the Partnership or the General Partner exercises such right to repurchase or cause the forfeiture in accordance with the terms hereof and of the applicable Award Agreement, the relevant Class O LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the Award Agreement, no consideration or other payment shall be due with respect to any Class O LTIP Units that have been forfeited. In connection with any repurchase or forfeiture of Class O LTIP Units, the balance of the portion of the Capital Account of the holder of Class O LTIP Units that is attributable to all of its Class O LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1.F hereof, calculated with respect to the holder’s remaining Class O LTIP Units, if any.

(iii) Allocations. The holder of Class O LTIP Units shall be entitled to certain special allocations of gain under Section 6.1.F.

(iv) Redemption. The Redemption Right provided to the holders of Class A Units under Section 8.6 shall not apply with respect to Class O LTIP Units unless and until they are converted to Class A Units as provided in clause (v) below and Section 4.9.

(v) Conversion to Class A Units. Class O LTIP Units are eligible to be converted into Class A Units in accordance with Section 4.9.

C. Voting. Class O LTIP Units shall have no voting rights.

D. Transfers. Class O LTIP Units may not be transferred (as such term is used in Article XI) without the consent of the General Partner.

Section 4.9 Conversion of Class O LTIP Units

A. Conversion Right. Each holder of Vested Class O LTIP Units shall have the right (the “Class O LTIP Unit Conversion Right”), at its option, at any time to convert all or a portion of its Vested Class O LTIP Units into a number of Class A Units equal to (x) the product of (i) the Class A Unit Profit Balance multiplied by (ii) the number of Vested Class O LTIP Units to be converted into Class A Units, divided by (y) the Class A Unit Economic Capital Account Balance, determined as of the date of the exercise of the Class O Unit Conversion Right; it being understood and agreed that any fraction of a Class A Unit resulting from the foregoing conversion formula shall be disregarded and forfeited by the holder. Notwithstanding the foregoing, in no event may a holder of Vested Class O LTIP Units convert a number of Vested Class O LTIP Units that exceeds (x) the Class O Unit Economic Capital Account Balance of the holder of Vested Class O LTIP Units to the extent attributable to its ownership of Vested Class O LTIP Units, divided by (y) the Class A Unit Profit Balance, in each case as determined as of the effective date of conversion (the “Class O LTIP Unit Capital Account Limitation”); it being understood and agreed that any fraction of a Class A Unit resulting from applying the foregoing formula shall be disregarded and forfeited by the holder.

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Holders of Class O LTIP Units shall not have the right to convert Unvested Class O LTIP Units into Class A Units until they become Vested Class O LTIP Units; provided, however, that when a holder of Unvested Class O LTIP Units is notified of the expected occurrence of an event that will cause its Unvested Class O LTIP Units to become Vested Class O LTIP Units, the holder may give the Partnership a Class O LTIP Unit Conversion Notice conditioned upon and effective as of the time of vesting and such Class O LTIP Conversion Notice shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of any or all Class O LTIP Units into Class A Units, and if at the time of such conversion the Class O LTIP Units Capital Account Limitation is applicable, any Class O LTIP Units that would be so converted but for the Class O LTIP Units Capital Account Limitation shall be deemed forfeited and canceled without further consideration to the holder thereof. In all cases, the conversion of any Class O LTIP Units into Class A Units shall be subject to the conditions and procedures set forth in this Section 4.9.

B. Exercise by the Holder of Class O LTIP Units. In order to exercise its Class O LTIP Unit Conversion Right, the holder of Vested Class O LTIP Units shall deliver a Class O LTIP Unit Conversion Notice in the form attached as Exhibit H to this Agreement to the Partnership (with a copy to the General Partner) not less than ten nor more than 60 days prior to a date (the “Class O LTIP Unit Conversion Date”) specified in such Class O LTIP Unit Conversion Notice; provided, however, that if the General Partner has not given to the holder of Class O LTIP Units notice of a proposed Class A Unit Transaction at least 30 days prior to the effective date of such Class A Unit Transaction, then the holder of Vested Class O LTIP Units shall have the right to deliver a Class O LTIP Unit Conversion Notice until the earlier of (x) the tenth day after such notice from the General Partner of a Class A Unit Transaction or (y) the third business day immediately preceding the effective date of such Class A Unit Transaction. A Class O LTIP Unit Conversion Notice shall be provided in the manner provided in Section 15.1. Each holder of Class O LTIP Units covenants and agrees with the Partnership that all Vested Class O LTIP Units to be converted pursuant to this Section 4.9.B shall be free and clear of all liens and encumbrances. Notwithstanding anything herein to the contrary, a holder of Class O LTIP Units may deliver a Notice of Redemption pursuant to Section 8.6 hereof relating to those Class A Units that will be issued to the holder upon conversion of such Class O LTIP Units into Class A Units in advance of the Class O LTIP Unit Conversion Date; provided, however, that the redemption of such Class A Units by the Partnership shall in no event take place until after the Class O LTIP Unit Conversion Date. For clarity, it is noted that the objective of this paragraph is to put the holder of Class O LTIP Units in a position where, if it so wishes, the Class A Units into which its Vested Class O LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion to the extent that the Redemption Right set forth in Section 8.6 otherwise would be exercisable, with the further consequence that, if the General Partner elects to assume and perform the Partnership’s redemption obligation with respect to such Class A Units under Section 8.6 by delivering to the holder Shares rather than cash, then the holder can have such Shares issued to it simultaneously with the conversion of its Vested Class O LTIP Units into Class A Units. The General Partner and the holder of Vested Class O LTIP Units shall reasonably cooperate with each other to coordinate the timing of the events described in the foregoing sentence.

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C. Conversion of Class O LTIP Units by the Partnership. The Partnership, at any time at the election of the General Partner, may cause any number of Class O LTIP Units (whether such units are Vested Class O LTIP Units or Unvested Class O LTIP Units) held by the holder of Class O LTIP Units to be converted (a “Class O LTIP Unit Mandatory Conversion”) into a number of Class A Units determined as set forth in Section 4.9.A, giving effect to all adjustments (if any) made pursuant to Section 4.8; provided, however, that, any Class O LTIP Units that would be so converted but could not be converted by the holder due to the Class O LTIP Units Capital Account Limitation shall be forfeited and canceled without further consideration to the holder. In order to exercise its right to cause a Class O LTIP Unit Mandatory Conversion, the Partnership shall deliver a notice (a “Class O LTIP Unit Mandatory Conversion Notice”) in the form attached as Exhibit I to this Agreement to the holder of Class O LTIP Units not less than 10 nor more than 60 days prior to the Class O LTIP Unit Conversion Date specified in such Class O LTIP Unit Mandatory Conversion Notice. A Class O LTIP Unit Mandatory Conversion Notice shall be provided in the manner provided in Section 15.1.

D. Completion of Conversion. A conversion of Class O LTIP Units for which the holder thereof has given a Class O LTIP Unit Conversion Notice or the Partnership has given a Class O LTIP Unit Mandatory Conversion Notice shall occur automatically after the close of business on the applicable Class O LTIP Unit Conversion Date without any action on the part of the holder of Class O LTIP Units, as of which time the holder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Class A Units issuable upon such conversion. After the conversion of Class O LTIP Units as aforesaid, the Partnership shall deliver to the holder of Class O LTIP Units, upon its written request, a certificate of the General Partner certifying the number of Class A Units and remaining Class O LTIP Units, if any, held by the holder immediately after such conversion.

E. Impact of Conversions for Purposes of Section 6.1.F. For purposes of making future allocations under Section 6.1.F and for purposes of applying the Class O LTIP Units Capital Account Limitation, the Class O Unit Economic Capital Account Balance of the holder of Class O LTIP Units shall be reduced, as of the date of conversion, by the product of the number of Class O LTIP Units converted and the Class A Unit Profit Balance; provided that, for the avoidance of doubt and without limiting the authority of the General Partner to cause a Class O LTIP Unit Mandatory Conversion pursuant to Section 4.9.F, if such conversion has occurred in connection with a Class A Unit Transaction, any Class O LTIP Units that have not been so converted (whether as a result of the application of the Class O LTIP Unit Capital Account Limitation or otherwise) shall automatically be deemed forfeited and canceled without further consideration to the holder and the Class O LTIP Unit Economic Capital Account Balance of the holder shall be deemed to equal zero.

F. Class A Unit Transactions. If the Partnership or the General Partner shall be a party to any Class A Unit Transaction, then the General Partner may, in its discretion, immediately prior to the Class A Unit Transaction, exercise its right to cause a Class O LTIP Unit Mandatory Conversion with respect to all or any portion of the outstanding Class O LTIP Units, with such conversion to be determined taking into account any allocations that occur in connection with the Class A Unit Transaction or that would occur in connection with the Class A Unit Transaction if the assets of the Partnership were sold at the Class A Unit Transaction price or, if applicable, at a value determined

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by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Class A Unit Transaction (in which case the Conversion Date shall be the effective date of the Class A Unit Transaction).

ARTICLE V

DISTRIBUTIONS

Section 5.1 Requirement and Characterization of Distributions

A. Distribution of Operating Income. The General Partner shall distribute at least quarterly an amount equal to one hundred percent (100%) of the Available Cash of the Partnership with respect to such quarter or shorter period to the Partners in accordance with the terms established for the class or classes of Partnership Interests held by such Partners who are Partners on the respective Partnership Record Date with respect to such quarter or shorter period as provided in Sections 5.1.B, 5.1.C and 5.1.D and in accordance with the respective terms established for each class of Partnership Interest. Notwithstanding anything to the contrary contained herein, in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner is entitled to receive a distribution with respect to a Share for which such Partnership Unit has been redeemed or exchanged. Unless otherwise expressly provided for herein, or in the terms established for a new class or series of Partnership Interests created in accordance with Article IV hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest. If the General Partner Entity has chosen to attempt to qualify as a REIT, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the qualification of the General Partner Entity as a REIT, to distribute Available Cash (a) to Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided, however, that none of the General Partner, the General Partner Entity, and the Partnership shall have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated, and (b) to the General Partner in an amount sufficient to enable the General Partner Entity to make distributions to its shareholders that will enable the General Partner Entity to (1) satisfy the requirements for qualification as a REIT under the Code and the Regulations (the “REIT Requirements”), and (2) avoid any federal income or excise tax liability.

B. Method.

(i) Each holder of Partnership Interests, if any, that is entitled to any preference in distribution shall be entitled to a distribution in accordance with the rights of any such class of Partnership Interests (and, within such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date); and

(ii) To the extent there is Available Cash remaining after the payment of any preference in distribution in accordance with the foregoing clause (i) (if applicable), with respect to Partnership Interests that are not entitled to any preference in distribution, such Available Cash shall be distributed pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date).

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C. Distributions When Class B Units Are Outstanding. If for any quarter or shorter period with respect to which a distribution is to be made pursuant to Section 5.1.A. (a “Distribution Period”) Class B Units are outstanding on the Partnership Record Date for such Distribution Period, the General Partner shall allocate the Available Cash with respect to such Distribution Period available for distribution with respect to the Class A Units and Class B Units collectively between the Partners who are holders of Class A Units (“Class A”) and the Partners who are holders of Class B Units (“Class B”) as follows:

(1) Class A shall receive that portion of the Available Cash (the “Class A Share”) determined by multiplying the amount of Available Cash by the following fraction:

A x Y

(A x Y) + (B x X)

(2) Class B shall receive that portion of the Available Cash (the “Class B Share”) determined by multiplying the amount of Available Cash by the following fraction:

B x X

(A x Y) + (B x X)

(3) For purposes of the foregoing formulas, (i) “A” equals the number of Class A Units outstanding on the Partnership Record Date for such Distribution Period; (ii) “B” equals the number of Class B Units outstanding on the Partnership Record Date for such Distribution Period; (iii) “Y” equals the number of days in the Distribution Period; and (iv) “X” equals the number of days in the Distribution Period for which the Class B Units were issued and outstanding.

The Class A Share shall be distributed pro rata among Partners holding Class A Units on the Partnership Record Date for the Distribution Period in accordance with the number of Class A Units held by each Partner on such Partnership Record Date; provided, however, that in no event may a Partner receive a distribution of Available Cash with respect to a Class A Unit if a Partner is entitled to receive a distribution with respect to a Share for which such Class A Unit has been redeemed or exchanged. If Class B Units were issued on the same date, the Class B Share shall be distributed pro rata among the Partners holding Class B Units on the Partnership Record Date for the Distribution Period in accordance with the number of Class B Units held by each Partner on such Partnership Record Date. In no event shall any Class B Units be entitled to receive any distribution of Available Cash for any Distribution Period ending prior to the date on which such Class B Units are issued. Solely for purposes of this paragraph C and paragraph D of this Section 5.1, the terms “Class A Unit” and “Class A” shall also refer to Vested Class RS LTIP Units.

D. Distributions When Class B Units Have Been Issued on Different Dates. If Class B Units which have been issued on different dates are outstanding on the Partnership Record Date for any Distribution Period, then the Class B Units issued on each particular date shall be treated as a

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separate series of Partnership Units for purposes of making the allocation of Available Cash for such Distribution Period among the holders of Partnership Units (and the formula for making such allocation, and the definitions of variables used therein, shall be modified accordingly). Thus, for example, if two series of Class B Units are outstanding on the Partnership Record Date for any Distribution Period, the allocation formula for each series, “Series B1” and “Series B2” would be as follows:

(1) Series B1 shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction:

B1 x X1

(A x Y) + (B x X1) + (B2 x X2)

(2) Series B2 shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction:

B2 x X2

(A x Y) + (B1 x X1) + (B2 x X2)

(3) For purposes of the foregoing formulas the definitions set forth in Section 5.1.C(3) remain the same except that (i) “B1” equals the number of Partnership Units in Series B1 outstanding on the Partnership Record Date for such Distribution Period; (ii) “B2” equals the number of Partnership Units in Series B2 outstanding on the Partnership Record Date for such Distribution Period; (iii) “X1” equals the number of days in the Distribution Period for which the Partnership Units in Series B1 were issued and outstanding; and (iv) “X2” equals the number of days in the Distribution Period for which the Partnership Units in Series B2 were issued and outstanding.

E. Distributions With Respect to Class RS LTIP Units. In accordance with Section 4.6.A, unless and solely to the extent otherwise provided in an Award Agreement but subject to Section 5.1.G, holders of Vested Class RS LTIP Units shall be entitled to receive distributions in an amount per Vested Class RS LTIP Unit equal to the distribution per Class A Unit. Except for distributions upon liquidation of the Partnership, which shall be made in accordance with Section 13.2.B or as the General Partner in its discretion may determine otherwise, no distributions shall be made in respect of any unvested RS Units unless the General Partner determines otherwise; provided, that if and when any Class RS LTIP Unit first becomes vested, the holder thereof shall be entitled to receive with respect to such Class RS Unit, subject to Section 5.1.G, an amount equal to the excess of (i) the aggregate distributions per Class A Unit made during the period from the issuance of such Class RS LTIP Unit to the vesting of such Class RS LTIP Unit over (ii) distributions (if any) made in respect of such Class RS LTIP Unit prior to such vesting date.

F. Distributions With Respect to Class O LTIP Units. Except as set forth in the next sentence below, no distributions shall be made with respect to any Class O LTIP Units (other than distributions upon liquidation of the Partnership, which shall be made in accordance with Section 13.2.B). Notwithstanding the immediately preceding sentence, if and to the extent that there is any

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taxable income allocated pursuant to Article VI with respect to any Class O LTIP Units for any taxable year, each holder of such Class O LTIP Units shall be entitled to receive a distribution per Class O LTIP Unit equal to the lesser of (a) the distribution per Class A Unit with respect to such taxable year, or (b) an amount determined by the General Partner to be adequate to pay the federal, state and local income tax liabilities resulting from such taxable income allocation (with the distribution per Class O LTIP Unit to be the same for each Class O LTIP Unit) (referred to as an “Class O LTIP Unit Tax Distribution”).

G. Restriction on Distributions with Respect to LTIP Units. It is the intention of the Partners that distributions of profits in respect of LTIP Units be limited to the extent necessary so that each of the LTIP Units constitutes a “profits interest” for U.S. federal income tax purposes. In furtherance of the foregoing, and notwithstanding anything to the contrary in this Agreement, the General Partner shall, if necessary, limit distributions to the holders of LTIP Units so that such distributions do not exceed the available profits in respect of such LTIP Units. In the event that distributions in respect of LTIP Units are reduced pursuant to the preceding sentence, an amount equal to such excess distributions shall be treated as instead apportioned to the remaining Partners pro rata in accordance with their Partnership Units for the related fiscal year in accordance with the other provisions of this Agreement, and the General Partner shall make adjustments to future distributions to the holders of LTIP Units as promptly as practicable so that the holders of LTIP Units receive a distribution equal to the amount they would have received, in each case as if this Section 5.1G had not been in effect; provided that any distributions pursuant to this sentence shall be further subject to the provisions of this Section 5.1G. For purposes of this Agreement, “profits interest” means a right to receive distributions funded solely by profits of the Partnership generated after the grant in connection with the performance of services, satisfying the requirements as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing IRS Revenue Procedures.

Section 5.2 Amounts Withheld

All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 10.5 with respect to any allocation, payment or distribution to the General Partner, the Limited Partners or Assignees shall be treated as amounts distributed to the General Partner, Limited Partners or Assignees, as the case may be, pursuant to Section 5.1 for all purposes under this Agreement.

Section 5.3 Distributions upon Liquidation

Proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

Section 5.4 Revisions to Reflect Issuance of Partnership Interests

If the Partnership issues Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article IV hereof, the General Partner shall make such revisions to this Article V and the Partner Registry in the books and records of the Partnership as it deems necessary to reflect the terms of the issuance of such Partnership Interests. Such revisions shall not require the consent or approval of any other Partner.

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ARTICLE VI

ALLOCATIONS

Section 6.1 Allocations for Capital Account Purposes

For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Exhibit B) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

A. Net Income. After giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement and any special allocations required to be made pursuant to Sections 6.1.E and 6.1.F, Net Income shall be allocated:

(1) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to Section 6.1.B(6) exceed Net Income previously allocated to the General Partner pursuant to this clause (1);

(2) second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner under this clause (2) equals the cumulative Net Losses allocated to such DRO Partner under Section 6.1.B(5) (and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Losses allocated to all DRO Partners pursuant to Section 6.1.B(5) hereof);

(3) third, to the General Partner until the cumulative Net Income allocated under this clause (3) equals the cumulative Net Losses allocated the General Partner under Section 6.1.B(4);

(4) fourth, to the holders of any Partnership Interests that are entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (4) equals the cumulative Net Losses allocated to such Partners under Section 6.1.B(3);

(5) fifth, to the holders of any Partnership Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Interests until each such Partnership Interest has been allocated, on a cumulative basis pursuant to this clause (5), Net Income equal to the amount of distributions payable that are attributable to the preference of such class of Partnership Interests, whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made);

(6) sixth, to the holders of any Partnership Interests that are not entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (6) equals the cumulative Net Losses allocated to such Partners under Section 6.1.B(2); and

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(7) finally, with respect to Partnership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

B. Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement and any special allocations required to be made pursuant to Sections 6.1.E and 6.1.F, Net Losses shall be allocated:

(1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(7) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1);

(2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof);

(3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof);

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(4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount;

(5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and

(6) thereafter, to the General Partner.

C. Allocation of Nonrecourse Debt. For purposes of Regulation Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated by the General Partner by taking into account facts and circumstances relating to each Partner’s respective interest in the profits of the Partnership unless and to the extent provided otherwise in an agreement between any Partner and the Partnership. For this purpose, the General Partner shall have the sole and absolute discretion in any Fiscal Year to allocate such excess Nonrecourse Liabilities among the Partners in any manner permitted under Code Section 752 and the Regulations thereunder.

D. Recapture Income. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

E. Special Allocations Regarding Class RS LTIP Units. Notwithstanding the provisions of Section 6.1.A(7), but subject to the other provisions of Section 6.1.A, and before giving effect to any allocation required to be made pursuant to Section 6.1.F, Liquidating Gains shall first be allocated to each holder of Class RS LTIP Units until its Class RS LTIP Unit Economic Capital Account Balance (determined after giving effect to all allocations provided for in Section 6.1.A(1) through 6.1.A(6)), to the extent attributable to its ownership of Class RS LTIP Units, is equal to the product of (i) the Class A Unit Economic Capital Account Balance multiplied by (ii) the number of its Class RS LTIP Units. Any such allocations shall be made among the holders of Class RS LTIP Units in proportion to the amounts required to be allocated to each Class RS LTIP Unit under this Section 6.1.E.

The parties agree that the intent of this Section 6.1.E is to cause the Capital Account balance associated with each Class RS LTIP Unit to be economically equivalent to the Capital Account balance associated with the General Partner’s Class A Units (on a per-Unit basis) as promptly as possible.

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F. Special Allocations Regarding Class O LTIP Units.

(i) Notwithstanding the provisions of Section 6.1.A, Net Income shall be allocated pursuant to Section 6.1.A(7) to Class O LTIP Units that are Unvested Class O LTIP Units only in an amount equal to the excess, if any, of (i) the Net Income per Class A Unit allocated pursuant to Section 6.1.A(7) with respect to such taxable year to the Class A Units, over (ii) the distribution per Class A Unit made with respect to such taxable year, reduced by the amount of any Unvested Class O LTIP Unit Tax Distribution with respect to such taxable year.

(ii) Notwithstanding the provisions of Section 6.1.A(7), but subject to the other provisions of Section 6.1.A and after giving effect to any allocations required to be made pursuant to Section 6.1.E, Liquidating Gains shall first be allocated to each holder of Class O LTIP Units until its Class O Unit Economic Capital Account Balance (determined after giving effect to all allocations provided for in Section 6.1.A(1) through 6.1.A(6)), to the extent attributable to its ownership of Class O LTIP Units, is equal to the product of (i) the Class A Unit Profit Balance multiplied by (ii) the number of its Class O LTIP Units.

Any such allocations shall be made among the holders of Class O LTIP Units in proportion to the amounts required to be allocated to each Class O LTIP Unit under this Section 6.1.F.

The parties agree that the intent of this Section 6.1.F is to cause the Capital Account balance associated with each Class O LTIP Unit to be economically equivalent to the sum of (i) the increase, if any, in the Capital Account balance associated with the General Partner’s Class A Units (on a per-Unit basis) that has occurred from the time of the issuance of such Class O LTIP Units to the date of determination under this Section 6.1.F, plus (ii) the amount of distributions made during such period with respect to the General Partner’s Class A Units (on a per-Unit basis) that are not made from Net Income allocated to such Class A Units and therefore are a return of, or a reduction in, the capital per such Class A Unit.

Section 6.2 Revisions to Allocations to Reflect Issuance of Partnership Interests

If the Partnership issues Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article IV hereof, the General Partner shall make such revisions to this Article VI and the Partner Registry in the books and records of the Partnership as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

ARTICLE VII

MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1 Management

A. Powers of General Partner. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to

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the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1, including, without limitation:

(1) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as are required under Section 5.1.A or will permit the General Partner Entity (so long as the General Partner Entity chooses to attempt to qualify as a REIT) to avoid the payment of any U.S. federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the General Partner Entity to maintain its REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities including, without limitation, the assumption or guarantee of the debt of the General Partner, its Subsidiaries or the Partnership’s Subsidiaries, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets) and the incurring of any obligations the General Partner deems necessary for the conduct of the activities of the Partnership;

(2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including acquisition of any new assets, the exercise or grant of any conversion, option, privilege or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership or any Subsidiary of the Partnership with or into another entity on such terms as the General Partner deems proper;

(4) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the General Partner, the Partnership or any of the Partnership’s Subsidiaries, the lending of funds to other Persons (including, without limitation, the General Partner, its Subsidiaries, the Partnership’s Subsidiaries and any of their Affiliates) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which the Partnership has an equity investment and the making of capital contributions to its Subsidiaries;

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(5) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership or any Person in which the Partnership has made a direct or indirect equity investment;

(6) the negotiation, execution, and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets;

(7) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership;

(8) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement;

(9) the holding, managing, investing and reinvesting of cash and other assets of the Partnership;

(10) the collection and receipt of revenues and income of the Partnership;

(11) the selection, designation of powers, authority and duties and the dismissal of employees of the Partnership (including, without limitation, employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the Partnership and the determination of their compensation and other terms of employment or hiring;

(12) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate;

(13) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or the General Partner or third parties) in, and the contribution of property to, any further limited or general partnerships, joint ventures, limited liability companies or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, its Subsidiaries and any other Person in which it has an equity investment from time to time, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons); provided, however, that as long as the General Partner Entity has determined to attempt to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General Partner Entity to fail to qualify as a REIT;

(14) the control of any matters affecting the rights and obligations of the Partnership, including the settlement, compromise, submission to arbitration or any other form of

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dispute resolution or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(15) the determination of the fair market value of any Partnership property distributed in kind, using such reasonable method of valuation as the General Partner may adopt;

(16) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any assets or investment held by the Partnership;

(17) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, individually or jointly with any such Subsidiary or other Person;

(18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have any interest pursuant to contractual or other arrangements with such Person;

(19) the making, executing and delivering of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or other legal instruments or agreements in writing necessary or appropriate in the judgment of the General Partner for the accomplishment of any of the powers of the General Partner enumerated in this Agreement;

(20) the distribution of cash to acquire Partnership Units held by a Limited Partner in connection with a Limited Partner’s exercise of its Redemption Right under Section 8.6;

(21) the determination regarding whether a payment to a Partner who exercises its Redemption Right under Section 8.6 that is assumed by the General Partner Entity will be paid in the form of the Cash Amount or the Shares Amount, except as such determination may be limited by Section 8.6.

(22) the acquisition of Partnership Interests in exchange for cash, debt instruments and other property;

(23) the maintenance of the Partner Registry in the books and records of the Partnership to reflect the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise; and

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(24) the registration of any class of securities of the Partnership under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the listing of any debt securities of the Partnership on any exchange.

B. No Approval by Limited Partners. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation, to the full extent permitted under the Act or other applicable law. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall be in the sole and absolute discretion of the General Partner without consideration of any other obligation or duty, fiduciary or otherwise, of the Partnership or the Limited Partners and shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity.

C. Insurance. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and its Subsidiaries and (ii) liability insurance for the Indemnitees hereunder, and (iii) such other insurance as the General Partner, in its sole and absolute discretion, determines to be necessary.

D. Working Capital and Other Reserves. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time, including upon liquidation of the Partnership under Article XIII.

E. No Obligations to Consider Tax Consequences of Limited Partners. In exercising its authority under this Agreement, the General Partner (which for the purposes of this Section 7.1.E shall include, the Board of Directors of the General Partner) may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by the General Partner. The General Partner and the Partnership shall not have liability to a Limited Partner for monetary or other damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with any decisions, provided, however, that the General Partner has acted in good faith and pursuant to its authority under this Agreement and any decisions or actions taken or not taken in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise.

Section 7.2 Certificate of Limited Partnership

The General Partner has previously filed the Certificate of Limited Partnership with the Secretary of State of Delaware. To the extent that such action is determined by the General Partner

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to be reasonable and necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, the District of Columbia or other jurisdiction in which the Partnership may elect to do business or own property. Subject to the terms of Section 8.5.A(4), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership or any amendment thereto to any Limited Partner. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and any other state, the District of Columbia or other jurisdiction in which the Partnership may elect to do business or own property.

Section 7.3 Title to Partnership Assets

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partners, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Section 7.4 Reimbursement of the General Partner

A. No Compensation. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles V and VI regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not receive payments from the Partnership or otherwise be compensated for its services as the general partner of the Partnership.

B. Responsibility for Partnership, General Partner and General Partner Entity Expenses. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s organization, the ownership of its assets and its operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to or resulting from the ownership and operation of, or for the benefit of, the Partnership (including, without limitation, (i) expenses relating to the ownership of interests in and operation of the Partnership, (ii) compensation of the officers and employees including, without limitation, payments under any stock option or incentive plan that provides for stock units, or other phantom stock, pursuant to which employees will receive payments based upon dividends on or the value of Shares, (iii) auditing expenses, (iv) director fees and expenses of the General Partner Entity, (v) all costs and expenses of being a public company,

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including costs of filings with the Securities and Exchange Commission, reports and other distributions to its shareholders, and (vi) all costs and expenses associated with litigation involving the General Partner and the General Partner Entity, the Partnership or any Subsidiary); provided, however, that (i) the amount of any such reimbursement shall be reduced by (x) any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted in Section 7.5.A (which interest is considered to belong to the Partnership and shall be paid over to the Partnership to the extent not applied to reimburse the General Partner for expenses hereunder); and (y) any amount derived by the General Partner from any investments permitted in Section 7.5.A; (ii) if the General Partner or General Partner Entity qualifies as a REIT, the Partnership shall not be responsible for any taxes that the General Partner Entity would not have been required to pay if that entity qualified as a REIT for federal income tax purposes or any taxes imposed on the General Partner or General Partner Entity by reason of that entity’s failure to distribute to its shareholders an amount equal to its taxable income; (iii) the Partnership shall not be responsible for expenses or liabilities incurred by the General Partner in connection with any business or assets of the General Partner other than its ownership of Partnership Interests or operation of the business of the Partnership or ownership of interests in Qualified Assets to the extent permitted in Section 7.5.A; and (iv) the Partnership shall not be responsible for any expenses or liabilities of the General Partner that are excluded from the scope of the indemnification provisions of Section 7.7.A by reason of the provisions of clause (i), (ii) or (iii) thereof. The General Partner shall determine in good faith the amount of expenses incurred by it or the General Partner Entity related to the ownership of Partnership Interests or operation of, or for the benefit of, the Partnership. If certain expenses are incurred that are related both to the ownership of Partnership Interests or operation of, or for the benefit of, the Partnership and to the ownership of other assets (other than Qualified Assets as permitted under Section 7.5.A) or the operation of other businesses, such expenses will be allocated to the Partnership and such other entities (including the General Partner and General Partner Entity) owning such other assets or businesses in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. Such reimbursements shall be in addition to any reimbursement to the General Partner and the General Partner Entity pursuant to Section 10.3.C and as a result of indemnification pursuant to Section 7.7. All payments and reimbursements hereunder shall be characterized for U.S. federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner or General Partner Entity.

C. Partnership Interest Issuance Expenses. The General Partner shall also be reimbursed for all expenses it incurs relating to any issuance of Partnership Interests, Shares, Debt of the Partnership, Funding Debt of the General Partner or the General Partner Entity or rights, options, warrants or convertible or exchangeable securities pursuant to Article IV (including, without limitation, all costs, expenses, damages and other payments resulting from or arising in connection with litigation related to any of the foregoing), all of which expenses are considered by the Partners to constitute expenses of, and for the benefit of, the Partnership.

D. Repurchases of Shares. If the General Partner Entity exercises its rights under its organizational documents (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity) to purchase Shares or otherwise elects or is required to purchase from its shareholders Shares in connection with a share repurchase or similar

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program or otherwise, or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or equity purchase program adopted by the General Partner Entity, any employee equity purchase plan adopted by the General Partner Entity or any similar obligation or arrangement undertaken by the General Partner Entity in the future, the purchase price paid by the General Partner Entity for those Shares and any other expenses incurred by the General Partner Entity in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursable to the General Partner Entity, subject to the conditions that: (i) if those Shares subsequently are to be sold by the General Partner Entity, the General Partner Entity shall pay to the Partnership any proceeds received by the General Partner Entity for those Shares (provided, however, that a transfer of Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such Shares are required to be cancelled pursuant to applicable law or are not retransferred by the General Partner Entity within thirty (30) days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units (rounded to the nearest whole Partnership Unit) held by the General Partner equal to the product attained by multiplying the number of those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

E. Reimbursement not a Distribution. Except as set forth in the succeeding sentence, if and to the extent any reimbursement made pursuant to this Section 7.4 is determined for U.S. federal income tax purposes not to constitute a payment of expenses of the Partnership, the amount so determined shall constitute a guaranteed payment with respect to capital within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners and shall not be treated as a distribution for purposes of computing the Partners’ Capital Accounts. Amounts deemed paid by the Partnership to the General Partner in connection with redemption of Partnership Units pursuant to Section 7.5.B shall be treated as a distribution for purposes of computing the Partner’s Capital Accounts.

F. Funding for Certain Capital Transactions. In the event that the General Partner Entity shall undertake to acquire (whether by merger, consolidation, purchase, or otherwise) the assets or equity interests of another Person and such acquisition shall require the payment of cash by the General Partner Entity (whether to such Person or to any other selling party or parties in such transaction or to one or more creditors, if any, of such Person or such selling party or parties), (a) the Partnership shall advance to the General Partner Entity the cash required to consummate such acquisition if, and to the extent that, such cash is not to be obtained by the General Partner Entity through an issuance of Shares described in Section 4.2 or pursuant to a transaction described in Section 7.5.B, (b) the General Partner Entity shall, upon consummation of such acquisition, transfer to the Partnership (or cause to be transferred to the Partnership), in full and complete satisfaction of such advance and as required by Section 7.5, the assets or equity interests of such Person acquired by the General Partner Entity in such acquisition (or equity interests in Persons owning all of such assets or equity interests), and (c) pursuant to and in accordance with Section 4.2 and Section 7.5.B, the Partnership shall issue to the General Partner, Partnership Interests and/or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights that are substantially the same as those of any additional Shares, other equity securities, New Securities and/or Convertible Funding Debt, as the case may be, issued by the General Partner Entity in connection with such acquisition (whether issued directly to participants in

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the acquisition transaction or to third parties in order to obtain cash to complete the acquisition). In addition to, and without limiting, the foregoing, in the event that the General Partner Entity engages in a transaction in which (x) the General Partner Entity (or a wholly owned direct or indirect Subsidiary of the General Partner Entity) merges with another entity (referred to as the “Parent Entity”) that is organized in the “UPREIT format” (i.e., where the Parent Entity holds substantially all of its assets and conducts substantially all of its operations through a partnership, limited liability company or other entity (referred to as an “Operating Entity”)) and the General Partner Entity survives such merger, (y) such Operating Entity merges with or is otherwise acquired by the Partnership in exchange in whole or in part for Partnership Interests, and (z) the General Partner Entity is required or elects to pay part of the consideration in connection with such merger involving the Parent Entity in the form of cash and part of the consideration in the form of Shares, the Partnership shall distribute to the General Partner with respect to its existing Partnership Interest an amount of cash sufficient to complete such transaction and the General Partner shall cause the Partnership to cancel a number of Partnership Units (rounded to the nearest whole number) held by the General Partner equal to the product attained by multiplying the number of additional Shares of the General Partner Entity that the General Partner Entity would have issued to the Parent Entity or the owners of the Parent Entity in such transaction if the entire consideration therefor were to have been paid in Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Section 7.5 Outside Activities of the General Partner; Relationship of Shares to Partnership Units; Funding Debt

A. General. Without the Consent of the Outside Limited Partners, the General Partner shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Partnership Interests as General Partner or Limited Partner and the management of the business of the Partnership and such activities as are incidental thereto. Without Consent of the Outside Limited Partners, the assets of the General Partner shall be limited to Partnership Interests and permitted debt obligations of the Partnership (as contemplated by Section 7.5.F); provided, however, that the General Partner shall be permitted to hold such bank accounts or similar instruments or accounts in its name as it deems necessary to carry out its responsibilities and purposes as contemplated under this Agreement and its organizational documents (provided that accounts held on behalf of the Partnership to permit the General Partner to carry out its responsibilities under this Agreement shall be considered to belong to the Partnership and the interest earned thereon shall, subject to Section 7.4.B, be applied for the benefit of the Partnership); and, provided further that, the General Partner shall be permitted to acquire Qualified Assets.

B. Repurchase of Shares and Other Securities. If the General Partner Entity exercises its rights under its organizational documents (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity) to purchase Shares or otherwise elects to purchase from the holders thereof Shares, other equity securities of the General Partner Entity, New Securities or Convertible Funding Debt, then the General Partner Entity shall cause the Partnership to purchase from the General Partner Entity (a) in the case of a purchase of Shares, that number of Partnership Units of the appropriate class equal to the product obtained by multiplying the number of

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Shares purchased by the General Partner Entity times a fraction, the numerator of which is one and the denominator of which is the Conversion Factor, or (b) in the case of the purchase of any other securities on the same terms and for the same aggregate price that the General Partner Entity purchased such securities.

C. Equity Incentive Plan. If, at any time or from time to time, the General Partner Entity sells or otherwise issues Shares pursuant to the Equity Incentive Plan, the General Partner Entity shall transfer or cause to be transferred the proceeds of the sale of such Shares, if any, to the Partnership as an additional Capital Contribution in exchange for an amount of additional Partnership Units equal to the number of Shares so sold divided by the Conversion Factor. If the Partnership or the General Partner Entity acquires Shares as a result of the forfeiture of such Shares under the Equity Incentive Plan, then the General Partner shall cause the Partnership to cancel, without payment of any consideration to the General Partner, that number of Partnership Units of the appropriate class equal to the number of Shares so acquired, and, if the Partnership acquired such Shares, it shall transfer such Shares to the General Partner for cancellation.

D. Issuances of Shares and Other Securities. So long as the common shares of the General Partner Entity are Publicly Traded, the General Partner Entity shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any share split) of Shares to all of its shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the General Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A hereof, the Partnership to issue to the General Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the General Partner Entity transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the General Partner Entity through an issuance of Shares described in Section 4.2, the General Partner Entity complies with such Section 7.4.F). Without limiting the foregoing, the General Partner Entity is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A hereof, to cause the Partnership to issue to the General Partner corresponding Partnership Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of Shares, either by employees or shareholders, at a discount from fair market value or pursuant to employee share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise), as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner and the Partnership and (b) the General Partner Entity transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

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E. Funding Debt. The General Partner or the General Partner Entity or any wholly owned Subsidiary of either of them may incur a Funding Debt, including, without limitation, a Funding Debt that is convertible into Shares or otherwise constitutes a class of New Securities (“Convertible Funding Debt”), subject to the condition that the General Partner, the General Partner Entity or such Subsidiary, as the case may be, lend to the Partnership the net proceeds of such Funding Debt; provided, however, that Convertible Funding Debt shall be issued in accordance with the provisions of Section 7.5.C above; and, provided further that, if the General Partner Entity attempts to qualify as a REIT, the General Partner, the General Partner Entity or such Subsidiary shall not be obligated to lend the net proceeds of any Funding Debt to the Partnership in a manner that would be inconsistent with the General Partner’s or General Partner Entity’s ability to remain qualified as a REIT. If the General Partner, General Partner Entity or such Subsidiary enters into any Funding Debt, the loan to the Partnership shall be on comparable terms and conditions, including interest rate, repayment schedule, costs and expenses and other financial terms, as are applicable with respect to or incurred in connection with such Funding Debt.

F. Capital Contributions of the General Partner. The Capital Contributions by the General Partner pursuant to Sections 7.5.C and 7.5.D will be deemed to equal the cash contributed by the General Partner plus, in the case of cash contributions funded by an offering of any equity interests in or other securities of the General Partner Entity, the offering costs attributable to the cash contributed to the Partnership to the extent not reimbursed pursuant to Section 7.4.C and (ii) in the case of Partnership Units issued pursuant to Section 7.5.C, an amount equal to the difference between the Value of the Shares sold pursuant to the Equity Incentive Plan and the net proceeds of such sale.

G. Tax Loans. The General Partner or the General Partner Entity may in its sole and absolute discretion, cause the Partnership to make an interest free loan to the General Partner or the General Partner Entity, as applicable, provided that the proceeds of such loans are used to satisfy any tax liabilities of the General Partner or the General Partner Entity, as applicable.

Section 7.6 Transactions with Affiliates

A. Transactions with Certain Affiliates. Except as expressly permitted by this Agreement with respect to any non-arms’ length transaction with an Affiliate, the Partnership shall not, directly or indirectly, sell, transfer or convey any property to, or purchase any property from, or borrow funds from, or lend funds to, any Partner or any Affiliate of the Partnership that is not also a Subsidiary of the Partnership, except pursuant to transactions that are determined in good faith by the General Partner to be on terms that are fair and reasonable.

B. Conflict Avoidance. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a non-competition arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and General Partner on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

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C. Benefit Plans Sponsored by the Partnership. The General Partner in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them.

Section 7.7 Indemnification

A. General. The Partnership shall indemnify each Indemnitee to the fullest extent provided by the Act from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts, arising from or in connection with any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, incurred by the Indemnitee and relating to the Partnership or the General Partner General Partner Entity or the or the operation of, or the ownership of property by, the Indemnitee, Partnership or the General Partner or the General Partner Entity as set forth in this Agreement in which any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established by a final determination of a court of competent jurisdiction that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guarantee, contractual obligation for any indebtedness or other obligation or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and any insurance proceeds from the liability policy covering the General Partner and any Indemnitee, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section 7.7.

B. Reimbursement of Expenses. Reasonable expenses expected to be incurred by an Indemnitee shall be paid or reimbursed by the Partnership in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative made or threatened against an Indemnitee upon receipt by the Partnership of (i) a written affirmation

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by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 7.7 has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

C. No Limitation of Rights. The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified. The Partnership hereby acknowledges that the certain of directors of the General Partner Entity, including those affiliated with GA QTS Interholdco, LLC (the “Specified Directors”) may have certain rights to indemnification and advancement of expenses provided by GA QTS Interholdco, LLC and certain of its Affiliates (collectively, the “General Atlantic Indemnitors”). The Partnership hereby agrees and acknowledges that, with respect to matters for which it is required to provide indemnity pursuant to the terms of this Agreement, (i) it shall be the indemnitor of first resort with respect to the Specified Directors (i.e., its obligations to the Specified Directors are primary and any obligation of the General Atlantic Indemnitors to advance expenses or to provide indemnification for expenses or liabilities incurred by the Specified Directors are secondary), (ii) it shall advance the full amount of expenses incurred and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by the Specified Directors to the extent required by the terms of this Agreement (or any other agreement between the Partnership and the Specified Directors), without regard to any rights the Specified Directors may have against the General Atlantic Indemnitors and (iii) it irrevocably waives, relinquishes and releases the General Atlantic Indemnitors from any and all claims against the General Atlantic Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof related to the Partnership’s obligations set forth in clauses (i) and (ii) in this Section 7.7.C. The Partnership further agrees that no advancement or payment by the General Atlantic Indemnitors on behalf of the Specified Directors with respect to any claim for which the Specified Directors have sought indemnification from the Partnership shall affect the foregoing and the General Atlantic Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Directors against the Partnership

D. Insurance. The Partnership may purchase and maintain insurance on behalf of the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Indemnitee or Person against such liability under the provisions of this Agreement.

E. No Personal Liability for Partners. In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

F. Interested Transactions. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

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G. Benefit. The provisions of this Section 7.7 are also for the benefit of the Indemnitees, their employees, officers, directors, trustees, heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7, or any provision hereof, shall be prospective only and shall not in any way affect the limitation on the Partnership’s liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or related to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

H. Indemnification Payments Not Distributions. If and to the extent any payments to the General Partner pursuant to this Section 7.7 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

I. Exception to Indemnification. Notwithstanding anything to the contrary in this Agreement, the General Partner shall not be entitled to indemnification hereunder for any loss, claim, damage, liability or expense for which the General Partner is obligated to indemnify the Partnership under any other agreement between the General Partner and the Partnership.

Section 7.8 Liability of the General Partner

A. General. Notwithstanding anything to the contrary set forth in this Agreement, the General Partner (which for the purposes of this Section 7.8 shall include the directors, trustees and officers of the General Partner) shall not be liable for monetary or other damages to the Partnership, any Partners or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission unless the General Partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

B. Obligation to Consider Interests of General Partner Entity. The Limited Partners expressly acknowledge that the General Partner, in considering whether to dispose of any of the Partnership assets, shall take into account the tax consequences to the General Partner Entity of any such disposition and shall have no liability whatsoever to the Partnership or any Limited Partner for decisions that are based upon or influenced by such tax consequences.

C. No Obligation to Consider Separate Interests of Limited Partners or Shareholders. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, its equityholders its equityholders (and, to the extent separate, the equityholders of the General Partner Entity), and the equityholders of the Limited Partners, and that, except as otherwise set forth herein, the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or

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Assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or other damages for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with any decisions or actions made or taken or declined to be made or taken, provided that the General Partner Entity has acted in good faith and pursuant to its authority under this Agreement and any decisions or actions taken or not taken in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise.

D. Actions of Agents. Subject to its obligations and duties as General Partner set forth in Section 7.1.A, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

E. Effect of Amendment. Notwithstanding any other provision contained herein, any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

F. Limitations of Fiduciary Duty. Sections 7.1.B, 7.1.E and this Section 7.8 and any other Section of this Agreement limiting the liability of the General Partner and/or its trustees, directors and officers shall constitute an express limitation of any duties, fiduciary or otherwise, that they would owe the Partnership or the Limited Partners if such duty would be imposed by any law, in equity or otherwise.

Section 7.9 Other Matters Concerning the General Partner

A. Reliance on Documents. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

B. Reliance on Advisors. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

C. Action Through Agents. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty that is permitted or required to be done by the General Partner hereunder.

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D. Actions to Maintain REIT Status or Avoid Taxation of the General Partner Entity. Notwithstanding any other provisions of this Agreement or the Act, if the General Partner Entity attempts to qualify as a REIT, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner Entity to qualify as a REIT or (ii) to allow the General Partner Entity to avoid incurring any liability for taxes under Section 857 or 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

Section 7.10 Reliance by Third Parties

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Section 7.11 Loans by Third Parties

The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any acquisition of property and any borrowings from, or guarantees of Debt of the General Partner or any of its Affiliates) with any Person upon such terms as the General Partner determines appropriate.

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ARTICLE VIII

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.1 Limitation of Liability

The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement, including Section 10.5, or under the Act.

Section 8.2 Management of Business

No Limited Partner or Assignee (other than the General Partner, any of its Affiliates, or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

Section 8.3 Outside Activities of Limited Partners

Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.B hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, any Limited Partner (other than the General Partner) and any officer, director, manager, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct or indirect competition with the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner, officer, director, manager, employee, agent, trustee, Affiliate, member, shareholder or Assignee of any Limited Partner. None of the Limited Partners (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner to the extent expressly provided herein), and no Person (other than the General Partner) shall have any obligation pursuant to this Agreement to offer any interest in any such business venture to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

Section 8.4 Return of Capital

Except pursuant to the right of redemption set forth in Section 8.6, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided

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herein. No Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return of Capital Contributions (except as permitted by Section 4.2.A) or, except to the extent provided by Exhibit C or as permitted by Sections 4.2.A, 5.1.B(i), 6.1.A and 6.1.B, or otherwise expressly provided in this Agreement, as to profits, losses, distributions or credits.

Section 8.5 Rights of Limited Partners Relating to the Partnership

A. General. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.D, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense:

(1) to obtain a copy of the Partnership’s U.S. federal, state and local income tax returns for each Fiscal Year;

(2) to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(3) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;

(4) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each Partner became a Partner; and

(5) other information regarding the affairs of the Partnership as is just and reasonable.

B. Notice of Conversion Factor. The Partnership shall notify each Limited Partner upon request (i) of the then current Conversion Factor and (ii) of any changes to the Conversion Factor.

C. Notice of Extraordinary Transaction of the General Partner Entity. Prior to making any extraordinary distributions of cash or property to its shareholders or effecting an Extraordinary Transaction, the General Partner Entity shall provide written notice to the Limited Partners of its intention to effect such distribution or Extraordinary Transaction at least twenty (20) Business Days (or such shorter period determined by the General Partner Entity in its sole and absolute discretion) prior to the record date to determine shareholders eligible to receive distribution or to vote upon such Extraordinary Transaction (or, if no such record date is applicable, at least twenty (20) Business Days (or such shorter period determined by the General Partner Entity in its sole and absolute discretion) before consummation of such distribution). This provision for such notice shall not be deemed (i) to permit any transaction that otherwise is prohibited by this Agreement or requires a Consent of the Partners or (ii) to require a Consent on the part of any one or more of the Limited

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Partners to a transaction that does not otherwise require Consent under this Agreement. Each Limited Partner agrees, as a condition to the receipt of the notice pursuant hereto, to keep confidential the information set forth therein until such time as the General Partner Entity has made public disclosure thereof, to use such information during such period of confidentiality solely for purposes of determining whether to exercise the Redemption Right (if applicable) and to execute a confidentiality agreement provided by the General Partner Entity; provided, however, that a Limited Partner may disclose such information to its attorney, accountant and/or financial advisor for purposes of obtaining advice with respect to such exercise so long as such attorney, accountant and/or financial advisor agrees to receive and hold such information subject to this confidentiality requirement.

D. Confidentiality. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership is required by law or by agreements with unaffiliated third parties to keep confidential, provided, however, that this Section 8.5.D shall not affect the notice requirements set forth in Section 8.5.C.

Section 8.6 Redemption Right

A. General. (i) Subject to Section 8.6.C and Section 11.6.E, and except as required by Section 8.6.B(iv), at any time on or after one year following the later of (a) the beginning of the first full calendar month following the first date on which the common shares of the General Partner Entity are Publicly Traded or (b) the date of the initial issuance thereof (which, in the event of the transfer of a Class A Unit or Class B Unit, shall be deemed to be the date that the Class A Unit or such Class B Unit, as the case may be, was issued to the original recipient thereof for purposes of this Section 8.6), the holder of a Class A Unit or a Class B Unit (if other than the General Partner Entity or any Subsidiary of the General Partner Entity) shall have the right (the “Redemption Right”) to require the Partnership to redeem such Partnership Unit, with such redemption to occur on the Specified Redemption Date and at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership. Any such Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner Entity) by the holder of the Partnership Units who is exercising the Redemption Right (the “Redeeming Partner”). A Limited Partner may exercise the Redemption Right from time to time, without limitation as to frequency, with respect to part or all of the Partnership Units that it owns, as selected by the Limited Partner, provided, however, that a Limited Partner may not exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units of a particular class unless such Redeeming Partner then holds fewer than one thousand (1,000) Partnership Units in that class, in which event the Redeeming Partner must exercise the Redemption Right for all of the Partnership Units held by such Redeeming Partner in that class, and provided further that, with respect to a Limited Partner which is an entity, such Limited Partner may exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units without regard to whether or not such Limited Partner is exercising the Redemption Right for all of the Partnership Units held by such Limited

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Partner as long as such Limited Partner is exercising the Redemption Right on behalf of one or more of its equity owners in respect of one hundred percent (100%) of such equity owners’ interests in such Limited Partner. For purposes hereof, a Class A Unit issued upon conversion of a Class B Unit shall be deemed to have been issued when the Class B Unit was issued.

(ii) The Redeeming Partner shall have no right with respect to any Partnership Units so redeemed to receive any distributions paid in respect of a Partnership Record Date for distributions in respect of Partnership Units after the Specified Redemption Date with respect to such Partnership Units.

(iii) The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner’s Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner.

(iv) Notwithstanding the foregoing, and subject to Section 8.6.B(iv), if the General Partner Entity provides notice to the Limited Partners pursuant to Section 8.5.C hereof, the Redemption Right shall be exercisable, without regard to whether the Partnership Units have been outstanding for any specified period, during the period commencing on the date on which the General Partner Entity provides such notice and ending on the record date to determine shareholders eligible to receive such distribution or participate in such Extraordinary Transaction. If this subparagraph (iv) applies, the Specified Redemption Date is the date on which the Partnership and the General Partner receive notice of exercise of the Redemption Right, rather than ten (10) Business Days after receipt of the Notice of Redemption.

B. General Partner Entity Assumption of Redemption Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the organizational documents of the General Partner, or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares duly authorized, validly issued, fully paid and nonassessable and if applicable, free and clear of any pledge, lien, encumbrance or restriction, other than those provided in the organizational documents of the General Partner Entity, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Shares entered into by the Redeeming Partner, and shall bear a legend in form and substance determined by the General Partner Entity. Upon such payment by the General Partner Entity, the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all

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purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner Entity, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for U.S. federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner Entity.

(ii) If the General Partner Entity determines that the General Partner Entity shall pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner.

(iii) Each Redeeming Partner agrees to execute such documents or provide such information or materials as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

(iv) Notwithstanding anything to the contrary set forth in this Section 8.6, but subject to Section 8.6.C and Section 11.6.E, in the event of an Extraordinary Transaction, unless the Redemption Rights with respect to any Partnership Units have been earlier exercised in accordance with the other provisions of this Section 8.6, the General Partner shall have the right, exercisable in its sole and absolute discretion by written notice to the Limited Partners, no later than the date on which the Extraordinary Transaction is consummated, to require (x) the Redemption Rights of all Limited Partners to be deemed to be automatically exercised, (y) the General Partner Entity to be deemed to have elected to assume the obligation to satisfy all such Redemption Rights by payment of applicable Share Amounts, all without regard to whether the Partnership Units have been outstanding for any specified period, and (z) the Specified Redemption Date in such case shall be deemed to be the date on which the Extraordinary Transaction is consummated, rather than ten (10) Business Days after receipt of the Notice of Redemption. Provided that the General Partner exercises the right provided in this paragraph, the requirement set forth in Section 11.2.B(ii) shall be deemed to have been met with respect to such Extraordinary Transaction.

C. Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Sections 8.6.A and 8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date would (i) be prohibited under the restrictions on the ownership or transfer of

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Shares in the organizational documents of the General Partner (or, if the General Partner is not the General Partner Entity, the organizational documents of the General Partner Entity), (iii) be prohibited under applicable federal or state securities laws or regulations (in each case regardless of whether the General Partner Entity would in fact assume and satisfy the Redemption Right), (iii) without limiting the foregoing, result in the General Partner’s Shares being owned by fewer than 100 persons (determined without reference to rules of attribution), (iv) without limiting the foregoing, result in the Partnership being “closely held” within the meaning of Section 856(h) of the Code or cause the General Partner to own, actually or constructively, ten percent (10%) or more of the ownership interests in a tenant of the General Partner, the Partnership or a subsidiary of the Partnership’s real property within the meaning of Section 856(d)(2)(B) of the Code, and (v) without limiting the foregoing, cause the acquisition of the Shares by the Redeeming Partner to be “integrated” with any other distribution of Shares for purposes of complying with the registration provision of the Securities Act, as amended. Notwithstanding the foregoing, the General Partner may, in its sole and absolute discretion, waive such prohibition set forth in this Section 8.6.C.

D. No Liens on Partnership Units Delivered for Redemption. Each Limited Partner covenants and agrees that all Partnership Units delivered for redemption shall be delivered to the Partnership or the General Partner Entity, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither the General Partner Entity nor the Partnership shall be under any obligation to acquire Partnership Units which are or may be subject to any liens. Each Limited Partner further agrees that, if any Federal, state or local tax is payable as a result of the transfer of its Partnership Units to the Partnership or the General Partner Entity, such Limited Partner shall assume and pay such transfer tax.

E. Additional Partnership Interests; Modification of Holding Period. If the Partnership issues Partnership Interests to any Additional Limited Partner pursuant to Article IV, the General Partner may make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such Partnership Interests (including setting forth any restrictions on the exercise of the Redemption Right with respect to such Partnership Interests which differ from those set forth in this Agreement); provided, however, that no such revisions shall materially adversely affect the rights of any other Limited Partner to exercise its Redemption Right without that Limited Partner’s prior written consent. In addition, the General Partner may, with respect to any holder or holders of Partnership Units, at any time and from time to time, as it shall determine in its sole and absolute discretion, (i) reduce or waive the length of the period prior to which such holder or holders may not exercise the Redemption Right or (ii) reduce or waive the length of the period between the exercise of the Redemption Right and the Specified Redemption Date.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1 Records and Accounting

The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including, without limitation, all books and records necessary to provide to the Limited Partners any information, lists

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and copies of documents required to be provided pursuant to Section 9.3. Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device, provided, however, that the records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles.

Section 9.2 Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

Section 9.3 Reports

A. Annual Reports. As soon as practicable, but in no event later than the date on which the General Partner Entity mails its annual report to its shareholders, the General Partner Entity shall cause to be mailed to each Limited Partner an annual report, as of the close of the most recently ended Fiscal Year, containing financial statements of the Partnership, or of the General Partner Entity (and, if different, the General Partner) if such statements are prepared on a consolidated basis with the Partnership, for such Fiscal Year, presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally recognized “Big Four” firm of independent public accountants selected by the General Partner Entity.

B. Quarterly Reports. If and to the extent that the General Partner Entity mails quarterly reports to its shareholders, as soon as practicable, but in no event later than the date on such reports are mailed, the General Partner Entity shall cause to be mailed to each Limited Partner a report containing unaudited financial statements, as of the last day of such fiscal quarter, of the Partnership, or of the General Partner Entity (and, if different, the General Partner) if such statements are prepared on a consolidated basis with the Partnership, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate.

ARTICLE X

TAX MATTERS

Section 10.1 Preparation of Tax Returns

The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

Section 10.2 Tax Elections

A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code

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(including the election under Section 754 of the Code). The General Partner shall have the right to seek to revoke any such election upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.

B. Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to LTIP Units and any interest in the Partnership transferred to, or for the benefit of, a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The Tax Matters Partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners. The Partnership and the Partners (including any person to whom an LTIP Unit or other interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation § 1.83-3, including amending this Agreement.

Section 10.3 Tax Matters Partner

A. General. The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address, taxpayer identification number and profit interest of each of the Limited Partners and any Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners.

B. Powers. The tax matters partner is authorized, but not required:

(1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a “notice partner” (as defined in Section 6231(a)(8) of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

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(2) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “final adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(3) to intervene in any action brought by any other Partner for judicial review of a final adjustment;

(4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(5) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item;

(6) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding, to the extent permitted by applicable law or regulations; and

(7) to take any other action required by the Code and Regulations in connection with its role as tax matters partner.

The taking of any action and the incurring of any expense by the tax matters partner in connection with any such audit or proceeding referred to in clause (6) above, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 shall be fully applicable to the tax matters partner in its capacity as such.

C. Reimbursement. The tax matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm and/or law firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Section 10.4 Organizational Expenses

The Partnership shall elect to deduct expenses as provided in Section 709 of the Code.

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Section 10.5 Withholding

Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of U.S. federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any cash or property distributable, allocable or otherwise transferred to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Section 1441, 1442, 1445, or 1446 of the Code. Any amount withheld with respect to a Limited Partner pursuant to this Section 10.5 shall be treated as paid or distributed, as applicable, to such Limited Partner for all purposes under this Agreement. Any amount paid on behalf of or with respect to a Limited Partner, in excess of any such withheld amount, shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a distribution which would otherwise be made to the Limited Partner or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed or otherwise paid to such Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Partnership Interest to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.5. Any amounts payable by a Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four (4) percentage points (but not higher than the maximum rate that may be charged under applicable law) from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request to perfect or enforce the security interest created hereunder.

ARTICLE XI

TRANSFERS AND WITHDRAWALS

Section 11.1 Transfer

A. Definition. The term “transfer,” when used in this Article XI with respect to a Partnership Interest or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person or by which a Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. The term “transfer” when used in this Article XI does not include any redemption or repurchase of Partnership Units by the Partnership from a Partner or acquisition of Partnership Units from a Limited Partner by the General Partner Entity pursuant to Section 8.6 or otherwise. No part of the interest of a Limited Partner shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement.

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B. General. No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article XI. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article XI shall be null and void.

Section 11.2 Transfers of Partnership Interests of General Partner

A. General. The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.2.B, (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the shareholders of the General Partner prior to such transaction, or (iii) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as the General Partner except in connection with a transaction permitted under Section 11.2.B or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.2.A or as otherwise expressly permitted under this Agreement.

B. Termination Transaction. The General Partner Entity shall not engage in any merger (including, without limitation, a triangular merger), consolidation or other combination with or into another Person (other than any transaction permitted by Section 11.2.A), sale of all or substantially all of its assets or any reclassification, recapitalization or other similar change in the outstanding Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”) (“Termination Transaction”), unless: (i) the Termination Transaction has been approved by the Consent of Partners holding Partnership Interests representing more than fifty percent (50%) of the Percentage Interest of the Class A Units (including Class A Units held by the General Partner), and (ii) all Partners either will receive, or will have the right to receive, in connection with the Termination Transaction, for each Partnership Unit, an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of Shares, if any, corresponding to such Unit in consideration of one such Share at any time during the period from and after the date on which the Termination Transaction is consummated; provided, however, that, if in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the percentage required for the approval of mergers under the organizational documents of the General Partner Entity, each holder of Partnership Units shall receive, or shall have the right to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised the Redemption Right and received Shares in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer.

C. Creation of New General Partner. The General Partner shall not enter into an agreement or other arrangement providing for or facilitating the creation of a general partner of the Partnership other than the General Partner Entity, unless the successor general partner executes and

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delivers a counterpart to this Agreement pursuant to which such successor general partner agrees to be fully bound by all of the terms and conditions contained herein that are applicable to the General Partner or General Partner Entity.

Section 11.3 Limited Partners’ Rights to Transfer

A. General. Except to the extent expressly permitted in Sections 11.3.B and 11.3.C or in connection with the exercise of a Redemption Right pursuant to Section 8.6, a Limited Partner may not transfer any portion of its Partnership Interest, or any of such Limited Partner’s rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be withheld in the General Partner’s sole and absolute discretion. Any transfer otherwise permitted under Sections 11.3.B and 11.3.C shall be subject to the conditions set forth in Section 11.3.D and 11.3.E, and all permitted transfers shall be subject to Section 11.5 and Section 11.6. Notwithstanding anything to the contrary set forth in this Section 11.3, no Limited Partner may transfer any LTIP Units without the consent of the General Partner.

B. Incapacitated Limited Partner. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partner, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

C. Permitted Transfers. A Limited Partner may transfer, with or without the consent of the General Partner, all or a portion of its Partnership Interest (other than LTIP Units) (i) in the case of a Limited Partner who is an individual, to a member of his Immediate Family, any trust formed for the benefit of himself and/or members of his Immediate Family, or any partnership, limited liability company, joint venture, corporation or other business entity comprised only of himself and/or members of his Immediate Family and entities the ownership interests in which are owned by or for the benefit of himself and/or members of his Immediate Family, (ii) in the case of a Limited Partner which is a trust, to the beneficiaries of such trust, (iii) in the case of a Limited Partner which is a partnership, limited liability company, joint venture, corporation or other business entity to which Units were transferred pursuant to clause (i) above, to its partners, owners or shareholders, as the case may be, who are members of the Immediate Family of or are actually the Person(s) who transferred Partnership Units to it pursuant to clause (i) above, (iv) in the case of a Limited Partner which acquired Partnership Units as of the date hereof and which is a partnership, limited liability company, joint venture, corporation or other business entity, to its partners, owners, shareholders or Affiliates thereof, as the case may be, or the Persons owning the beneficial interests in any of its partners, owners or shareholders or Affiliates thereof (it being understood that this clause (iv) will apply to all of each Person’s Interests whether the Partnership Units relating thereto were acquired on the date hereof or hereafter), (v) in the case of a Limited Partner which is a partnership, limited liability company, joint venture, corporation or other business entity other than any of the foregoing described in clause (iii) or (iv), in accordance with the terms of any agreement between such Limited Partner and the Partnership pursuant to which such Partnership Interest was issued, (vi) pursuant to a gift or other transfer without consideration, (vii) pursuant to applicable laws of descent or

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distribution, (viii) to another Limited Partner, and (ix) pursuant to a grant of security interest or other encumbrance thereof effectuated in a bona fide pledge transaction with a bona fide financial institution as a result of the exercise of remedies related thereto, subject to the provisions of Section 11.3.E hereof. A trust or other entity will be considered formed “for the benefit” of a Partner’s Immediate Family even though some other Person has a remainder interest under or with respect to such trust or other entity.

D. No Transfers Violating Securities Laws. The General Partner may prohibit any transfer of Partnership Units by a Limited Partner unless it receives a written opinion of legal counsel (which opinion and counsel shall be reasonably satisfactory to the Partnership) to such Limited Partner to the effect that such transfer would not require filing of a registration statement under the Securities Act or would not otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Unit or, at the option of the Partnership, an opinion of legal counsel to the Partnership to the same effect.

E. No Transfers to Holders of Nonrecourse Liabilities. No pledge or transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan otherwise constitutes a Nonrecourse Liability unless (i) the General Partner is provided prior written notice thereof and (ii) the lender enters into an arrangement with the Partnership and the General Partner to exchange or redeem for the Redemption Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

Section 11.4 Substituted Limited Partners

A. Consent of General Partner. No Limited Partners shall have the right to substitute a transferee as a Limited Partner in its place. The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership, the General Partner or any Partner. The General Partner hereby grants its consent to the admission as a Substituted Limited Partner to any bona fide financial institution that loans money or otherwise extends credit to a holder of Partnership Units (other than LTIP Units) and thereafter becomes the owner of such Partnership Units pursuant to the exercise by such financial institution of its rights under a pledge of such Partnership Units granted in connection with such loan or extension of credit.

B. Rights of Substituted Partner. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article XI shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be conditioned upon the transferee executing and delivering to the Partnership an acceptance of all the terms and conditions of this Agreement (including, without limitation, the provisions of Section 15.11) and such other documents or instruments as may be required to effect the admission.

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C. Partner Registry. Upon the admission of a Substituted Limited Partner, the General Partner shall update the Partner Registry in the books and records of the Partnership as it deems necessary to reflect such admission in the Partner Registry.

Section 11.5 Assignees

If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Section 11.6 General Provisions

A. Withdrawal of Limited Partner. No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s Partnership Units in accordance with this Article XI, or pursuant to redemption of all of its Partnership Units under Section 8.6.

B. Termination of Status as Limited Partner. Any Limited Partner who shall transfer all of its Partnership Units in a transfer permitted pursuant to this Article XI or pursuant to redemption of all of its Partnership Units under Section 8.6 shall cease to be a Limited Partner.

C. Timing of Transfers. Transfers pursuant to this Article XI may only be made upon ten (10) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

D. Allocations. If any Partnership Interest is transferred during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article XI or redeemed or transferred pursuant to Section 8.6, Net Income, Net Losses, each item thereof and all other items attributable to such interest for such fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the fiscal year in accordance with Section 706(d) of the Code and corresponding Regulations, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly, or a monthly proration period, in which event Net Income, Net Losses, each

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item thereof and all other items attributable to such interest for such fiscal year shall be prorated based upon the applicable method selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which the transfer or redemption occurs shall be allocated to the Person who is a Partner as of midnight on the last day of said month. All distributions of Available Cash attributable to any Partnership Unit with respect to which the Partnership Record Date is before the date of such transfer, assignment or redemption shall be made to the transferor Partner or the Redeeming Partner, as the case may be, and, in the case of a transfer or assignment other than a redemption, all distributions of Available Cash thereafter attributable to such Partnership Unit shall be made to the transferee Partner.

E. Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in the Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership there is a significant risk that such transfer would cause a termination of the Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Partnership Units held by all Limited Partners other than the General Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the Partnership, there is a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Limited Partners other than the General Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided, however, that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Partnership or the activities of the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the General Partner Entity attempts to qualify as a REIT and, in the opinion of legal counsel for the Partnership, there is a risk that such transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 and Section 4981 of the Code.

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F. Avoidance of “Publicly Traded Partnership” Status. The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Redemption Right in accordance with the terms of Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

ARTICLE XII

ADMISSION OF PARTNERS

Section 12.1 Admission of a Successor General Partner

A successor to all of the General Partner’s General Partner Interest pursuant to Section 11.2 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective upon such transfer. Any such successor shall carry on the business of the Partnership without dissolution. In such case, the admission shall be subject to such successor General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission.

Section 12.2 Admission of Additional Limited Partners

A. General. No Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent shall be given or withheld in the General Partner’s sole and absolute discretion. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement or who exercises an option to receive Partnership Units shall be admitted to the Partnership as an Additional Limited Partner only with the consent of the General Partner and only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 15.11 and (ii) such other documents or instruments as may be required in the discretion of the General Partner to effect such Person’s admission as an Additional Limited Partner. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.

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B. Allocations to Additional Limited Partners. If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Fiscal Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Fiscal Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration method, in which event Net Income, Net Losses, and each item thereof would be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner.

Section 12.3 Amendment of Agreement and Certificate of Limited Partnership

For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment to the Partner Registry) and, if required by law, shall prepare and file an amendment to the Certificate of Limited Partnership and may for this purpose exercise the power of attorney granted pursuant to Section 15.11 hereof.

ARTICLE XIII

DISSOLUTION AND LIQUIDATION

Section 13.1 Dissolution

The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (“Liquidating Events”):

(i) an event of withdrawal of the General Partner (other than an event of bankruptcy), unless within ninety (90) days after the withdrawal, the Consent of the Outside Limited Partners to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner is obtained;

(ii) an election to dissolve the Partnership made by the General Partner in its sole and absolute discretion;

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(iii) entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;

(iv) the sale of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities; or

(v) a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or at the time of the entry of such order or judgment, the Consent of the Partners holding more than 50% of the Percentage Interests represented by the Class A Units is obtained to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner.

Section 13.2 Winding Up

A. General. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. The General Partner (or, if there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners (the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include equity or other securities of the General Partner or any other entity) shall be applied and distributed in the following order:

(1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;

(2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner;

(3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the Limited Partners;

(4) Fourth, to the holders of Partnership Interests that are entitled to any preference in distribution upon liquidation in accordance with the rights of any such class or series of Partnership Interests (and, within each such class or series, to each holder thereof pro rata based on its Percentage Interest in such class); and

(5) Fifth, the balance, if any, to the Partners, including without limitation the holders of the Vested Class RS LTIP Units and the Vested Class O LTIP Units, in proportion to their respective positive Capital Account balances, determined after giving effect to all contributions, distributions, and allocations for all periods.

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The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XIII.

B. Deferred Liquidation. Notwithstanding the provisions of Section 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or distribute to the Partners, in lieu of cash, in accordance with the provisions of Section 13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Section 13.3 Compliance with Timing Requirements of Regulations; Restoration of Deficit Capital Accounts

A. Timing of Distributions. If the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made under this Article XIII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). In the discretion of the General Partner a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article XIII may be: (A) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership (in which case the assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement); or (B) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, however, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

B. Restoration of Deficit Capital Accounts Upon Liquidation of the Partnership. If any Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation

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occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except as otherwise set forth in this Section 13.3.B, or as otherwise expressly agreed in writing by the affected Partner and the Partnership after the date hereof. Notwithstanding the foregoing, (i) if the General Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Partnership years or portions thereof, including the year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3); (ii) if a DRO Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Partnership Years or portions thereof, including the year during which such liquidation occurs), such DRO Partner shall be obligated to make a contribution to the Partnership with respect to any such deficit balance in such DRO Partner’s Capital Account upon a liquidation of the Partnership in an amount equal to the lesser of such deficit balance or such DRO Partner’s DRO Amount; and (iii) the first sentence of this Section 13.3.B shall not apply with respect to any other Partner to the extent, but only to such extent, that such Partner previously has agreed in writing, with the consent of the General Partner, to undertake an express obligation to restore all or any portion of a deficit that may exist in its Capital Account upon a liquidation of the Partnership. No Limited Partner shall have any right to become a DRO Partner, to increase its DRO Amount, or otherwise agree to restore any portion of any deficit that may exist in its Capital Account without the express written consent of the General Partner, in its sole and absolute discretion. Any contribution required of a Partner under this Section 13.3.B. shall be made on or before the later of (i) the end of the Partnership Year in which the interest is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation. The proceeds of any contribution to the Partnership made by a DRO Partner with respect to a deficit in such DRO Partner’s Capital Account balance shall be treated as a Capital Contribution by such DRO Partner and the proceeds thereof shall be treated as assets of the Partnership to be applied as set forth in Section 13.2.A.

C. Restoration of Deficit Capital Accounts Upon a Liquidation of a Partner’s Interest by Transfer. If a DRO Partner’s interest in the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) (other than in connection with a liquidation of the Partnership) which term shall include a redemption by the Partnership of such DRO Partner’s interest upon exercise of the Redemption Right, and such DRO Partner is designated on Exhibit E as Part II DRO Partner, such DRO Partner shall be required to contribute cash to the Partnership equal to the lesser of (i) the amount required to increase its Capital Account balance as of such date to zero, or (ii) such DRO Partner’s DRO Amount. For this purpose, (i) the DRO Partner’s deficit Capital Account balance shall be determined by taking into account all contributions, distributions, and allocations for the portion of the Fiscal Year ending on the date of the liquidation or redemption, and (ii) solely for purposes of determining such DRO Partner’s Capital Account balance, the General Partner shall re-determine the Carrying Value of the Partnership’s assets on such date based upon the principles set forth in Sections 1.D.(3) and (4) of Exhibit B hereto, and shall take into account the DRO Partner’s allocable share of any Unrealized Gain or Unrealized Loss resulting from such redetermination in determining the balance of its Capital Account. The amount of any payment required hereunder shall be due and payable within the time period specified in the second to last sentence of Section 13.3.B.

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D. Effect of the Death of a DRO Partner. After the death of a DRO Partner who is an individual, the executor of the estate of such DRO Partner may elect to reduce (or eliminate) the DRO Amount of such DRO Partner. Such elections may be made by such executor by delivering to the General Partner within two hundred and seventy (270) days of the death of such Limited Partner, a written notice setting forth the maximum deficit balance in its Capital Account that such executor agrees to restore under this Section 13.3, if any. If such executor does not make a timely election pursuant to this Section 13.3 (whether or not the balance in the applicable Capital Account is negative at such time), then the DRO Partner’s estate (and the beneficiaries thereof who receive distributions of Partnership Interests therefrom) shall be deemed a DRO Partner with a DRO Amount in the same amount as the deceased DRO Partner. Any DRO Partner which itself is a partnership for U.S. federal income tax purposes may likewise elect, after the date of its partner’s death to reduce (or eliminate) its DRO Amount by delivering a similar notice to the General Partner within the time period specified above, and in the absence of any such notice the DRO Amount of such DRO Partner shall not be reduced to reflect the death of any of its partners.

Section 13.4 Rights of Limited Partners

Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise expressly provided in this Agreement, no Limited Partner shall have priority over any other Limited Partner as to the return of its Capital Contributions, distributions, or allocations.

Section 13.5 Notice of Dissolution

If a Liquidating Event occurs or an event occurs that would, but for provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner).

Section 13.6 Cancellation of Certificate of Limited Partnership

Upon the completion of the liquidation of the Partnership cash and property as provided in Section 13.2, the Partnership shall be terminated and the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 13.7 Reasonable Time for Winding Up

A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2, to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect among the Partners during the period of liquidation.

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Section 13.8 Waiver of Partition

Each Partner hereby waives any right to partition of the Partnership property.

Section 13.9 Liability of Liquidator

The Liquidator shall be indemnified and held harmless by the Partnership in the same manner and to the same degree as an Indemnitee may be indemnified pursuant to Section 7.7.

ARTICLE XIV

AMENDMENT OF PARTNERSHIP

AGREEMENT; MEETINGS

Section 14.1 Amendments

A. General. The General Partner’s prior written consent shall be required to amend or waive any provisions of this Agreement. The General Partner, without consent of the Limited Partners, may amend this Agreement in any respect; provided, however, that the following amendments shall require Consent of the Outside Limited Partners:

(i) any amendment to Section 8.6, its related defined terms or otherwise affecting the operation of the Conversion Factor or the Redemption Right, except as permitted pursuant to Section 8.6.E, in each case in a manner that adversely affects the Limited Partners in any material respects;

(ii) any amendment to Article V, its related defined terms or otherwise affecting the rights of the Limited Partners to receive the distributions payable to them hereunder, other than in connection with the creation or issuance of new or additional Partnership Interests pursuant to Section 4.2 and except as permitted pursuant to Section 4.2 and Section 5.4, in each case in a manner that adversely affects the Limited Partners in any material respects;

(iii) any amendment to Article VI, its related defined terms or otherwise that would materially alter the Partnership’s allocation of Profit and Loss to the Limited Partners, other than in connection with the creation or issuance of new or additional Partnership Interests pursuant to Section 4.2 and except as permitted pursuant to Section 6.2;

(iv) any amendment that would (x) convert a Limited Partner’s interest in the Partnership into a general partner’s interest, (y) modify the limited liability of a Limited Partner, or (z) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, or

(v) any amendment to Section 4.2.A (proviso only), Section 7.5, Section 11.2, Section 11.3 and this Article XIV, in each case together with their related defined terms.

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B. The General Partner shall notify the Limited Partners in writing of any amendment or waiver not requiring the Consent of the Outside Limited Partners made pursuant to Section 14.1.A in the next regular communication to the Limited Partners or within ninety (90) days of such amendment, whichever is earlier. For any amendment or waiver requiring the Consent of the Outside Limited Partners pursuant to Section 14.1.A, the General Partner shall seek the written Consent of the Partners as set forth in Section 14.2 on such proposed amendments or waivers or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written Consent, the General Partner may require a response within a reasonable specified time, but not less than seven (7) days, and failure to respond in such time period shall constitute a vote in favor of the recommendation of the General Partner. Any such proposed amendment or waiver shall be adopted and be effective as an amendment or waiver hereto if it is approved by the General Partner and receives the Consent of the Outside Limited Partners, as applicable, in accordance with Sections 14.1.A.

C. Amendment and Restatement of Partner Registry Not an Amendment. Notwithstanding anything in this Article XIV or elsewhere in this Agreement to the contrary, any amendment and restatement of the Partner Registry by the General Partner to reflect events or changes otherwise authorized or permitted by this Agreement shall not be deemed an amendment of this Agreement and may be done at any time and from time to time, as determined by the General Partner without the Consent of the Outside Limited Partners and without any notice requirement.

Section 14.2 Meetings of the Partners

A. General. Meetings of the Partners may be called by the General Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.A. Except as otherwise expressly provided in this Agreement, the Consent of holders of Partnership Interests representing a majority of the Percentage Interests of the Class A Units shall control (including Class A Units held by the General Partner).

B. Actions Without a Meeting. Except as otherwise expressly provided by this Agreement, any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by Partners holding Partnership Interests representing more than fifty percent (50%) (or such other percentage as is expressly required by this Agreement) of the Percentage Interest of the Class A Units (including Class A Units held by the General Partner). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Partners. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the date on which written consents from the Partners holding the required Percentage Interest of the Class A Units have been filed with the General Partner.

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C. Proxy. Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice thereof.

D. Votes. On matters on which Limited Partners are entitled to vote, each Limited Partner shall have the number of votes equal to the number of Class A Units held.

E. Conduct of Meeting. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deem appropriate.

ARTICLE XV

GENERAL PROVISIONS

Section 15.1 Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication (including, but not limited to, via e-mail) to the Partner or Assignee at the address set forth in the Partner Registry or such other address as the Partners shall notify the General Partner in writing.

Section 15.2 Titles and Captions

All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” “Sections” and “Exhibits” are to Articles, Sections and Exhibits of this Agreement.

Section 15.3 Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.4 Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

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Section 15.5 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.6 Creditors

Other than as expressly set forth herein with regard to any Indemnitee, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 15.7 Waiver

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

Section 15.8 Counterparts

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 15.9 Applicable Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Section 15.10 Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.11 Power of Attorney

A. General. Each Limited Partner and each Assignee who accepts Partnership Units (or any rights, benefits or privileges associated therewith) is deemed to irrevocably constitute and appoint the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(1) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other instruments (including, without

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limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements thereof) that the General Partner or any Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property, (b) all instruments that the General Partner or any Liquidator deem appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms, (c) all conveyances and other instruments or documents that the General Partner or any Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation, (d) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article XI, XII or XIII hereof or the Capital Contribution of any Partner and (e) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Partnership Interests; and

(2) execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement.

Nothing contained in this Section 15.11 shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article XIV hereof or as may be otherwise expressly provided for in this Agreement.

B. Irrevocable Nature. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner or any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Units and shall extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

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Section 15.12 Entire Agreement

This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any prior written oral understandings or agreements among them with respect thereto.

Section 15.13 No Rights as Shareholders

Nothing contained in this Agreement shall be construed as conferring upon the holders of the Partnership Units any rights whatsoever as shareholders of the General Partner Entity, including, without limitation, any right to receive dividends or other distributions made to shareholders of the General Partner Entity, or to vote or to consent or receive notice as shareholders in respect to any meeting of shareholders for the election of trustees (or directors, if applicable) of the General Partner Entity or any other matter.

Section 15.14 Limitation to Preserve REIT Status

If the General Partner Entity attempts to qualify as a REIT, to the extent that any amount paid or credited to the General Partner Entity or any of its officers, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Section 856(c)(2) or 856(c)(3) of the Code (a “General Partner Payment”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payment for any Fiscal Year shall not exceed the lesser of:

(i) an amount equal to the excess, if any, of (a) 4% of the General Partner Entity’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the Fiscal Year which is described in subsections (A) though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or

(ii) an amount equal to the excess, if any of (a) 24% of the General Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the Fiscal Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code;

provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner Entity’s ability to qualify as a REIT. To the extent General Partner Payments

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may not be made in a given Fiscal Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five Fiscal Years, and if not paid within such five Fiscal Year period, shall expire; and provided further that (i) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any, and (ii) with respect to carry over amounts for more than one Fiscal Year, such payments shall be applied to the earliest Fiscal Year first.

[Remainder of page intentionally left blank, signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENERAL PARTNER:

QTS Realty Trust, Inc.

By:

Name:

Title:

LIMITED PARTNERS:

Chad L. Williams

Mark D. Waddington

Quality Investment Group QTS, LLC

By:

Name:

Title:

Quality Investment Group QTS II, LLC

By:

Name:

Title:

Quality Technology Group, LLC

By:

Name:

Title:

S-1

[Signature page continued]

Paradox Partners, LLC

By:

Name:

Title:

John W. Barter

Peter Marino

Shirley E. Goza

S-2

EXHIBIT A

FORM OF PARTNER REGISTRY

	CLASS A, CLASS O AND CLASS RS UNITS
Name and Address of Partner	Partnership Units	Capital Account Balance (as of the date hereof)	Percentage Interest  (1)
GENERAL PARTNER:
QTS Realty Trust, Inc. 12851 Foster Street, Suite 205 Overland Park, Kansas 66213 Attn: Chad L. Williams Facsimile: (913) 312-5519
LIMITED PARTNERS:
[NAME]
[NAME]
[NAME]
TOTAL PARTNERSHIP UNITS	Class A Units			100.000	%
	Class O Units
	Class RS Units

NOTES:

(1) For purposes of this calculation, the Class A Units, Class O Units and Class RS Units are treated as a single class.

Exhibit A-1

EXHIBIT B

CAPITAL ACCOUNT MAINTENANCE

1. Capital Accounts of the Partners

A. The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section l.704-l(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to this Agreement and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1 of the Agreement and Exhibit C thereof, and decreased by (x) the amount of cash or Agreed Value of property actually distributed or deemed to be distributed to such Partner pursuant to this Agreement and (y) all items of Partnership deduction and loss computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1 of the Agreement and Exhibit C thereof.

B. For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Partners’ Capital Accounts, unless otherwise specified in this Agreement, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes determined in accordance with Section 703(a) of the Code (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(1) Except as otherwise provided in Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any adjustments to the adjusted bases of the assets of the Partnership pursuant to Sections 754 of the Code, provided, however, that the amounts of any adjustments to the adjusted bases of the assets of the Partnership made pursuant to Section 734 of the Code as a result of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected in the Partners’ Capital Accounts) shall be reflected in the Capital Accounts of the Partners in the manner and subject to the limitations prescribed in Regulations Section l.704-1(b)(2)(iv)(m)(4).

(2) The computation of all items of income, gain, and deduction shall be made without regard to the fact that items described in Sections 705(a)(l)(B) or 705(a)(2)(B) of the Code are not includible in gross income or are neither currently deductible nor capitalized for federal income tax purposes.

Exhibit B-1

(3) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

(4) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year.

(5) In the event the Carrying Value of any Partnership asset is adjusted pursuant to Section 1.D hereof, the amount of any such adjustment shall be taken into account as gain or loss from the disposition of such asset.

(6) Any items specially allocated under Section 2 of Exhibit C to the Agreement hereof shall not be taken into account.

C. A transferee (including any Assignee) of a Partnership Unit shall succeed to a pro rata portion of the Capital Account of the transferor in accordance with Regulations Section 1.704-1(b)(2)(iv)(l).

D. (1) Consistent with the provisions of Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in Section 1.D(2), the Carrying Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 1.D(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement.

(2) Such adjustments shall be made as of the following times: (a) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) immediately prior to the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; (c) immediately prior to the liquidation of the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); and (d) immediately prior to the issuance of any LTIP Units; provided, however, that adjustments pursuant to clauses (a), (b) and (d) above shall be made only if the General Partner determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership.

(3) In accordance with Regulations Section 1.704- l(b)(2)(iv)(e), the Carrying Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed.

(4) In determining Unrealized Gain or Unrealized Loss for purposes of this Exhibit B, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation

Exhibit B-2

as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of the Agreement, shall be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate fair market value among the assets of the Partnership in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties.

E. The provisions of the Agreement (including this Exhibit B and the other Exhibits to the Agreement) relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification without regard to Article XIV of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article XIII of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section l.704-l(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section l.704-1(b).

2. No Interest

No interest shall be paid by the Partnership on Capital Contributions or on balances in Partners’ Capital Accounts.

3. No Withdrawal

No Partner shall be entitled to withdraw any part of its Capital Contribution or Capital Account or to receive any distribution from the Partnership, except as provided in Articles IV, V, VII and XIII of the Agreement.

Exhibit B-3

EXHIBIT C

SPECIAL ALLOCATION RULES

1. Special Allocation Rules.

Notwithstanding any other provision of the Agreement or this Exhibit C, the following special allocations shall be made in the following order:

A. Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this Exhibit C, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 1.A is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and for purposes of this Section 1.A only, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Exhibit C with respect to such Fiscal Year and without regard to any decrease in Partner Minimum Gain during such Fiscal Year.

B. Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Exhibit C (except Section 1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4). This Section 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Exhibit C with respect to such Fiscal Year, other than allocations pursuant to Section 1.A hereof.

C. Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), l.704-1(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6), and after giving effect to the allocations required

Exhibit C-1

under Sections 1.A and 1.B hereof with respect to such Fiscal Year, such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Fiscal Year) shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 1.C is intended to constitute a “qualified income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

D. Gross Income Allocation. In the event that any Partner has an Adjusted Capital Account Deficit at the end of any Fiscal Year (after taking into account allocations to be made under the preceding paragraphs hereof with respect to such Fiscal Year), each such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Fiscal Year) in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit.

E. Nonrecourse Deductions. Except as may otherwise be expressly provided by the General Partner pursuant to Section 4.2 of the Agreement with respect to other classes of Partnership Units, Nonrecourse Deductions for any Fiscal Year shall be allocated only to the Partners holding Class A Units and Class B Units in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio for such Fiscal Year to the numerically closest ratio which would satisfy such requirements.

F. Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).

G. Adjustments Pursuant to Code Section 734 and Section 743. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

Exhibit C-2

2. Allocations for Tax Purposes

A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes among the Partners as follows:

(1) (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code to take into account the variation between the Section 704(c) Value of such property and its adjusted basis at the time of contribution (taking into account Section 2.C of this Exhibit C); and

(b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

(2) (a) In the case of an Adjusted Property, such items shall

(i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B;

(ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B(1) of this Exhibit C; and

(b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

(3) all other items of income, gain, loss and deduction shall be allocated among the Partners the same manner as their correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

C. To the extent Regulations promulgated pursuant to Section 704(c) of the Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall, subject to any agreements between the Partnership and a Partner have the authority to elect the method to be used by the Partnership and such election shall be binding on all Partners.

Exhibit C-3

EXHIBIT D

NOTICE OF REDEMPTION

The undersigned hereby irrevocably (i) redeems              Partnership Units in QualityTech, LP in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of QualityTech, LP, as amended, and the Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if Shares are to be delivered, such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, free and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as provided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender.

Dated:	Name of Limited Partner:
	(Signature of Limited Partner)
	(Street Address)
	(City)                               (State)                          (Zip Code)
	Signature Guaranteed by:

Exhibit D-1

    IF SHARES ARE TO BE ISSUED, ISSUE TO:

    Name:

    Social Security or tax identifying number:

Exhibit D-2

EXHIBIT E

FORM OF DRO REGISTRY

PART I DRO PARTNERS	DRO AMOUNT
PART II DRO PARTNERS

Exhibit E-1

EXHIBIT F

NOTICE OF ELECTION BY HOLDER TO CONVERT

CLASS RS LTIP UNITS INTO CLASS A UNITS

The undersigned holder of Class RS LTIP Units hereby irrevocably (i) elects to convert              Vested Class RS LTIP Units in QualityTech, LP (the “Partnership”) into Class A Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as may be amended from time to time; and (ii) directs that any cash in lieu of Class A Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants and certifies that the undersigned (a) has title to such Vested Class RS LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power and authority to cause the conversion of such Vested Class RS LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion.

Dated:	Name of Holder:
	(Signature of Holder)
	(Street Address)
	(City)                               (State)                          (Zip Code)
	Signature Guaranteed by:

Ex. F-1

EXHIBIT G

NOTICE OF ELECTION BY PARTNERSHIP TO REQUIRE CONVERSION OF

CLASS RS LTIP UNITS INTO CLASS A UNITS

QualityTech, LP (the “Partnership”) hereby irrevocably elects to cause the number of Class RS LTIP Units held by the holder of Class RS LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as may be amended from time to time.

Name of Holder:

Date of this Notice:

Number of Class RS LTIP Units to be Converted:

Please Print: Exact Name as Registered with Partnership

Ex. G-1

EXHIBIT H

NOTICE OF ELECTION BY HOLDER TO CONVERT

CLASS O LTIP UNITS INTO CLASS A UNITS

The undersigned holder of Class O LTIP Units hereby irrevocably (i) elects to convert              Vested Class O LTIP Units in QualityTech, LP (the “Partnership”) into Class A Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as may be amended from time to time; and (ii) directs that any cash in lieu of Class A Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants and certifies that the undersigned (a) has title to such Vested Class O LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power and authority to cause the conversion of such Vested Class O LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion.

Dated:	Name of Holder:
	(Signature of Holder)
	(Street Address)
	(City)                               (State)                              (Zip Code)
	Signature Guaranteed by:

Ex. G-1

EXHIBIT I

NOTICE OF ELECTION BY PARTNERSHIP TO REQUIRE CONVERSION OF

CLASS O LTIP UNITS INTO CLASS A UNITS

QualityTech, LP (the “Partnership”) hereby irrevocably elects to cause the number of Class O LTIP Units held by the holder of Class O LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as may be amended from time to time.

Name of Holder:

Date of this Notice:

Number of Class O LTIP Units to be Converted:

Please Print: Exact Name as Registered with Partnership

Ex. I-1

EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

(Chad L. Williams)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 15, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”), and Chad L. Williams, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, QTS LLC desires to employ Executive as Chief Executive Officer (“CEO”) of the Company, and the General Partner desires to appoint Executive as its CEO, and Executive desires to accept such employment and appointment, on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

EMPLOYMENT, TERM AND DUTIES

1.1 Employment and Positions. During the Term (defined below), QTS LLC shall employ Executive as the CEO of the Company, upon the terms and conditions set forth in this Agreement, and Executive shall report directly to the Board of Managers (or Board of Directors or other comparable governing body, as applicable) of the General Partner (the “Board”), unless otherwise determined by the Board. In addition, during the Term, Executive shall serve as the CEO of the General Partner and shall report to the Board, unless otherwise determined by the Board.

1.2 Term. The period of employment of the Executive by the Company shall, subject to earlier termination as provided in this Agreement, commence upon the date hereof (the “Effective Date”) and continue thereafter for a term (the “Term”) of three (3) years; provided, that the Term shall automatically renew for additional one (1)-year periods unless either QTS LLC or Executive gives notice of non-renewal at least ninety (90) days prior to expiration of the Term (as it may have been extended by any renewal period).

1.3 Service as an Employee. During the Term, Executive shall (a) perform all duties and obligations reasonably associated with the position of CEO of the General Partner and the Company, consistent with the Bylaws or other governing documents of the Company and the General Partner, as applicable, as in effect from time to time, and (b) perform such other duties reasonably associated with a senior executive officer of the business of the Company, the General Partner, QTS LLC and their subsidiaries and affiliates (the “Quality Companies”), including duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board (including the performance of services

for the board of directors or a comparable governing body of, any member of the Quality Companies without any additional compensation), subject, in all cases described in clauses (a) and (b), to the supervision and direction of the Board. Executive shall devote substantially all of his business time and effort to the performance of Executive’s duties hereunder and to the affairs of the Quality Companies; provided, that in no event shall this provision prohibit Executive from (i) performing social, civic, charitable and religious activities, (ii) managing personal investments and affairs, including active involvement in real estate or other investments not involving data centers in any material respect, (iii) participating in educational or professional associations, or (iv) any other activities approved by the Board, so long as the activities set forth in clauses (i) through (iv) above do not materially and adversely interfere with Executive’s duties and obligations hereunder or to the business affairs of the Quality Companies.

1.4 Service as a Director. During the Term, the General Partner agrees that Executive shall be nominated for election to and as Chairman of the Board at each annual meeting of the General Partner’s equityholders or other meeting of the General Partner’s equityholders at which directors are elected. Provided that Executive is so nominated and is elected, Executive hereby agrees to serve as Chairman of the Board.

ARTICLE 2

COMPENSATION

2.1 Salary. In consideration for Executive’s services hereunder, QTS LLC shall pay Executive an annual salary at the rate of not less than $550,000 per year during each of the years of the Term, payable in accordance with QTS LLC’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings). The annual salary shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”), or, if there is none, the Board, no less frequently than annually. Executive’s salary may be adjusted upward upon annual review, but shall not be decreased.

2.2 Bonus. In addition to an annual base salary, if the Executive achieves certain corporate and individual objectives as established by the Compensation Committee, or if there is none, the Board, then QTS LLC shall pay to the Executive bonus compensation, not later than 75 days following the end of the fiscal year. QTS LLC’s award of bonus compensation to the Executive shall be determined by the factors and criteria, including the financial performance of the Company and the performance by the Executive of his duties hereunder, that may be established from time to time for the calculation of bonus awards by the Compensation Committee, or if there is none, the Board, which shall be established and communicated to Executive in writing no later than sixty (60) days following the beginning of the applicable fiscal year. The factors and criteria for the bonus applicable to the period beginning with the first year of the Term shall be delivered to Executive prior to the execution of this Agreement. Annual bonuses will be targeted at 100% of annual salary with 100% of annual salary paid for targeted performance and additional amounts paid for exceptional performance as determined by the Compensation Committee, if there is one, and approved by the Board. The Board may award discretionary bonuses in addition to performance bonuses.

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2.3 Equity Award. Executive previously has received a one-time award of 500,000 Class O LTIP Units in QualityTech Employee Pool, LLC (the “Equity Award”). The Equity Award is subject to a four (4)-year vesting schedule and will become 100% vested upon either the occurrence of a “Change of Control” as defined in the QualityTech, LP 2010 Equity Incentive Plan or as otherwise provided in this Agreement. The Equity Awards are in the form of partnership “profits interest” units and, accordingly, require Executive to complete a form Section 83(b) election. Additional equity awards may be made in accordance with the Company’s policies and as deemed appropriate by the Compensation Committee.

ARTICLE 3

EXECUTIVE BENEFITS

3.1 Vacation. Executive shall be entitled to the greater of twenty-five (25) days of paid vacation or at least the equivalent paid vacation provided to other executives of the Company, the General Partner and QTS LLC, for each calendar year of the Term in accordance with the general policies of the Company and QTS LLC applicable to other senior executives of the Company, the General Partner and QTS LLC. Unused vacation shall carry over, if at all, in accordance with the general policies of the Company and QTS LLC as the same shall be in effect from time to time. For the avoidance of doubt, any days on which Executive works remotely or otherwise works from a location outside of Executive’s normal work location shall not be deemed to constitute vacation days to which Executive is entitled by virtue of this Section 3.1.

3.2 Employee Benefits. Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of the Company, the General Partner and QTS LLC under the personnel policies in effect from time to time, and Executive shall be provided individual life and disability insurance benefits on substantially the same terms as apply to the Company’s and the General Partner’s top executives. Executive shall receive all other such fringe benefits as the Company, the General Partner and QTS LLC may offer to other senior executives generally under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave. Executive’s Family shall be covered under the Company’s health insurance plan, or, to the extent the same is not so permitted by law or the terms of such health insurance plans, Company shall pay or reimburse Executive for the cost of substantially similar coverage during the Term and as otherwise provided below following the Termination Date. For purposes of this Agreement, Executive’s “Family” shall include Executive’s spouse, children and legal dependents. To the extent the same is not so permitted by law or the terms of its health insurance plans, the Company shall provide health insurance to Executive’s father, mother, sister and the children or legal dependents of Executive’s sister (the “Extended Family”) with coverage commensurate with that offered to employees of the Company, provided, however, that Executive shall reimburse the Company for such coverage of Executive’s Extended Family in an amount equal to the insurance premium cost incurred by the Company plus the amount paid by the Company for the self-insured portion of such coverage, if any, up to but not in excess of the self-insured cap for such coverage (“Extended Family Coverage”). The Company shall notify Executive of the amount that Executive must reimburse the Company for such Extended Family Coverage, and Executive shall pay such amount by December 31 of the calendar year following the calendar year in which such Extended Family Coverage was provided.

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3.3 Reimbursement for Expenses. Executive shall be reimbursed for all documented reasonable expenses incurred by Executive in the performance of his duties set forth in Section 1.3 and in furtherance of the business of the Quality Companies, including those for administrative support set forth below, in accordance with the reimbursement policies in effect from time to time. Any reimbursement under this Section 3.3 that is taxable to Executive shall be made by December 31 of the calendar year following the calendar year in which Executive incurred the expense.

3.4 Administrative Support. Executive shall be provided with administrative support commensurate with Executive’s position in the Company and Executive’s duties set forth in Section 1.3, in addition to executive support services applicable to other senior executives of the Company. The Company shall make available to Executive the services of a full-time assistant who may assist the Executive in Company and personal matters. In addition, Executive may from time to time seek assistance from two Company employees agreed upon by Executive and the Company for personal accounting and financial matters. To the extent that Executive utilizes other employees for matters unrelated to Company business, such arrangements will be in accordance with established procedures, including reimbursement of the reasonable value associated with any material use. In the event Executive’s use of other Company employees is expected to become material, Executive shall notify the Company’s Chief Financial Officer, Chief Operating Officer or General Counsel (“Executive Leader”) and the Executive Leader shall, in the sole discretion of the Executive Leader, determine whether such employee is able to accommodate Executive’s request. If the Executive Leader determines such employee is capable of completing Executive’s request, the Executive Leader will establish a written procedure for Executive’s use of such employee and Executive shall comply with such procedure, including reimbursement of the reasonable value associated with such use. If the Executive Leader determines such employee is not capable of completing Executive’s request, the Executive Leader will notify the Executive and recommend a path forward in writing, including, if necessary, the use of an outside vendor. Executive’s use of Company employees from time to time pursuant to this Section 3.4 shall not individually or in the aggregate constitute grounds for termination with Cause as defined in Section 4.1.2 of this Agreement unless Executive shall have refused to reimburse the Company for material use of an employee within thirty (30) days of an Executive Leader’s written demand.

ARTICLE 4.

TERMINATION

4.1 Grounds for Termination.

4.1.1 Death or Disability. Executive’s employment with QTS LLC pursuant to this Agreement shall terminate immediately in the event of Executive’s death or Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, (x) that meets the definition of disability provided in applicable long-term disability insurance coverage extended to Executive by the

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Company, if any, or (y) if no such insurance coverage is provided, that in the good faith judgment of the Board, prevents or would prevent Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the management of the business of the Quality Companies for more than three consecutive months or for more than 90 days in any 180-day period.

4.1.2 Cause. QTS LLC shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause”):

(a) any willful act or omission by Executive, other than as a result of Executive’s death or Disability, that causes material harm and represents a breach of Section 5.1;

(b) Executive’s conviction and exhaustion of all appeals of, or pleading guilty or nolo contendere to, a crime that constitutes a felony involving dishonesty or moral turpitude; or

(c) Executive’s willful commission of an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against any of the Quality Companies; provided that no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the applicable Quality Company. Any act or failure to act, based upon specific authority given pursuant to a resolution duly adopted by the Board or a committee thereof or based on the advice of counsel for the Company or the General Partner shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the applicable Quality Company.

Except as provided in Section 4.1.1 of this Agreement, any termination of Executive by the Company for any reason, including without limitation, a termination for alleged failures of performance, shall be deemed a termination without Cause, unless it is established that the reason for the termination was the occurrence of an event constituting Cause.

It shall be a condition precedent to QTS LLC’s right to terminate Executive’s employment for Cause under clauses (a) or (c) above that Cause be established as follows: (i) QTS LLC shall have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised within twenty (20) days after the party providing such notice becomes aware or reasonably should have become aware of such act, and (ii) the Board by affirmative vote of at least three-fourths of its members (other than Executive if then serving as a member of the Board) find that the act alleged to be Cause constitutes Cause, has not been cured or remedied within thirty (30) days after receipt of such notice, and provided, such act is of such a nature that it

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cannot with due diligence be cured within the time required, Executive shall not have commenced, or shall not thereafter diligently prosecute to completion, all steps necessary to cure such act alleged to be Cause within a reasonable period of time.

4.1.3 Good Reason. Executive may terminate his employment under this Agreement by giving written notice to QTS LLC upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Good Reason”):

(a) diminution in Executive’s authority, duties or responsibilities, or any adverse change in Executive’s title as CEO of the Company or in Executive’s title as Chairman of the Board or CEO the General Partner (including failure of Executive to be elected Chairman of the Board at any annual meeting of the General Partner’s equityholders), or failure of the General Partner to nominate Executive for election as Chairman of the Board at any annual meeting of the General Partner’s equityholders;

(b) Executive’s place of employment is moved more than fifty (50) miles from the Company’s current location in Overland Park, Kansas;

(c) any diminution in Executive’s base compensation, as in effect from time to time;

(d) a material breach by the Company, QTS LLC or the General Partner of any term of this Agreement; or

(e) the failure of any successor to the Company, QTS LLC or the General Partner to assume this Agreement.

It shall be a condition precedent to Executive’s right to terminate his employment for Good Reason that (a) he shall have first given the Board written notice stating with reasonable specificity the act(s) on which such termination is premised within ninety (90) days after Executive becomes aware of such act(s), (b) if such act(s) is susceptible of cure or remedy, it has not been cured or remedied within thirty (30) days after receipt of such notice, and Executive has terminated his employment within twelve (12) months after the occurrence of the event giving rise to Good Reason.

4.1.4 Any Other Reason. Notwithstanding anything to the contrary herein, QTS LLC shall have the right to terminate Executive’s employment under this Agreement at any time without Cause by giving written notice of such termination to Executive, and Executive shall have the right to terminate Executive’s employment under this Agreement at any time without Good Reason by giving written notice of such termination to QTS LLC. Any notice by Executive hereunder shall be given at least ninety (90) days in advance of such termination. Any notice by Company shall be given at least ninety (90) days in advance of such termination.

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4.2 Termination Date. Except as provided in Section 4.1.1 with respect to Executive’s death or Disability, any termination under Section 4.1 shall be effective on the termination of the applicable notice period following receipt of notice by Executive or QTS LLC, as the case may be, of such termination or upon such other later date as may be provided herein or specified by QTS LLC or Executive in the notice (the “Termination Date”).

4.3 Effect of Termination.

4.3.1 Termination with Cause or without Good Reason. In the event that Executive’s employment is terminated by QTS LLC with Cause or by Executive without Good Reason, QTS LLC shall pay, in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by applicable law (i) all Accrued Obligations to Executive, and (ii) any performance bonus or discretionary bonus under Section 2.2 that has been earned or declared for a bonus period ending before the Termination Date but not paid before the Termination Date. For purposes of this Agreement, the term “Accrued Obligations” means the sum of (a) Executive’s salary hereunder through the Termination Date to the extent not theretofore paid; (b) the amount of any accrued but unused vacation pay; and (c) any business expense reimbursements incurred by Executive as of the Termination Date and submitted for reimbursement, in each case, consistent with the policy for such reimbursements, within ten (10) days following the Termination Date.

4.3.2 Termination without Cause or with Good Reason. In the event that Executive’s employment is terminated by QTS LLC without Cause or by Executive for Good Reason:

(a) QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

(b) QTS LLC shall pay to Executive, in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law, any performance bonus or discretionary bonus under Section 2.2 that has been earned or declared for a bonus period ending before the Termination Date but not paid before the Termination Date;

(c) If not previously vested in full, the Equity Award and any other equity awards granted to Executive following the date hereof shall fully vest as of the Termination Date;

(d) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date, an amount equal to two (2) times Executive’s annual salary as in effect on the Termination Date;

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(e) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date an amount equal to two (2) times Executive’s Annual Bonus (as defined below) for the year in which the termination occurs; and

(f) QTS LLC shall, to the extent permitted by law or the terms of such health insurance plans, continue to cover Executive and Executive’s Family under the Quality Companies’ health insurance plans that covered such individuals immediately prior to the Termination Date for up to twenty-four (24) months following the Termination Date, or, to the extent the same is not so permitted, pay or reimburse the cost of substantially similar coverage for Executive and his Family for up to twenty-four (24) months following the Termination Date. To the extent the same is not so permitted by law or the terms of its health insurance plans, the Company shall provide Extended Family Coverage to Executive’s Extended Family for up to twenty-four (24) months following the Termination Date, and Executive shall reimburse the Company for such Extended Family Coverage in the manner provided in Section 3.2. Any reimbursement under this Section 4.3.2(f) that is taxable to Executive or any of his Family members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or any member of Executive’s Family incurred the expense. Executive shall provide appropriate HIPPA releases necessary to determine cost and reimbursement requirements associated with Family and Extended Family coverage.

QTS LLC’s delivery of any notice under Section 1.2 of this Agreement that the Agreement will not be renewed and any subsequent termination of Executive’s employment at the expiration of such Term of the Agreement shall not be considered a termination without Cause, and Executive shall not be entitled to any payments or benefits under this Section 4.3.2 under such circumstance.

4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability, QTS LLC shall pay Executive the following:

(a) QTS LLC shall pay all Accrued Obligations to Executive or Executive’s legal representative, in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

(b) QTS LC shall pay to Executive, in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law, any performance bonus or discretionary bonus under Section 2.2 that has been earned or declared for a bonus period ending before the Termination Date but not paid before the Termination Date;

(c) If not previously vested in full, the Equity Award and any other equity awards granted to Executive following the date hereof shall fully vest as of the Termination Date;

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(d) QTS LLC shall pay to Executive or Executive’s legal representative, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date an amount equal to one (1) times Executive’s annual salary as in effect on the Termination Date;

(e) QTS LLC shall pay to Executive or Executive’s legal representative, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date an amount equal to one (1) times Executive’s Annual Bonus (as defined below) for the year in which the termination occurs; and

(f) QTS LLC shall, to the extent permitted by law or the terms of such health insurance plans, continue to cover Executive and Executive’s Family under the Quality Companies’ health insurance plans that covered such individuals immediately prior to the Termination Date for up to twenty-four (24) months following the Termination Date, or, to the extent the same is not so permitted, pay or reimburse the cost of substantially similar coverage for Executive and his Family for up to twenty-four (24) months following the Termination Date. To the extent the same is not so permitted by law or the terms of its health insurance plans, the Company shall provide Extended Family Coverage to Executive’s Extended Family for up to twenty-four (24) months following the Termination Date, and Executive shall reimburse the Company for such Extended Family Coverage in the manner provided in Section 3.2. Any reimbursement under this Section 4.3.3(f) that is taxable to Executive or any of his Family members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or any member of Executive’s Family incurred the expense. Executive shall provide appropriate HIPPA releases necessary to determine cost and reimbursement requirements associated with Family and Extended Family coverage.

4.3.4 Termination upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply:

(a) Upon the occurrence of a Triggering Event:

(1) QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

(2) QTS LC shall pay to Executive, in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date

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required by law, any performance bonus or discretionary bonus under Section 2.2 that has been earned or declared for a bonus period ending before the Termination Date but not paid before the Termination Date;

(3) If not previously vested in full, the Equity Award and any other equity awards granted to Executive following the date hereof shall fully vest as of the Termination Date;

(4) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date, an amount equal to three (3) times Executive’s annual salary as in effect on the date of the Triggering Event or on the date on which the Change in Control occurs, whichever is higher;

(5) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date an amount equal to three (3) times Executive’s Annual Bonus (as defined below) for the year in which the termination occurs;

(6) QTS LLC shall, to the extent permitted by law or the terms of such health insurance plans, continue to cover Executive and Executive’s Family under the Quality Companies’ health insurance plans that covered such individuals immediately prior to the Termination Date for up to twenty-four (24) months following the Termination Date, or, to the extent the same is not so permitted, pay or reimburse the cost of substantially similar coverage for Executive and his Family for up to twenty-four (24) months following the Termination Date. To the extent the same is not so permitted by law or the terms of its health insurance plans, the Company shall provide Extended Family Coverage to Executive’s Extended Family for up to twenty-four (24) months following the Termination Date, and Executive shall reimburse the Company for such Extended Family Coverage in the manner provided in Section 3.2. Any reimbursement under this Section 4.3.4(a)(6) that is taxable to Executive or any of his Family members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or any member of Executive’s Family incurred the expense. Executive shall provide appropriate HIPPA releases necessary to determine cost and reimbursement requirements associated with Family and Extended Family coverage.

(7) QTS LLC shall provide Executive, at QTS LLC’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.

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(b) “Change in Control” means:

(1) Prior to any initial public offering of securities of the General Partner (“IPO”), (i) any transaction or series of transactions pursuant to which ownership of at least 30% of the combined voting power of the Company’s outstanding voting securities as of the Effective Date is transferred (through merger, transfer of units or other similar transaction) to persons or entities other than the persons or entities (“Incumbent Partners”) who were partners of the Company as of the Effective Date, or (ii) any transfer of direct or indirect ownership or control of QTS LLC or its assets by the Company, and

(2) Following an IPO, Change of Control means:

A. Any “person” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the General Partner or the Company, any Incumbent Partner, any trustee or other fiduciary holding securities under any employee benefit plan of the General Partner, the Company or QTS LLC or any corporation owned, directly or indirectly, by the partners of the Company in substantially the same proportion as their ownership of interests in the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the General Partner or the Company representing 30% or more of the then combined voting power of the then outstanding voting securities of the General Partner or the Company, as the case may be;

B. During any period of twelve (12) consecutive months, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the General Partner or the Company to effect a transaction described in clause (A), (C) or (D) hereof) whose election by the Board or nomination for election by the General Partner’s equityholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or actual threatened solicitation of proxies or consents by or on behalf of a person other than the Board, cease for any reason to constitute at least a majority of the Board;

C. The equityholders of the General Partner or the Partners of the Company approve a merger or consolidation of the General Partner or the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the General Partner or the Company (or any direct or indirect subsidiary

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thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in (x) the voting securities of the General Partner outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than 70% of the combined voting power of the voting securities of the General Partner or such surviving or parent entity outstanding immediately after such merger or consolidation and (y) the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than 70% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the General Partner or the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the General Partner or the Company representing 30% or more of the then combined voting power of the General Partner’s or the Company’s, as the case may be, then outstanding voting securities; or

D. The consummation of the sale or disposition by the General Partner or the Company of all or substantially all of the assets of the General Partner or the Company, as the case may be (or any transaction or series of transactions within a period of twelve months ending on the date of the last sale or disposition having a similar effect), or any transfer of direct or indirect ownership or control of QTS LLC or its assets by the Company.

For the avoidance of doubt, an IPO shall not constitute a Change in Control and no reorganization of the Company or its ownership in contemplation of an IPO shall constitute a Change in Control.

(c) “Triggering Event” will be deemed to have occurred if (i) within two (2) years from the date on which the Change in Control occurred, QTS LLC terminates the employment of Executive, other than in the case of a termination for Cause, or (ii) within two (2) years from the date on which the Change in Control occurred, the Executive terminates his employment for Good Reason.

(d) “Executive’s Annual Bonus” means, for purposes of Section 4.3.2, Section 4.3.3 and this Section 4.3.4, Executive’s annual bonus (i) at the time of the Termination Date for purposes of Section 4.3.2 and Section 4.3.3, and (ii) with regard to a Triggering Event, the annual bonus in effect on the Termination Date or on the date on which the Change in Control occurred, whichever is higher, calculated on the basis of the target bonus available to Executive and the assumption that all performance goals are satisfied at a 100% achievement level by QTS LLC and Executive in the year in which such Termination without Cause or for Good Reason, Triggering Event or such Change in Control, as the case may be, occurred.

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For the avoidance of doubt, in the event of a Change of Control and a Triggering Event under circumstances entitling Executive to payments and benefits under this Section 4.3.4, such payments and benefits shall be in lieu of payments and benefits under Section 4.3.2, and Executive shall not be entitled to any compensation or benefits under Section 4.3.2.

4.3.5 Waiver and Release Agreement. In consideration of the severance payments and other benefits described in Section 4.3.2, Section 4.3.3 and Section 4.3.4, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to QTS LLC on or before the sixtieth (60^th) day after the applicable Termination Date a waiver and general release of claims in favor of the Quality Companies, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to QTS LLC, that has become effective in accordance with its terms, and for which any revocation periods applicable to such release shall have expired on or prior to the sixtieth (60^th) day following Executive’s Termination Date. If Executive fails to execute and deliver such release agreement on or before the sixtieth (60^th) day following the applicable Termination Date, if any revocation period applicable to such release has not expired on or before the sixtieth (60^th) day following Executive’s Termination Date or if Executive revokes such release as provided therein, QTS LLC shall have no obligation to provide any of the severance payments and other benefits described in Section 4.3.2, Section 4.3.3 or Section 4.3.4 other than any Accrued Obligations.

4.4 Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death. Within twenty (20) business days following the end of such six (6)-month period, or, if earlier, Executive’s death, QTS LLC shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 4.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. The Executive will be deemed to have a Termination Date for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any

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amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred and any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of QTS LLC.

4.5 Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the General Partner, Company or QTS LLC, and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with the General Partner, Company or QTS LLC at or subsequent to the Termination Date, which shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

4.6 No Set-Off or Mitigation. QTS LLC’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, or other claim, right or action that QTS LLC may have against Executive or others, except to the extent of the mitigation and setoff provisions provided for in this Agreement. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

4.7 Excise Tax-Related Provisions. The payments and benefits that Executive may be entitled to receive under this Agreement and other payments and benefits that Executive is or may be entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments (as defined below) that are subject to Sections 280G and 4999 of the Code. As provided in this Section 4.7, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow Executive to receive a greater Net After Tax Amount (as defined below) than Executive would receive absent a reduction.

4.7.1 The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

4.7.2 The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

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4.7.3 Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Executive with the higher Net After Tax Amount. If Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any cash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company) and then by reducing the amount of any noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company). The Accounting Firm will notify Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send Executive and the Company a copy of its detailed calculations supporting that determination.

4.7.4 As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 4.7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed under this Section 4.7 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 4.7 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest, the amount of the Overpayment; provided, however, that no amount will be payable by the Executive to the Company unless, and then only to the extent that, the payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

For purposes of this Section 4.7, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before a Change in Control. For purposes of this Section 4.7, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any State or local income taxes applicable to Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 4.7, the term “Parachute Payment” means a payment that is described in Section 280G(b)(2) of the Code, determined in accordance with Section 280G of the Code and the regulations promulgated or proposed thereunder.

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ARTICLE 5

RESTRICTIVE COVENANTS

5.1 Confidential Information.

(1) Obligation to Maintain Confidentiality. Executive acknowledges that, by reason of Executive’s employment by the Company and position with the General Partner, Executive will have access to confidential matters relating to the names, addresses, buying habits and other special information regarding past and present customers, as well as potential customers with whom the Company has established material contacts and entered into active negotiations for the sale of products or services, employees and suppliers of the Company; customer contracts and transactions or price lists of the Company; products, services, programs and processes sold, licensed or developed by the Company; technical data, plans and specifications; financial and/or marketing data known only by the Company and respecting the conduct of the present or future phases of business of the Company; computer programs, systems and/or software developed by the Company; ideas, inventions, trademarks, trade secrets, business information, know-how, processes, designs, redesigns, discoveries and developments of the Company; and information considered confidential by any customers or suppliers of the Company (collectively, “Confidential Information”) of the Quality Companies. Executive acknowledges that such Confidential Information is a valuable and unique asset of the Quality Companies and covenants that, both during the Term and for a period of one (1) year after the Executive’s Termination Date Executive shall not disclose any Confidential Information to any person, partnership, corporation, limited liability company, or any other entity (“Person”) (except as Executive’s duties as a manager, director, officer or employee of the Company or the General Partner require) without the prior written authorization of the Board. Notwithstanding the foregoing, information which (i) at the time of receipt is, or thereafter becomes, publicly known through no wrongful act of Executive, (ii) is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement, or (iii) was developed by Executive independently of and without reference to information obtained from the Company shall not be considered “Confidential Information.” Notwithstanding the foregoing, Executive shall not be restricted from disclosing Confidential Information to the extent required by law, court order, subpoena or other legal proceeding or to his attorneys and advisors in connection with a dispute between Executive and a Quality Company.

(2) Company Property. All records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual Property and other property delivered to or compiled by Executive by or on behalf of any Quality Company or its providers, clients or customers that pertain to the business of any Quality Company shall be and remain the property of such Quality Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of a Quality Company that is collected by Executive shall be delivered promptly to such Quality Company without request by it upon termination of Executive’s employment for any reason. For purposes of this Section 5.1.2, “Intellectual Property” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights and any applications therefor.

5.2 Inventions. Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and managerial contributions of value to the Quality Companies. Executive hereby assigns to the applicable Quality Company all rights, title and interest in such contributions and inventions made or conceived by Executive alone or

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jointly with others during the Term that relate to the business of such Quality Company. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. Executive shall promptly and fully disclose all such contributions and inventions to the Company and assist the Company or any other Quality Company, as the case may be, in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions shall be the property of the applicable Quality Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Notwithstanding the foregoing, no Quality Company shall have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of any Quality Company’s resources that does not relate to the business of any Quality Company and does not result from any work performed by Executive for any Quality Company.

5.3 Nondisparagement.

(a) Executive agrees that during the term and after Executive’s termination for Cause or without Good Reason he will not talk about or otherwise communicate to any third parties in a malicious, disparaging or defamatory manner regarding the Company, the General Partner, QTS LLC or any of their respective affiliates, owners or their past or present employees, directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company, the General Partner, QTS LLC or any of their respective affiliates, owners or their past or present employees, directors, officers or other representatives

(b) The Company, QTS LLC and the General Partner agree that during the term and thereafter they will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding Executive and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Executive. For purposes of this non-disparagement provision, the Company, QTS LLC and the General Partner are defined to mean the Company’s executive team and the Board.

5.4 Non-Compete. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer or manager or director of, the Company, the General Partner, QTS LLC or any of the Quality Companies and for one (1) year after Executive’s termination (the “Restricted Period”), the Executive will not (a) directly or indirectly, engage in any business involving the development, construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed services in the United States, whether such business is conducted by the Executive individually or as a principal, partner, member, stockholder, joint venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any Person (as defined below) or (b) own any interests in any data center facilities, colocation facilities or managed service providers in the United States; provided, however, that this Section 5.4 shall not be deemed to prohibit the direct or indirect ownership by the Executive of up to five (5) percent of the outstanding equity interests of any public company. For purposes of this Agreement, “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

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5.5 Non-Solicitation. The Executive agrees that during the Term or otherwise for the period during which the Executive is employed by, or serving as an officer or manager or director of, the Company, the General Partner or any of the Quality Companies, and for one (1) year after Executive’s termination, such Executive will not directly or indirectly (a) solicit, induce or encourage any employee (other than clerical employees) or independent contractor to terminate their employment with the Quality Companies or to cease rendering services to the Quality Companies, and the Executive shall not initiate discussions with any such Person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, or (b) solicit any customers of the Quality Companies to lease, purchase or otherwise occupy data center space in the United States of America or encourage any of the tenants of the Quality Companies to reduce its patronage of the Quality Companies. Notwithstanding the foregoing, Executive’s solicitation of a former Company employee whose employment has been involuntarily terminated by the Company shall not constitute a solicitation barred under this Agreement. The term “solicit” includes any communication (written or oral) from or initiated by Executive or his agents, or any search or other recruitment entity or person employed by Executive, to any customer, employee or independent contractor of the Company but does not include advertising or press releases in any newspaper, industry publication or other media of general circulation.

5.6 Reasonable and Necessary Restrictions. Executive acknowledges that the restrictions, prohibitions and other provisions hereof, including, without limitation, the Restricted Period set forth in Section 5.4, are reasonable, fair and equitable in terms of duration, scope and geographic area, as are necessary to protect the legitimate business interests of the Quality Companies, and are a material inducement to the Company, the General Partner and QTS LLC to enter into this Agreement.

5.7 Breach of Restrictive Covenants. The parties agree that a breach or violation of any provision of this Article 5 will result in immediate and irreparable injury and harm to the business of the Quality Companies, and that the Company, the General Partner, QTS LLC and each other Quality Company shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder, including without limitation, to address any threatened breach or violation, and to enjoin and restrain Executive and each and every person, firm, company or corporation concerned therewith, from the violation or continuance of such violation or breach. In addition thereto, Executive shall be responsible for all damages, including reasonable attorneys’ fees, sustained by the Company, the General Partner, QTS LLC and any other Quality Company by reason of said violation. In addition to any other remedy which may be available at law or in equity, or pursuant to any other provision of this Agreement, the payments by QTS LLC of any severance to which Executive may otherwise be entitled under this Agreement will cease as of the date on which such violation first occurs.

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ARTICLE 6

GOVERNING LAW, DISPUTE RESOLUTION

6.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF KANSAS.

6.2 Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation, directly or indirectly, arising out of or relating to this Agreement or any transaction contemplated hereby. Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.2.

ARTICLE 7

MISCELLANEOUS

7.1 Amendments. The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.

7.2 Entire Agreement. This Agreement constitutes the total and complete agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements heretofore made, and there are no other representations, understandings or agreements.

7.3 Counterparts. This Agreement may be executed in one of more counterparts, each of which shall be deemed and original, but all of which shall together constitute one and the same instrument.

7.4 Severability. Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect.

7.5 Waiver or Delay. The failure or delay on the part of the Company, the General Partner, QTS LLC or any Quality Company or Executive to exercise any right or remedy, power

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or privilege hereunder shall not operate as a waiver thereof, except as explicitly set forth herein. A waiver, to be effective, must be in writing and signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

7.6 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns, except as otherwise provided herein. Neither this Agreement nor any of the rights, benefits, obligations or duties hereunder may be assigned or transferred by Executive except by operation of law. The Company, the General Partner and QTS LLC may assign this Agreement or their respective obligations under this Agreement to any affiliate or successor, provided, however, that (1) the Company, the General Partner and QTS LLC shall remain liable for the obligations to Executive under this Agreement and (2) the Company, the General Partner and QTS LLC shall require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, the General Partner or QTS LLC to assume expressly and agree, and the Company shall cause any successor general partner of the Company to assume expressly and agree, to perform this Agreement in the same manner and to the same extent that the Company, the General Partner or QTS LLC, as applicable, would be required to perform if no such succession had taken place.

7.7 Necessary Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

7.8 Notices. All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or 48 hours after mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the party at his address set forth as follows or any other address that any party may designate by written notice to the other parties:

To Executive:	Chad L. Williams Address on file with the Company
To the Company, the General Partner or QTS LLC:	c/o QualityTech GP, LLC 12851 Foster Street, Suite 205 Overland Park, Kansas 66213 Attention: General Counsel Facsimile: (913) 814-7766

7.9 Headings and Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered as construing or interpreting the provisions of this Agreement.

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7.10 Construction. All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby.

7.11 Counsel. Executive has been advised by the Company, the General Partner and QTS LLC that he should consider seeking the advice of counsel in connection with the execution of this Agreement and the other agreements contemplated hereby and Executive has had an opportunity to do so. Executive has read and understands this Agreement and has sought the advice of counsel to the extent he has determined appropriate.

7.12 Withholding of Compensation. Executive hereby agrees that QTS LLC may deduct and withhold from the compensation or other amounts payable to Executive hereunder or otherwise in connection with Executive’s employment any amounts required to be deducted and withheld by QTS LLC under the provisions of any applicable Federal, state and local statute, law, regulation, ordinance or order.

7.13 Executive Representation. Executive acknowledges that by entering into or complying with any provision of this Agreement he is not breaching or acting in contravention of any other agreement or commitment he has to any other firm, corporation, partnership, organization, person or any other individual or entity.

7.14 D & O Insurance. The Company, the General Partner and/or QTS LLC will maintain directors’ and officers’ liability insurance during the Term and for a period of not less than six (6) years thereafter, covering acts and omissions of Executive during the Term, on terms substantially no less favorable than those in effect on the date of this Agreement. During the Term and for a period of not less than six (6) years thereafter, Executive shall receive the same benefits provided to any of the Company’s, General Partner’s or QTS LLC’s officers and directors under any additional D&O insurance or similar policy, any indemnification agreement, Company, General Partner or QTS LLC policies or the articles of organization or bylaws of the Company, the General Partner or QTS LLC as in effect as of the date hereof, provided, however, that in the event that the benefits provided to any of the Company’s, General Partner’s and QTS LLC officers and directors under any of the foregoing documents or policies are enlarged after the date hereof, Executive shall receive such enlarged benefits.

7.15 Legal Fees. QTS LLC shall reimburse Executive for all reasonable legal fees incurred by Executive in connection with the negotiation, preparation and execution of this Agreement.

7.16 Arbitration. Any dispute or controversy arising under or in connection with this Agreement other than a dispute pursuant to Section 5.4 and Section 5.5, shall be settled exclusively by arbitration in the State of Kansas by three arbitrators in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, Company, General Partner, QTS LLC and Executive

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hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the State of Kansas, (ii) any of the courts of the State of Kansas, or (iii) any other court having jurisdiction. Company, General Partner, QTS LLC and Executive further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. Company, General Partner, QTS LLC and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which it or he may now or hereafter have to such jurisdiction and any defense of inconvenient forum. Company, General Partner, QTS LLC and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party shall bear its or his costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 7.16; provided, however, that the party that substantially prevails in an arbitration shall be reimbursed by the other party for all reasonable costs, including reasonable attorneys’ fees and costs, incurred by such prevailing party in connection with the arbitration. Notwithstanding any provision in this Section 7.16, Executive shall be paid all compensation due and owing under this Agreement during the pendency of any dispute or controversy arising under or in connection with this Agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY
QUALITYTECH, LP
By:	QUALITYTECH GP, LLC,
	its sole general partner
	By:	/s/ Shirley E. Goza
		Name:	Shirley E. Goza
		Title:	Vice President, General Counsel & Secretary
GENERAL PARTNER
QUALITYTECH GP, LLC
By:	/s/ Shirley E. Goza
Name:	Shirley E. Goza
Title:	Vice President, General Counsel & Secretary
QTS LLC
QUALITY TECHNOLOGY SERVICES, LLC
By:	/s/ Shirley E. Goza
Name:	Shirley E. Goza
Title:	Vice President, General Counsel & Secretary
EXECUTIVE
/s/ Chad L. Williams
CHAD L. WILLIAMS

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

(William H. Schafer)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”), and William H. Schafer, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the parties hereto are parties to that certain Employment Agreement dated February 16, 2010 (the “Original Agreement”) pursuant to which the Company employed Executive as its Chief Financial Officer (“CFO”), and the GP appointed Executive as its CFO, and Executive accepted such employment and appointment; and

WEHEREAS, the parties now wish to amend and restate the Original Agreement on the terms set forth herein, and this Agreement shall supersede and replace the Original Agreement in its entirety, which hereby is terminated and shall be of no further force or effect.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

EMPLOYMENT, TERM AND DUTIES

1.1 Employment and Positions. During the Term (defined below), QTS LLC shall employ Executive as the Chief Financial Officer (“CFO”) of the Company, upon the terms and conditions set forth in this Agreement, and Executive shall report directly to the Chief Executive Officer of the Company, unless otherwise determined by the Board of Managers (or Board of Directors or other comparable governing body, as applicable) of the General Partner (the “Board”). In addition, during the Term, Executive shall serve as the CFO of the General Partner and shall report to the Chief Executive Officer of the General Partner (the “GP CEO”), unless determined otherwise by the Board.

1.2 Term. The period of employment of the Executive by the Company shall, subject to earlier termination as provided in this Agreement, commence upon the date hereof (the “Effective Date”) and continue until March 31, 2016 (the “Term”); provided, that the Term shall automatically renew for additional one (1)-year periods thereafter unless either QTS LLC or Executive gives notice of non-renewal at least ninety (90) days prior to expiration of the Term (as it may have been extended by any renewal period).

1.3 Duties. During the Term, Executive shall (a) perform all duties and obligations reasonably associated with the position of CFO of the General Partner and the Company, consistent with the Bylaws or other governing documents of the Company and the General Partner, as applicable, as in effect from time to time, and (b) perform such other duties reasonably associated with a senior executive officer of the business of the Company, the General Partner, QTS LLC and their subsidiaries and affiliates (the “Quality Companies”), including duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board (including the performance of services for the board of directors or a comparable governing body of, any member of the Quality Companies without any additional compensation), subject, in all cases described in clauses (a) and (b), to the supervision and direction of the Chief Executive Officer of the Company or the GP CEO, as applicable, and the Board. Executive shall devote substantially all of his business time and effort to the performance of Executive’s duties hereunder and to the affairs of the Quality Companies; provided, that in no event shall this provision prohibit Executive from (i) performing social, civic, charitable and religious activities, (ii) managing personal investments and affairs, (iii) participating in educational or professional associations, or (iv) any other activities approved by the Board, so long as the activities set forth in clauses (i) through (iv) above do not materially and adversely interfere with Executive’s duties and obligations hereunder or to the business affairs of the Quality Companies.

ARTICLE 2

COMPENSATION

2.1 Salary. In consideration for Executive’s services hereunder, QTS LLC shall pay Executive an annual salary at the rate of not less than $350,000 per year during each of the years of the Term, payable in accordance with QTS LLC’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings). The annual salary shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”), or, if there is none, the Board, no less frequently than annually. Executive’s salary may be adjusted upward upon annual review, but shall not be decreased.

2.2 Bonus. In addition to an annual base salary, if the Executive achieves certain corporate and individual objectives as established by the Compensation Committee, or if there is none, the Board, then QTS LLC shall pay to the Executive bonus compensation, not later than 75 days following the end of the fiscal year. QTS LLC’s award of bonus compensation to the Executive shall be determined by the factors and criteria, including the financial performance of the Company and the performance by the Executive of his duties hereunder, that may be established from time to time for the calculation of bonus awards by the Compensation Committee, or, if there is none, the Board, which shall be established and communicated to Executive in writing no later than sixty (60) days following the beginning of the applicable fiscal year. Annual bonuses will be targeted at 100% of annual salary with 100% of annual salary paid for threshold performance and additional amounts paid for exceptional performance as determined by the Compensation Committee, if there is one, and approved by the Board. The Board may award discretionary bonuses in addition to performance bonuses.

2.3 Equity Award. Executive previously has received an award of 100,000 Class O LTIP Units in QualityTech Employee Pool, LLC and 75,000 Class RS LTIP Units in QualityTech Employee Pool, LLC (the “Equity Awards”). The Equity Awards generally are subject to a four (4)-year vesting schedule and will become 100% vested upon either the occurrence of a “Change of Control” as defined in the QualityTech, LP 2010 Equity Incentive Plan (together with any successor plan thereto, the “Plan”) or as otherwise provided in this Agreement. The Equity Awards are in the form of partnership “profits interest” units and, accordingly, required Executive to complete a form Section 83(b) election. Additional equity awards may be made pursuant to the Plan in accordance with the Company’s policies and as deemed appropriate by the Compensation Committee.

ARTICLE 3

EXECUTIVE BENEFITS

3.1 Vacation. Executive shall be entitled to four (4) weeks paid vacation each calendar year of the Term in accordance with the general policies of the Company and QTS LLC applicable to other senior executives of the Company, the General Partner and QTS LLC. Unused vacation shall carry over, if at all, in accordance with the general policies of the Company, the General Partner and QTS LLC as the same shall be in effect from time to time.

3.2 Employee Benefits. Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of the Company, the General Partner and QTS LLC under the personnel policies in effect from time to time, and Executive shall be provided individual life and disability insurance benefits on substantially the same terms as apply to the Company’s and the General Partner’s top executives. Executive shall receive all other such fringe benefits as the Company, the General Partner and QTS LLC may offer to other senior executives generally under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

3.3 Reimbursement for Expenses. Executive shall be reimbursed for all documented reasonable expenses incurred by Executive in the performance of his duties set forth in Section 1.3 in furtherance of the business of the Quality Companies in accordance with the reimbursement policies in effect from time to time. Any reimbursement under this Section 3.3 that is taxable to Executive shall be made by December 31 of the calendar year following the calendar year in which Executive incurred the expense.

3.4 Corporate Membership. Executive will have access to a corporate country club membership and QTS LLC will pay for all dues and assessments associated with such membership.

3.5 Supplemental Disability. QTS LLC will reimburse Executive for existing annual supplemental disability premiums which currently approximate $10,000.00.

ARTICLE 4.

TERMINATION

4.1 Grounds for Termination.

4.1.1 Death or Disability. Executive’s employment with QTS LLC pursuant to this Agreement shall terminate immediately in the event of Executive’s death or Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the good faith judgment of the Board, prevents or would prevent Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the management of the business of the Quality Companies for more than three consecutive months or for more than 90 days in any 180-day period.

4.1.2 Cause. QTS LLC shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause”):

(a) any willful act or omission by Executive, other than as a result of Executive’s Disability, that causes material harm and represents (i) a material breach of any of the terms of this Agreement or (ii) any breach of Article 5 of this Agreement;

(b) Executive’s conviction of, or pleading guilty or nolo contendere to, a crime that constitutes a felony or a misdemeanor involving dishonesty or moral turpitude;

(c) Executive’s willful and material violation of the written rules, regulations, procedures, or policies relating to the conduct of employees, directors or officers of any member of the Quality Companies that cause material harm;

(d) any commission by Executive of an act of dishonesty, theft, fraud, embezzlement or material misappropriation of property of any of the Quality Companies; or

(e) any act by Executive that will or is reasonably expected to have, a significant adverse effect on the business or reputation of any member of the Quality Companies unless such act was taken with the good faith belief that it was in the best interest of any member of the Quality Companies.

Except as provided in Section 4.1.1 of this Agreement, any termination of Executive by QTS LLC for any reason, including without limitation, a termination for alleged failures of performance or a termination in connection with a nonrenewal of this Agreement, shall be deemed a termination without Cause, unless it is established that the reason for the termination was the occurrence of an event constituting Cause.

It shall be a condition precedent to QTS LLC’s right to terminate Executive’s employment for Cause that Cause be established as follows: (i) QTS LLC shall have

first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised within twenty (20) days after the party providing such notice becomes aware or reasonably should have become aware of such act, and (ii) at least two-thirds of the members of the Board find that the act alleged to be Cause constitutes Cause and has not been cured or remedied within thirty (30) days after receipt of such notice, and provided, such act is of such a nature that it cannot with due diligence be cured within the time required, Executive shall not have commenced, or shall not thereafter diligently prosecute to completion, all steps necessary to cure such act alleged to be Cause within a reasonable period of time.

4.1.3 Good Reason. Executive may terminate his employment under this Agreement by giving written notice to QTS LLC upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Good Reason”):

(a) a material diminution in Executive’s authority, duties or responsibilities, or any significant adverse change in Executive’s title as CFO of the Company, the General Partner and QTS LLC;

(b) Executive’s place of employment is moved more than fifty (50) miles from the Company’s current location in Overland Park, Kansas;

(c) a material diminution in Executive’s base compensation, as in effect from time to time; or

(d) a material breach by QTS LLC or the General Partner of any term of this Agreement.

It shall be a condition precedent to Executive’s right to terminate his employment for Good Reason that (a) he shall have first given the Board written notice stating with reasonable specificity the act(s) on which such termination is premised within ninety (90) days after Executive becomes aware of such act(s), (b) if such act(s) is susceptible of cure or remedy, it has not been cured or remedied within thirty (30) days after receipt of such notice, and Executive has terminated his employment within twelve (12) months after the occurrence of the event giving rise to Good Reason.

4.1.4 Any Other Reason. Notwithstanding anything to the contrary herein, QTS LLC shall have the right to terminate Executive’s employment under this Agreement at any time without Cause by giving written notice of such termination to Executive, and Executive shall have the right to terminate Executive’s employment under this Agreement at any time without Good Reason by giving written notice of such termination to QTS LLC. Any notice by Executive hereunder shall be given at least sixty (60) days in advance of such termination. Any notice by QTS LLC shall be given at least ninety (90) days in advance of such termination.

4.2 Termination Date. Except as provided in Section 4.1.1 with respect to Executive’s death or Disability, any termination under Section 4.1 shall be effective on the termination of the applicable notice period following receipt of notice by Executive or QTS LLC, as the case may be, of such termination or upon such other later date as may be provided herein or specified by QTS LLC or Executive in the notice (the “Termination Date”).

4.3 Effect of Termination.

4.3.1 Termination with Cause or without Good Reason. In the event that Executive’s employment is terminated by QTS LLC with Cause or by Executive without Good Reason, QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by applicable law. “Accrued Obligations” means the sum of (a) Executive’s salary hereunder through the Termination Date to the extent not theretofore paid; (b) the amount of any accrued but unused vacation pay; (c) any business expense reimbursements incurred by Executive as of the Termination Date and submitted for reimbursement, in each case, consistent with the policy for such reimbursements, within ten (10) days following the Termination Date; and (d) any performance bonus or discretionary bonus under Section 2.2 that has been earned or declared for a bonus period ending before the Termination Date but not paid before the Termination Date.

4.3.2 Termination without Cause, with Good Reason or at Death or Disability. In the event that Executive’s employment is terminated by QTS LLC without Cause, by Executive for Good Reason, or on death or disability:

(a) QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

(b) Solely in the case of a termination for death or disability, if not previously vested in full, the Equity Awards and any other equity awards granted to Executive shall fully vest as of the Termination Date;

(c) Solely in the case of a termination by QTS LLC without Cause or by Executive for Good Reason, if not previously vested in full, the Equity Awards and any other equity awards granted to Executive that otherwise would vest during the then-current term of this Agreement (whether the initial term or any renewal term) shall fully vest as of the Termination Date;

(d) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date, an amount equal to one (1) times Executive’s annual salary as in effect on the Termination Date;

(e) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date, a prorated bonus for the year in which the termination occurs determined by multiplying the target bonus for such year by the quotient of the number of calendar days of employment during the year of termination divided by 365;

(f) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date, an amount equal to one (1) times Executive’s Annual Bonus (as defined below) for the year in which the termination occurs; and

(g) QTS LLC shall provide Executive with continuing coverage under its health benefit plans for the one (1) year period following the Termination Date. If Executive elects COBRA coverage, at the end of such year, QTS LLC shall reimburse Executive for his premiums for such coverage. If the QTS LLC is not able to provide continuing coverage of Executive under its health benefit plans, other than via COBRA coverage, then in addition to paying the premiums during the COBRA period, the Company shall pay Executive an additional amount equal to the cost of substantially similar coverage for himself and his family for one (1) year of coverage. Any reimbursement under this Section 4.3.2(f) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense. For purposes of this Agreement, “Family Members” shall include Executive’s immediate family and any parent, brother or sister.

4.3.3 Termination upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply:

(a) Upon the occurrence of a Triggering Event:

(1) QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

(2) QTS LLC shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from QTS LLC, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s annual salary as in effect on the date of the Triggering Event or on the date on which the Change in Control occurs, whichever is higher;

(3) QTS LLC shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x)

in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.3(a)(2) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and

(4) QTS LLC shall provide Executive, at QTS LLC’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.

(b) “Change in Control” means:

(1) Prior to any initial public offering of securities of the General Partner (“IPO”), (i) any transaction or series of transactions pursuant to which ownership of at least a majority of the combined voting power of the Company’s outstanding voting securities as of the Effective Date is transferred (through merger, transfer of units or other similar transaction) to persons or entities other than the persons or entities (“Incumbent Partners”) who were partners of the Company as of the Effective Date, or (ii) any transfer of direct or indirect ownership or control of QTS LLC or its assets by the Company, and

(2) Following an IPO, Change of Control means:

A. Any “person” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the General Partner or the Company, any Incumbent Partner, any trustee or other fiduciary holding securities under any employee benefit plan of the General Partner, the Company or QTS LLC or any corporation or other entity owned, directly or indirectly, by the partners of the Company in substantially the same proportion as their ownership of interests in the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the General Partner or the Company representing 30% or more of the then combined voting power of the then outstanding voting securities of the General Partner or the Company, as the case may be;

B. During any period of twelve (12) consecutive months, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who

has entered into an agreement with the General Partner or the Company to effect a transaction described in clause (A), (C) or (D) hereof) whose election by the Board or nomination for election by the General Partner’s equityholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or actual threatened solicitation of proxies or consents by or on behalf of a person other than the Board, cease for any reason to constitute at least a majority of the Board;

C. The equityholders of the General Partner or the Partners of the Company approve a merger or consolidation of the General Partner or the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the General Partner or the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in (x) the voting securities of the General Partner outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than 70% of the combined voting power of the voting securities of the General Partner or such surviving or parent entity outstanding immediately after such merger or consolidation and (y) the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than 70% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the General Partner or the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the General Partner or the Company representing 30% or more of the then combined voting power of the General Partner’s or the Company’s, as the case may be, then outstanding voting securities; or

D. The consummation of the sale or disposition by the General Partner or the Company of all or substantially all of the assets of the General Partner or the Company, as the case may be (or any transaction or series of transactions within a period of twelve months ending on the date of the last sale or disposition having a similar effect), or any transfer of direct or indirect ownership or control of QTS LLC or its assets by the Company.

For the avoidance of doubt, an IPO shall not constitute a Change in Control and no reorganization of the Company or its ownership in contemplation of an IPO shall constitute a Change in Control.

(c) “Triggering Event” will be deemed to have occurred if (i) within two (2) years from the date on which the Change in Control occurred, QTS LLC terminates the employment of Executive, other than in the case of a termination for Cause, or (ii) within two (2) years from the date on which the Change in Control occurred, the Executive terminates his employment for Good Reason.

(d) “Executive’s Annual Bonus” means, for purposes of Section 4.3.2 and this Section 4.3.3, Executive’s annual bonus (i) at the time of the Termination Date for purposes of Section 4.3.2, calculated on the basis of the target bonus available to Executive and the assumption that all performance goals are satisfied at the target achievement level by QTS LLC and Executive in the year in which such Termination without Cause or for Good Reason occurred, and (ii) with regard to a Triggering Event, the annual bonus in effect on the Termination Date or on the date on which the Change in Control occurred, whichever is higher, calculated on the basis of the maximum bonus available to Executive and the assumption that all performance goals are satisfied at a 100% achievement level by QTS LLC and Executive in the year in which such Triggering Event or such Change in Control, as the case may be, occurred.

For the avoidance of doubt, in the event of a Change of Control and a Triggering Event under circumstances entitling Executive to payments and benefits under this Section 4.3.3, such payments and benefits shall be in lieu of payments and benefits under Section 4.3.2, and Executive shall not be entitled to any compensation or benefits under Section 4.3.2.

4.3.4 Waiver and Release Agreement. In consideration of the severance payments and other benefits described in Section 4.3.2 and Section 4.3.3, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to QTS LLC on or before the sixtieth (60^th) day after the applicable Termination Date a waiver and general release of claims in favor of the Quality Companies, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to QTS LLC, that has become effective in accordance with its terms, and for which any revocation periods applicable to such release shall have expired on or prior to the sixtieth (60^th) day following Executive’s Termination Date. If Executive fails to execute and deliver such release agreement on or before the sixtieth (60^th) day following the applicable Termination Date, if any revocation period applicable to such release has not expired on or before the sixtieth (60^th) day following Executive’s Termination Date or if Executive revokes such release as provided therein, QTS LLC shall have no obligation to provide any of the severance payments and other benefits described in Section 4.3.2 or Section 4.3.3 other than any Accrued Obligations.

4.4 Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death. Within twenty (20) business days following the end of such six (6)-month period, or, if earlier, Executive’s death, QTS LLC shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 4.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. The Executive will be deemed to have a Termination Date for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred and any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of QTS LLC.

4.5 Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or QTS LLC, and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with the Company or QTS LLC at or subsequent to the Termination Date, which shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

4.6 No Set-Off or Mitigation. QTS LLC’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense, or other claim, right or action that QTS LLC may have against Executive or others, except to the extent of the mitigation and setoff provisions provided for in this Agreement. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

4.7 Excise Tax-Related Provisions. The payments and benefits that Executive may be entitled to receive under this Agreement and other payments and benefits that Executive is or may be entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments (as defined below) that are subject to Sections 280G and 4999 of the Code. As provided in this Section 4.7, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow Executive to receive a greater Net After Tax Amount (as defined below) than Executive would receive absent a reduction.

4.7.1 The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

4.7.2 The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

4.7.3 Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Executive with the higher Net After Tax Amount. If Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any cash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company) and then by reducing the amount of any noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company). The Accounting Firm will notify Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send Executive and the Company a copy of its detailed calculations supporting that determination.

4.7.4 As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 4.7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed under this Section 4.7 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 4.7 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest, the amount of the Overpayment; provided, however, that no amount will be payable by the Executive to the Company unless, and then only to the extent that, the payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

For purposes of this Section 4.7, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before a Change in Control. For purposes of this Section 4.7, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any State or local income taxes applicable to Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 4.7, the term “Parachute Payment” means a payment that is described in Section 280G(b)(2) of the Code, determined in accordance with Section 280G of the Code and the regulations promulgated or proposed thereunder.

ARTICLE 5

RESTRICTIVE COVENANTS

5.1 Confidential Information.

5.1.1 Obligation to Maintain Confidentiality. Executive acknowledges that, by reason of Executive’s employment by QTS LLC and position with the Company and the General Partner, Executive will have access to confidential matters relating to the business, assets and operations (collectively, “Confidential Information”) of the Quality Companies. Executive acknowledges that such Confidential Information is a valuable and unique asset of the Quality Companies and covenants that, both during and after the Term, Executive shall not disclose any Confidential Information to any person, partnership, corporation, limited liability company, or any other entity (each, a “Person”) (except as Executive’s duties as a manager, director, officer or employee of the Company or the General Partner require) without the prior written authorization of the Board. Notwithstanding the foregoing, information which (i) at the time of receipt is, or thereafter becomes, publicly known through no wrongful act of Executive, (ii) is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement, or (iii) was developed by Executive independently of and without reference to information obtained from the Company shall not be considered “Confidential Information.” Notwithstanding the foregoing, Executive shall not be restricted from disclosing Confidential Information to the extent required by law, court order, subpoena or other legal proceeding or to his attorneys and advisors in connection with a dispute between Executive and a Quality Company.

5.1.2 Company Property. All records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual Property and other property delivered to or compiled by Executive by or on behalf of any Quality Company or its providers, clients or customers that pertain to the business of any Quality Company shall be and remain the property of such Quality Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data

pertaining to the business, activities, research and development, Intellectual Property or future plans of a Quality Company that is collected by Executive shall be delivered promptly to such Quality Company without request by it upon termination of Executive’s employment for any reason. For purposes of this Section 5.1.2, “Intellectual Property” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights and any applications therefor.

5.2 Inventions. Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and managerial contributions of value to the Quality Companies. Executive hereby assigns to the applicable Quality Company all rights, title and interest in such contributions and inventions made or conceived by Executive alone or jointly with others during the Term that relate to the business of such Quality Company. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. Executive shall promptly and fully disclose all such contributions and inventions to the Company and assist the Company or any other Quality Company, as the case may be, in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions shall be the property of the applicable Quality Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Notwithstanding the foregoing, no Quality Company shall have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of any Quality Company’s resources that does not relate to the business of any Quality Company and does not result from any work performed by Executive for any Quality Company.

5.3 Nondisparagement.

(a) Executive agrees that he will not talk about or otherwise communicate to any third parties in a malicious, disparaging or defamatory manner regarding the Company, the General Partner, QTS LLC or any of their respective affiliates, owners or their past or present employees, directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company, the General Partner, QTS LLC or any of their respective affiliates, owners or their past or present employees, directors, officers or other representatives

(b) The Company and the General Partner agree that they will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding Executive and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Executive. For purposes of this non-disparagement provision, the Company and the General Partner are defined to mean the Company’s executive team and the Board.

5.4 Non-Compete. The Executive acknowledges the Quality Companies’ reliance and expectation of the Executive’s continued commitment to performance of the Executive’s duties and responsibilities during the term of this Agreement. In light of such reliance and expectation on the part of the Quality Companies, during the term of this Agreement and for a period of one (1) year thereafter (and, as to subparagraph (b), at any time during and after the term of this Agreement), the Executive shall not, directly or indirectly do or suffer either of the following:

(a) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other company, corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing data centers or colocation facilities and/or the provision of cloud or managed services; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant; or

(b) disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Quality Companies, any confidential information relating to the Quality Companies’ operations, properties or otherwise to the particular business or other trade secrets of the Quality Companies, it being acknowledged by the Executive that all such information regarding the business of the Quality Companies compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by the Quality Companies is confidential information and the Quality Companies’ exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Quality Companies, (D) was not acquired by the Executive from the Quality Companies or their representatives or (E) is required to be disclosed by rule of law or by order of a court or governmental body or agency.

5.5 Non-Solicitation. The Executive will not directly or indirectly during the term of this Agreement and for a period of one (1) year after the expiration of this Agreement or the termination of Executive’s employment for any reason, (a) solicit or induce or attempt to solicit or induce any employee(s) of the Company and/or any subsidiary, affiliated or related companies to terminate their employment with the Company and/or any subsidiary, affiliated or related companies, (b) solicit, recruit, induce for employment or hire (on behalf of the Executive or any other person or entity) any employee (other than clerical employees) or independent contractor who has left the employment or other service of the Quality Companies (or any predecessor thereof) within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Quality Companies or (c) solicit any of tenants of the Quality Companies to lease, purchase or otherwise occupy data center space in the United States of America or encourage any of the tenants of the Quality Companies to reduce its patronage of Quality.

5.6 Cooperation. At all times during Executive’s employment and after the date of Executive’s termination of employment, Executive agrees to reasonably cooperate (i) with the Company, the General Partner and QTS LLC in the defense of any legal matter involving any matter that arose during Executive’s employment in the business of the Company, the General Partner and QTS LLC, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the business of the Company, the General Partner or QTS LLC. The Company, the General Partner or QTS LLC, as applicable, will reimburse Executive for reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.

5.7 Reasonableness of Restrictions; Blue-Penciling. Executive has carefully read and considered the provisions of Article 5 of this Agreement, and, having done so, agrees that the restrictions set forth in such paragraphs are fair and reasonable and reasonably required for the protection of the interests of the business of the Quality Companies. If any of the provisions of Article 5 shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. If any provision of Article 5 relating to time periods or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time periods and/or areas of restriction shall be deemed to become and thereafter be the maximum time period and/or areas which such court deems reasonable and enforceable.

5.8 Breach of Restrictive Covenants. The parties agree that a breach or violation of any provision of this Article 5 will result in immediate and irreparable injury and harm to the business of the Quality Companies, and that the Company, the General Partner, QTS LLC and each other Quality Company shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder, including without limitation, to address any threatened breach or violation, and to enjoin and restrain Executive and each and every person, firm, company or corporation concerned therewith, from the violation or continuance of such violation or breach. In addition thereto, Executive shall be responsible for all damages, including reasonable attorneys’ fees, sustained by the Company, the General Partner, QTS LLC and any other Quality Company by reason of said violation. In addition to any other remedy which may be available at law or in equity, or pursuant to any other provision of this Agreement, the payments by QTS LLC of any severance to which Executive may otherwise be entitled under this Agreement will cease as of the date on which such violation first occurs.

ARTICLE 6

GOVERNING LAW, DISPUTE RESOLUTION

6.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF KANSAS.

6.2 Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation, directly or indirectly, arising out of or relating to this Agreement or any transaction contemplated hereby. Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation,

seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.2.

ARTICLE 7

MISCELLANEOUS

7.1 Amendments. The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.

7.2 Entire Agreement. This Agreement constitutes the total and complete agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements heretofore made, and there are no other representations, understandings or agreements.

7.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed and original, but all of which shall together constitute one and the same instrument.

7.4 Severability. Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect.

7.5 Waiver or Delay. The failure or delay on the part of the Company, the General Partner, QTS LLC or any Quality Company or Executive to exercise any right or remedy, power or privilege hereunder shall not operate as a waiver thereof, except as explicitly set forth herein. A waiver, to be effective, must be in writing and signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

7.6 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns, except as otherwise provided herein. Neither this Agreement nor any of the rights, benefits, obligations or duties hereunder may be assigned or transferred by Executive except by operation of law. The Company, the General Partner and QTS LLC may assign this Agreement or their respective obligations under this Agreement to any affiliate or successor. The Company, the General Partner and QTS LLC shall require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, the General Partner or QTS LLC to assume expressly and agree, and the Company shall cause any successor general partner of the Company to assume expressly and agree, to perform this Agreement in the same manner and to the same extent that the Company, the General Partner or QTS LLC, as applicable, would be required to perform if no such succession had taken place.

7.7 Necessary Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

7.8 Notices. All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or 48 hours after mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the party at his address set forth as follows or any other address that any party may designate by written notice to the other parties:

To Executive:	Bill Schafer
	Address on file with the Company
To the Company, the General Partner or QTS LLC:	c/o QualityTech GP, LLC 12851 Foster Street, Suite 205 Overland Park, Kansas 66213 Attention: General Counsel Facsimile: (913) 814-7766

7.9 Headings and Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered as construing or interpreting the provisions of this Agreement.

7.10 Construction. All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby.

7.11 Counsel. Executive has been advised by the Company, the General Partner and QTS LLC that he should consider seeking the advice of counsel in connection with the execution of this Agreement and the other agreements contemplated hereby and Executive has had an opportunity to do so. Executive has read and understands this Agreement and has sought the advice of counsel to the extent he has determined appropriate.

7.12 Withholding of Compensation. Executive hereby agrees that QTS LLC may deduct and withhold from the compensation or other amounts payable to Executive hereunder or otherwise in connection with Executive’s employment any amounts required to be deducted and withheld by QTS LLC under the provisions of any applicable Federal, state and local statute, law, regulation, ordinance or order.

7.13 Executive Representation. Executive acknowledges that by entering into or complying with any provision of this Agreement he is not breaching or acting in contravention of any other agreement or commitment he has to any other firm, corporation, partnership, organization, person or any other individual or entity.

7.14 D & O Insurance. The Company, the General Partner and/or QTS LLC will maintain directors’ and officers’ liability insurance during the Term and for a period of not less than six (6) years thereafter, covering acts and omissions of Executive during the Term, on terms substantially no less favorable than those in effect on the date of this Agreement. During the Term and for a period of not less than six (6) years thereafter, Executive shall receive the same benefits provided to any of the Company’s officers and directors under any additional D&O insurance or similar policy, any indemnification agreement, Company policies or the articles of organization or bylaws of the Company or the General Partner as in effect as of the date hereof, provided, however, that in the event that the benefits provided to any of the Company’s officers and directors under any of the foregoing documents or policies are enlarged after the date hereof, Executive shall receive such enlarged benefits.

7.15 Legal Fees. QTS LLC shall reimburse Executive for all reasonable legal fees incurred by Executive in connection with the negotiation, preparation and execution of this Agreement.

7.16 Arbitration. Any dispute or controversy arising under or in connection with this Agreement other than a dispute pursuant to Section 5.4 and Section 5.5, shall be settled exclusively by arbitration in the State of Kansas by three arbitrators in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, QTS LLC and Executive each hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the State of Kansas, (ii) any of the courts of the State of Kansas, or (iii) any other court having jurisdiction. QTS LLC and Executive further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. QTS LLC and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which it or he may now or hereafter have to such jurisdiction and any defense of inconvenient forum. QTS LLC and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party shall bear its or his costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 7.16; provided, however, that the party that substantially prevails in an arbitration shall be reimbursed by the other party for all reasonable costs, including reasonable attorneys’ fees and costs, incurred by such prevailing party in connection with the arbitration. Notwithstanding any provision in this Section 7.16, Executive shall be paid all compensation due and owing under this Agreement during the pendency of any dispute or controversy arising under or in connection with this Agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY
QUALITYTECH, LP
By:	QUALITYTECH GP, LLC,
	its sole general partner
	By:	/s/ Shirley E. Goza
		Name:	Shirley E. Goza
		Title:	Vice President, General Counsel & Secretary
GENERAL PARTNER
QUALITYTECH GP, LLC
By:	/s/ Shirley E. Goza
Name:	Shirley E. Goza
Title:	Vice President, General Counsel & Secretary
QTS LLC
QUALITY TECHNOLOGY SERVICES, LLC
By:	/s/ Shirley E. Goza
Name:	Shirley E. Goza
Title:	Vice President, General Counsel & Secretary
EXECUTIVE
/s/ William H. Schafer
WILLIAM H. SCHAFER

EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

(James Reinhart)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 15, 2012 (“Effective Date”), by and among QualityTech GP, LLC, a Delaware limited liability company (the “Company”), QualityTech, LP, a Delaware limited partnership (the “OP”), and James Reinhart, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the Company and the OP desire for the Company to employ Executive as its Chief Operations Officer – Operations (“COO-Operations”) and for the Company to cause the Executive to be appointed COO-Operations of Quality Technology Services, LLC, a Delaware limited partnership and affiliate of the Company and the OP (“QTS”), and Executive desires to accept such employment and appointment, on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

EMPLOYMENT, TERM AND DUTIES

1.1 Employment. QTS and/or the Company shall hereby employ Executive as the COO-Operations of the Company, upon the terms and conditions set forth in this Agreement, and shall cause Executive to be appointed COO-Operations of the Company for and during the Term. Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company, unless otherwise determined by the Board of Managers of the Company (“Board”)(but subject to Section 4.1.3(a)).

1.2 Term. QTS and/or the Company shall employ Executive, and Executive shall serve as the COO-Operations of the Company commencing upon the Effective Date, and continuing thereafter for a two (2) year term (the “Term”), unless earlier terminated under Article 4; provided, that the Term shall automatically renew for additional one (1)-year periods unless QTS (and/or the Company) or Executive gives notice of non-renewal at least thirty (30) days prior to expiration of the Term (as it may have been extended by any renewal period).

1.3 Duties. Executive shall perform all the duties and obligations reasonably associated with the position of COO-Operations and consistent with the Bylaws or other governing documents of QTS and/or the Company as in effect from time to time, subject to the supervision of the CEO of the Company, and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the CEO (including the performance of services for any subsidiary or affiliate of the Company without any additional compensation). Executive shall perform the duties contemplated herein faithfully and diligently.

Executive shall devote substantially all of his business time and effort to the performance of Executive’s duties hereunder and to the business affairs of the OP and the Company; provided, that in no event shall this provision prohibit Executive from (i) performing social, civic, charitable and religious activities, (ii) managing personal investments and affairs, (iii) participating in educational or professional associations, or (iv) any other activities approved by the CEO, so long as the activities set forth in clauses (i) through (iv) above do not materially and adversely interfere with Executive’s duties and obligations hereunder or to the business affairs of the Company and/or QTS.

James Reinhart – Employment Agreement – Execution Version

ARTICLE 2

COMPENSATION

2.1 Salary. In consideration for Executive’s services hereunder, QTS or the Company shall pay Executive an annual salary at the rate of $350,000.00 per year during each of the years of the Term (“Base Pay”), payable in accordance with QTS’ regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings). The Base Pay shall be reviewed by the Compensation Committee of the Company (the “Compensation Committee”), no less frequently than annually. Executive will have the opportunity to earn a bonus to be paid in accordance with QTS’ regular bonus payment schedule. Executive is eligible for a target bonus equal to 50% of his Base Pay based upon his performance and the performance of the Company (“Target Bonus”).

2.2 Equity Award: Executive will receive an equity award of Class O or Class RS Units with the Company’s regular issuance schedule, but not later than forty-five (45) days after the Effective Date (“Equity Awards”). The Equity Awards shall be structured as a “profits interest” intended to result in no tax at the time of issuance. The Equity Awards shall be subject to the terms of the OP’s 2010 Equity Participation Plan (or successor plan) (“Equity Plan”). The Equity Awards will be comprised of an initial grant of 50,000 Restricted Class A units (RS Units) and an initial grant of 50,000 Class A option awards (O Units). The Equity Awards will be subject to a four (4)-year vesting schedule and will become 100% vested upon the occurrence of a Change of Control as defined in the Equity Plan. The Equity Awards are in the form of partnership “profits interest” units and accordingly will require Executive to complete a form Section 83(b) election reporting $0.00 income. Additional equity awards may be made in accordance with QTS’ policies and as deemed appropriate by the Compensation Committee.

2.3 Attorneys’ Fees. The Company will reimburse Executive’s reasonably documented attorneys’ fees for purposes of review and negotiation of this Employment Agreement up to $10,000.00.

ARTICLE 3

EXECUTIVE BENEFITS

3.1 Vacation. Executive shall be entitled to four (4) weeks paid vacation each calendar year in accordance with the general policies of QTS or the Company applicable generally to other senior executives of QTS or the Company.

3.2 Employee Benefits. Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of QTS and/or the Company under the personnel policies in effect from time to time. Executive shall receive all other such fringe benefits as QTS and/or the Company may offer to other senior executives under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

3.3 Reimbursement for Expenses. Executive shall be reimbursed for all documented reasonable expenses incurred by Executive in the performance of his duties or otherwise in furtherance of the business of QTS and/or the Company in accordance with the reimbursement policies in effect from time to time. Any reimbursement under this Section 3.3 that is taxable to Executive shall be made by December 31 of the calendar year following the calendar year in which Executive incurred the expense.

James Reinhart – Employment Agreement – Execution Version

ARTICLE 4

TERMINATION

4.1 Grounds for Termination.

4.1.1 Death or Disability. Executive’s employment shall terminate immediately in the event of Executive’s death or Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the good-faith judgment of the CEO, substantially prevents Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the management of QTS, the Company, and/or the OP for more than three consecutive months or for more than 90 days in any 180-day period.

4.1.2 Cause. QTS and the Company shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause”):

(a) Executive’s conviction of, or pleading guilty or nolo contendere to, a crime that constitutes a felony or any lesser criminal offense involving dishonesty or moral turpitude;

(b) any commission by Executive of an act of dishonesty, theft, fraud, or embezzlement;

(c) any willful act by Executive that has a significant adverse effect on the reputation of QTS, the Company, or any of their affiliates;

(d) the substantial failure or refusal by Executive to perform the duties of COO-Operations. It shall be a condition precedent to the Company’s right to terminate employment for Cause pursuant to this subsection (d) that (i) the Company shall have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised; (b) if such act(s) is susceptible of cure or remedy, Executive shall have sixty (60) days after receipt of such notice to cure any deficiencies, or;

(e) Executive’s material violation of the material written rules, regulations, procedures, or policies relating to the conduct of employees, directors or officers of the Company.

For purposes of paragraph (c), no act or omission by Executive shall be “willful” if conducted in good faith and with a reasonable belief that such act or omission was in the best interests of the Company.

4.1.3 Good Reason. Executive may terminate his employment under this Agreement by giving written notice to the Company upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Good Reason”):

(a) A material diminution in Executive’s authority, duties or responsibilities (including reporting responsibilities), or any significant adverse change in Executive’s title as COO-Operations of the Company and the GP, or;

James Reinhart – Employment Agreement – Execution Version

(b) A material diminution in Executive’s Base Pay, as in effect from time to time, or;

(c) The Executive’s place of employment is moved more than fifty (50) miles from the Company’s current location in Overland Park, Kansas, or;

(d) The failure of a successor to the assets or business of the Company or the OP to assume the obligations of the Company under this Agreement.

It shall be a condition precedent to Executive’s right to terminate his employment for Good Reason that (a) he shall have first given the Company written notice stating with reasonable specificity the act(s) on which such termination is premised within forty-five (45) days after Executive becomes aware of such act(s), (b) if such act(s) is susceptible of cure or remedy, it has not been cured or remedied within thirty (30) days after receipt of such notice, and Executive has terminated his employment within forty-five (45) days after so notifying the Company.

4.1.4 Any Other Reason. Notwithstanding anything to the contrary herein, the Company shall have the right to terminate Executive’s employment under this Agreement at any time without Cause by giving written notice of such termination to Executive, and Executive shall have the right to terminate Executive’s employment under this Agreement at any time without Good Reason by giving written notice of such termination to the Company. Any notice by Executive hereunder shall be given at least sixty (60) days in advance of such termination.

4.2 Termination Date. Except as provided in Section 4.1.1 with respect to Executive’s death or Disability, any termination under Section 4.1 shall be effective upon receipt of notice by Executive or the Company, as the case may be, of such termination or upon such other later date as may be provided herein or specified by the Company or Executive in the notice (the “Termination Date”).

4.3 Effect of Termination.

4.3.1 Termination with Cause or without Good Reason. In the event that Executive’s employment is terminated by the Company with Cause or by Executive without Good Reason, the Company shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by applicable law. “Accrued Obligations” means the sum of (a) Executive’s Base Pay hereunder through the Termination Date to the extent not theretofore paid, (b) the amount of any accrued but unused vacation pay, and (c) any business expense reimbursements incurred by Executive as of the Termination Date and submitted for reimbursement, in each case, consistent with the policy for such reimbursements, within ten (10) days following the Termination Date.

4.3.2 Termination without Cause, with Good Reason or due to Company Non-Renewal after the initial two-year Term. In the event that Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason or due to Company Non-Renewal after the initial two-year Term:

(a) The Company shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

James Reinhart – Employment Agreement – Execution Version

(b) The Company shall pay to Executive, in a lump sum in cash one (1) year of Executive’s Base Pay plus the Target Bonus as in effect on the Termination Date;

(c) The Company shall pay to Executive, in a lump sum in cash all bonus amounts earned but not yet paid for the year prior to the year in which the Termination Date occurs;

(d) If Executive elects COBRA coverage, the Company shall reimburse Executive for his premiums for such coverage for a period of twelve (12) months.

(e) The Company shall provide to Executive, at the Company’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year follow the Termination Date.

The Company’s delivery of any notice under Section 1.2 of this Agreement that the Agreement will not be renewed and any subsequent termination of Executive’s employment at the expiration of such Term of the Agreement shall not be considered a termination without Cause except in the case of non-renewal after the initial two-year Term, and Executive shall not be entitled to any payments or benefits under this Section 4.3.2 under such circumstance.

4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability the OP shall pay all Accrued Obligations to Executive or Executive’s estate in a lump sum in cash within thirty (30) business days after the Termination Date.

4.3.4 Waiver and Release Agreement. In consideration of the severance payments and other benefits described in clauses (b), (c), (e) and (f) of Section 4.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to the Company within thirty (30) business days after the applicable Termination Date a waiver and general release of claims in favor of the Company and the OP, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms. If Executive fails to execute and deliver the Release Agreement within thirty (30) business days after the applicable Termination Date, or if Executive revokes such Release as provided therein, the Company shall have no obligation to provide any of the severance payments and other benefits described in clauses (b), (c), (e) or (f) of Section 4.3.2. If such severance payments and other benefits could be paid in either of two calendar years depending on the date such release is delivered to the Company, such payments shall be made on the later of January 15, or the dats such release is delivered and becomes non-revocable, of such later calendar year.

4.4 Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the

James Reinhart – Employment Agreement – Execution Version

meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), the shares of the Company, the OP or any affiliate is publicly traded on an established securities market or otherwise, and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death. Within twenty (20) business days following the end of such six (6)-month period, or, if earlier, Executive’s death, the Company shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 4.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

4.5 Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company, QTS, the OP or its subsidiaries and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with the Company, QTS, the OP or its subsidiaries at or subsequent to the termination date, which shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

ARTICLE 5

RESTRICTIVE COVENANTS

5.1 Confidential Information.

5.1.1 Obligation to Maintain Confidentiality. Executive acknowledges that, by reason of Executive’s employment by the Company, the Executive will have access to confidential information (collectively, “Confidential Information”) of the Company, the OP and their respective subsidiaries (collectively, the “Quality Companies”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Quality Companies and covenants that, both during and after the Term, Executive shall not disclose any Confidential Information to any person, partnership, corporation, limited liability company, or any other entity (“Person”) (except as Executive’s duties as a manager, or employee of the Company and the OP require) without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 5.1 shall not apply to Confidential Information that otherwise becomes known to the public through no act of Executive in breach of this Agreement or which is required to be disclosed by court order, applicable law or regulatory requirements, nor shall it apply to Executive’s disclosure of Confidential Information to his attorneys and advisors in connection with a dispute between Executive and a Quality Company.

5.1.2 Company Property. All records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual Property and other property delivered to or compiled by Executive by or on behalf of any Quality Company or its providers, clients or customers that pertain to the business of any Quality Company shall be and remain the property of such Quality Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of a Quality Company that is collected by the Executive shall be delivered promptly to such Quality Company without request by it upon termination of Executive’s employment for any reason. For purposes of this Section

James Reinhart – Employment Agreement – Execution Version

5.1.3 “Intellectual Property” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights, and any applications therefor.

5.2 Inventions. Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and managerial contributions of value to the Quality Companies. Executive hereby assigns to the applicable Quality Company all rights, title and interest in such contributions and inventions made or conceived by Executive alone or jointly with others during the Term that relate to the business of such Quality Company. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. Executive shall promptly and fully disclose all such contributions and inventions to the Company and the OP and assist the Company and the OP or any other Quality Company, as the case may be, in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions shall be the property of the applicable Quality Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Notwithstanding the foregoing, no Quality Company shall have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of any Quality Company’s resources that does not relate to the business of any Quality Company and does not result from any work performed by Executive for any Quality Company.

5.3 Non-disparagement. Executive agrees that he will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding the Company, the OP or any of their affiliates, owners or their past or present employees, directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company, the OP or any of their affiliates, owners or their past or present employees, directors, officers or other representatives or their past or present employees, officers or other representatives.

The Company and the OP agree that they will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding Executive and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Executive. For purposes of this non-disparagement provision, the Company and the OP are defined to mean the Company’s executive team and the Board.

5.4 Cooperation. At all times during Executive’s employment and after the date of Executive’s termination of employment, Executive agrees to reasonably cooperate (if occurring after termination of employment, to the extent not interfering with Executive’s other full-time business endeavors) (i) with the Company and the OP in the defense of any legal matter involving any matter that arose during Executive’s employment in the business of the Company and the OP, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the business of the Company and the OP. The Company or the OP, as applicable, will reimburse Executive for reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.

5.5 Reasonableness of Restrictions; Blue-Penciling. Executive has carefully read and considered the provisions of Section 5 of this Agreement, and, having done so, agrees that the restrictions set forth in such paragraphs are fair and reasonable and reasonably required for the protection of the interests of the Company and the OP and their businesses. If any of the provisions of Section 5 shall be held to be invalid or unenforceable, the remaining provisions thereof shall

James Reinhart – Employment Agreement – Execution Version

nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. If any provision of Section 5 relating to time periods or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time periods and/or areas of restriction shall be deemed to become and thereafter be the maximum time period and/or areas which such court deems reasonable and enforceable.

5.6 Breach of Restrictive Covenants. The parties agree that a breach or violation of any provision of this Article 5 will result in immediate and irreparable injury and harm to the Company, the OP and their business, and that the Company, the OP and their affiliates shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder, including without limitation, to address any threatened breach or violation, and to enjoin and restrain Executive and each and every person, firm, company or corporation concerned therewith, from the violation or continuance of such violation or breach. In addition thereto, Executive shall be responsible for all damages, including reasonable attorneys’ fees, sustained by the Company, the OP and their affiliates by reason of said violation.

ARTICLE 6

GOVERNING LAW

6.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF KANSAS.

ARTICLE 7

MISCELLANEOUS

7.1 Amendments. The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.

7.2 Entire Agreement. This Agreement constitutes the total and complete agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements heretofore made, and there are no other representations, understandings or agreements.

7.3 Counterparts. This Agreement may be executed in one of more counterparts, each of which shall be deemed and original, but all of which shall together constitute one and the same instrument.

7.4 Severability. Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect.

James Reinhart – Employment Agreement – Execution Version

7.5 Waiver or Delay. The failure or delay on the part of the Company or Executive to exercise any right or remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

7.6 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns, except as otherwise provided herein. Neither this Agreement nor any of the rights, benefits, obligations or duties hereunder may be assigned or transferred by Executive except by operation of law. The Company and the OP may assign this Agreement to any affiliate or successor. The Company and the OP shall require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and the OP to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

7.7 Necessary Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

7.8 Notices. All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or 48 hours after mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the party at his address set forth as follows or any other address that any party may designate by written notice to the other parties:

To Executive:	James Reinhart
	Address on file with the Company
To the Company or the OP:	c/o QualityTech GP, LLC 12851 Foster Street, Suite 205 Overland Park, Kansas 66213 Attention: General Counsel Facsimile: (913) 814-7766

7.9 Headings and Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered as construing or interpreting the provisions of this Agreement.

7.10 Construction. All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby.

7.11 Counsel. Executive has been advised by the Company and the OP that he should consider seeking the advice of counsel in connection with the execution of this Agreement and the other agreements contemplated hereby and Executive has had an opportunity to do so. Executive has read and understands this Agreement, and has sought the advice of counsel to the extent he has determined appropriate.

7.12 Withholding of Compensation. Executive hereby agrees that the Company may deduct and withhold from the compensation or other amounts payable to Executive hereunder or

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otherwise in connection with Executive’s employment any amounts required to be deducted and withheld by the Company under the provisions of any applicable Federal, state and local statute, law, regulation, ordinance or order.

7.13 Executive Representation. Executive acknowledges that by entering into or complying with any provision of this Agreement he is not breaching or acting in contravention of any other agreement or commitment he has to any other firm, corporation, partnership, organization, person or any other individual or entity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY
QualityTech GP, LLC
By:	/s/ Shirley Goza
Name:	Shirley Goza
Title:	General Counsel
OP
QualityTech, LP
By:	QualityTech GP, LLC, its sole general partner
	By:	/s/ Shirley Goza
	Name:	Shirley Goza
	Title:	General Counsel
EXECUTIVE
/s/ James Reinhart
James Reinhart

James Reinhart – Employment Agreement – Execution Version

EX-10.7

Exhibit 10.7

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

(James Reinhart)

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech GP, LLC, a Delaware limited liability company (the “Company”), QualityTech, LP, a Delaware limited partnership (the “OP”), Quality Technology Services, LLC, a Delaware limited liability company (“QTS”), and James Reinhart, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the Company, the OP and the Executive have entered into that certain Employment Agreement, dated June 29, 2013 (the “Employment Agreement”), and now desire to amend the Employment Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

1. Amendment.

(a) The Preamble to the Employment Agreement hereby is amended by deleting the defined term “(“Company”)” and replacing such defined term with: “(together with any successor general partner of the OP, the “Company”).”

(b) Section 4.3.3 of the Employment Agreement hereby is amended by inserting the following new clause (d) and re-numbering the remaining clauses accordingly:

“(d) If not previously vested in full, the Equity Awards and any other equity awards granted to Executive following the date hereof that otherwise would vest during the then-current term of this Agreement (whether the initial term or any renewal term) shall fully vest as of the Termination Date;”

(c) The Employment Agreement hereby is amended by deleting Section 4.3.3 and replacing such section with the following new Section 4.3.3:

“4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability the OP shall pay all Accrued Obligations to Executive or Executive’s estate in a lump sum in cash within thirty (30) business days after the Termination Date. In addition, if not previously vested in full, the Equity Awards and any other equity awards granted to Executive shall fully vest as of the Termination Date.”

(d) The Employment Agreement hereby is amended by adding new Section 4.6 immediately following Section 4.5:

“4.6 Excise Tax-Related Provisions. The payments and benefits that Executive may be entitled to receive under this Agreement and other payments and benefits that Executive is or may be entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments (as defined below) that are subject to Sections 280G and 4999 of the Code. As provided in this Section 4.6, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow Executive to receive a greater Net After Tax Amount (as defined below) than Executive would receive absent a reduction.

4.6.1 The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

4.6.2 The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

4.6.3 Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Executive with the higher Net After Tax Amount. If Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any cash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company) and then by reducing the amount of any noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company). The Accounting Firm will notify Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send Executive and the Company a copy of its detailed calculations supporting that determination.

4.6.4 As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 4.6, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed under this Section 4.6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 4.6 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm

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believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest, the amount of the Overpayment; provided, however, that no amount will be payable by the Executive to the Company unless, and then only to the extent that, the payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

For purposes of this Section 4.6, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before a Change in Control. For purposes of this Section 4.6, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any State or local income taxes applicable to Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 4.6, the term “Parachute Payment” means a payment that is described in Section 280G(b)(2) of the Code, determined in accordance with Section 280G of the Code and the regulations promulgated or proposed thereunder.”

2. Joinder. QTS hereby joins the Employment Agreement as if QTS were originally a party thereto.

3. Employment Agreement Unchanged. Except as modified by this Amendment, all terms and conditions of the Employment Agreement shall remain in full force and effect and shall be unaffected hereby.

(e) Governing Law. This Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Kansas, but not including the choice-of-law rules thereof.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Amendment, or caused this Amendment to be duly executed on its behalf, as of the date first set forth above.

COMPANY
QUALITYTECH GP, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
OP
QUALITYTECH, LP
By:	QUALITYTECH GP, LLC,
	its sole general partner
	By:	/s/ Chad L. Williams
		Name:	Chad L. Williams
		Title:	Chief Executive Officer
QTS
QUALITY TECHNOLOGY SERVICES, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
EXECUTIVE
/s/ James Reinhart
JAMES REINHART

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EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

(Daniel Bennewitz)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 29, 2012 (“Effective Date”), by and among QualityTech GP, LLC, a Delaware limited liability company (the “Company”), QualityTech, LP, a Delaware limited partnership (the “OP”), and Daniel Bennewitz, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the Company and the OP desire for the Company to employ Executive as its Chief Operations Officer–Sales and Marketing (“COO-Sales and Marketing”) and for the Company to cause the Executive to be appointed COO-Sales and Marketing of Quality Technology Services, LLC, a Delaware limited partnership and affiliate of the Company and the OP (“QTS”), and Executive desires to accept such employment and appointment, on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

EMPLOYMENT, TERM AND DUTIES

1.1 Employment. QTS and/or the Company shall hereby employ Executive as the COO-Sales and Marketing of the Company, upon the terms and conditions set forth in this Agreement, and shall cause Executive to be appointed COO-Sales and Marketing of the Company for and during the Term. Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company, unless otherwise determined by the Board of Managers of the Company (“Board”)(but subject to Section 4.1.3(a)).

1.2 Term. QTS and/or the Company shall employ Executive, and Executive shall serve as the COO-Sales and Marketing of the Company commencing upon the Effective Date, and continuing thereafter for a two (2) year term (the “Term”), unless earlier terminated under Article 4; provided, that the Term shall automatically renew for additional one (1)-year periods unless QTS (and/or the Company) or Executive gives notice of non-renewal at least thirty (30) days prior to expiration of the Term (as it may have been extended by any renewal period).

1.3 Duties. Executive shall perform all the duties and obligations reasonably associated with the position of COO-Sales and Marketing and consistent with the Bylaws or other governing documents of QTS and/or the Company as in effect from time to time, subject to the supervision of the CEO of the Company, and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the CEO (including the performance of services for any subsidiary or affiliate of the Company without any additional compensation). Executive shall perform the duties contemplated herein faithfully and diligently.

Executive shall devote substantially all of his business time and effort to the performance of Executive’s duties hereunder and to the business affairs of the OP and the Company; provided, that in no event shall this provision prohibit Executive from (i) performing social, civic, charitable and religious activities, (ii) managing personal investments and affairs, (iii) participating in educational or professional associations, or (iv) any other activities approved by the CEO, so long as the activities set forth in clauses (i) through (iv) above do not materially and adversely interfere with Executive’s duties and obligations hereunder or to the business affairs of the Company and/or QTS.

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ARTICLE 2

COMPENSATION

2.1 Salary. In consideration for Executive’s services hereunder, QTS or the Company shall pay Executive an annual salary at the rate of $350,000.00 per year during each of the years of the Term (“Base Pay”), payable in accordance with QTS’ regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings). The Base Pay shall be reviewed by the Compensation Committee of the Company (the “Compensation Committee”), no less frequently than annually. Executive will have the opportunity to earn a bonus to be paid in accordance with QTS’ regular bonus payment schedule. Executive is eligible for a target bonus equal to 50% of his Base Pay based upon his performance and the performance of the Company (“Target Bonus”).

2.2 Equity Award: Executive will receive an equity award of Class O or Class RS Units with the Company’s regular issuance schedule, but not later than forty-five (45) days after the Effective Date (“Equity Awards”). The Equity Awards shall be structured as a “profits interest” intended to result in no tax at the time of issuance. The Equity Awards shall be subject to the terms of the OP’s 2010 Equity Participation Plan (or successor plan) (“Equity Plan”). The Equity Awards will be comprised of an initial grant of 50,000 Restricted Class A units (RS Units) and an initial grant of 50,000 Class A option awards (O Units). The Equity Awards will be subject to a four (4)-year vesting schedule and will become 100% vested upon the occurrence of a Change of Control as defined in the Equity Plan. The Equity Awards are in the form of partnership “profits interest” units and accordingly will require Executive to complete a form Section 83(b) election reporting $0.00 income. Additional equity awards may be made in accordance with QTS’ policies and as deemed appropriate by the Compensation Committee.

2.3 Attorneys’ Fees. The Company will reimburse Executive’s reasonably documented attorneys’ fees for purposes of review and negotiation of this Employment Agreement up to $10,000.00.

ARTICLE 3

EXECUTIVE BENEFITS

3.1 Vacation. Executive shall be entitled to four (4) weeks paid vacation each calendar year in accordance with the general policies of QTS or the Company applicable generally to other senior executives of QTS or the Company.

3.2 Employee Benefits. Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of QTS and/or the Company under the personnel policies in effect from time to time. Executive shall receive all other such fringe benefits as QTS and/or the Company may offer to other senior executives under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

3.3 Reimbursement for Expenses. Executive shall be reimbursed for all documented reasonable expenses incurred by Executive in the performance of his duties or otherwise in furtherance of the business of QTS and/or the Company in accordance with the reimbursement policies in effect from time to time. Any reimbursement under this Section 3.3 that is taxable to Executive shall be made by December 31 of the calendar year following the calendar year in which Executive incurred the expense.

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ARTICLE 4

TERMINATION

4.1 Grounds for Termination.

4.1.1 Death or Disability. Executive’s employment shall terminate immediately in the event of Executive’s death or Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the good-faith judgment of the CEO, substantially prevents Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the management of QTS, the Company, and/or the OP for more than three consecutive months or for more than 90 days in any 180-day period.

4.1.2 Cause. QTS and the Company shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause”):

(a) Executive’s conviction of, or pleading guilty or nolo contendere to, a crime that constitutes a felony or any lesser criminal offense involving dishonesty or moral turpitude;

(b) any commission by Executive of an act of dishonesty, theft, fraud, or embezzlement;

(c) any willful act by Executive that has a significant adverse effect on the reputation of QTS, the Company, or any of their affiliates;

(d) the substantial failure or refusal by Executive to perform the duties of COO-Sales and Marketing. It shall be a condition precedent to the Company’s right to terminate employment for Cause pursuant to this subsection (d) that (i) the Company shall have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised; (b) if such act(s) is susceptible of cure or remedy, Executive shall have sixty (60) days after receipt of such notice to cure any deficiencies, or;

(e) Executive’s material violation of the material written rules, regulations, procedures, or policies relating to the conduct of employees, directors or officers of the Company.

For purposes of paragraph (c), no act or omission by Executive shall be “willful” if conducted in good faith and with a reasonable belief that such act or omission was in the best interests of the Company.

4.1.3 Good Reason. Executive may terminate his employment under this Agreement by giving written notice to the Company upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Good Reason”):

(a) A material diminution in Executive’s authority, duties or responsibilities (including reporting responsibilities), or any significant adverse change in Executive’s title as COO-Sales and Marketing of the Company and the GP, or;

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(b) A material diminution in Executive’s Base Pay, as in effect from time to time, or;

(c) The Executive’s place of employment is moved more than fifty (50) miles from the Company’s current location in Overland Park, Kansas, or;

(d) The failure of a successor to the assets or business of the Company or the OP to assume the obligations of the Company under this Agreement.

It shall be a condition precedent to Executive’s right to terminate his employment for Good Reason that (a) he shall have first given the Company written notice stating with reasonable specificity the act(s) on which such termination is premised within forty-five (45) days after Executive becomes aware of such act(s), (b) if such act(s) is susceptible of cure or remedy, it has not been cured or remedied within thirty (30) days after receipt of such notice, and Executive has terminated his employment within forty-five (45) days after so notifying the Company.

4.1.4 Any Other Reason. Notwithstanding anything to the contrary herein, the Company shall have the right to terminate Executive’s employment under this Agreement at any time without Cause by giving written notice of such termination to Executive, and Executive shall have the right to terminate Executive’s employment under this Agreement at any time without Good Reason by giving written notice of such termination to the Company. Any notice by Executive hereunder shall be given at least sixty (60) days in advance of such termination.

4.2 Termination Date. Except as provided in Section 4.1.1 with respect to Executive’s death or Disability, any termination under Section 4.1 shall be effective upon receipt of notice by Executive or the Company, as the case may be, of such termination or upon such other later date as may be provided herein or specified by the Company or Executive in the notice (the “Termination Date”).

4.3 Effect of Termination.

4.3.1 Termination with Cause or without Good Reason. In the event that Executive’s employment is terminated by the Company with Cause or by Executive without Good Reason, the Company shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by applicable law. “Accrued Obligations” means the sum of (a) Executive’s Base Pay hereunder through the Termination Date to the extent not theretofore paid, (b) the amount of any accrued but unused vacation pay, and (c) any business expense reimbursements incurred by Executive as of the Termination Date and submitted for reimbursement, in each case, consistent with the policy for such reimbursements, within ten (10) days following the Termination Date.

4.3.2 Termination without Cause, with Good Reason or due to Company Non-Renewal after the initial two-year Term. In the event that Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason or due to Company Non-Renewal after the initial two-year Term:

(a) The Company shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

Daniel Bennewitz – Employment Agreement – Execution Version

(b) The Company shall pay to Executive, in a lump sum in cash one (1) year of Executive’s Base Pay plus the Target Bonus as in effect on the Termination Date;

(c) The Company shall pay to Executive, in a lump sum in cash all bonus amounts earned but not yet paid for the year prior to the year in which the Termination Date occurs;

(d) If Executive elects COBRA coverage, the Company shall reimburse Executive for his premiums for such coverage for a period of twelve (12) months.

(e) The Company shall provide to Executive, at the Company’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year follow the Termination Date.

The Company’s delivery of any notice under Section 1.2 of this Agreement that the Agreement will not be renewed and any subsequent termination of Executive’s employment at the expiration of such Term of the Agreement shall not be considered a termination without Cause except in the case of non-renewal after the initial two-year Term, and Executive shall not be entitled to any payments or benefits under this Section 4.3.2 under such circumstance.

4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability the OP shall pay all Accrued Obligations to Executive or Executive’s estate in a lump sum in cash within thirty (30) business days after the Termination Date.

4.3.4 Waiver and Release Agreement. In consideration of the severance payments and other benefits described in clauses (b), (c), (e) and (f) of Section 4.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to the Company within thirty (30) business days after the applicable Termination Date a waiver and general release of claims in favor of the Company and the OP, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to the Company, that has become effective in accordance with its terms. If Executive fails to execute and deliver the Release Agreement within thirty (30) business days after the applicable Termination Date, or if Executive revokes such Release as provided therein, the Company shall have no obligation to provide any of the severance payments and other benefits described in clauses (b), (c), (e) or (f) of Section 4.3.2. If such severance payments and other benefits could be paid in either of two calendar years depending on the date such release is delivered to the Company, such payments shall be made on the later of January 15, or the date such release is delivered and becomes non-revocable, of such later calendar year.

4.4 Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the

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meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), the shares of the Company, the OP or any affiliate is publicly traded on an established securities market or otherwise, and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death. Within twenty (20) business days following the end of such six (6)-month period, or, if earlier, Executive’s death, the Company shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 4.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

4.5 Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company, QTS, the OP or its subsidiaries and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with the Company, QTS, the OP or its subsidiaries at or subsequent to the termination date, which shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

ARTICLE 5

RESTRICTIVE COVENANTS

5.1 Confidential Information.

5.1.1 Obligation to Maintain Confidentiality. Executive acknowledges that, by reason of Executive’s employment by the Company, the Executive will have access to confidential information (collectively, “Confidential Information”) of the Company, the OP and their respective subsidiaries (collectively, the “Quality Companies”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Quality Companies and covenants that, both during and after the Term, Executive shall not disclose any Confidential Information to any person, partnership, corporation, limited liability company, or any other entity (“Person”) (except as Executive’s duties as a manager, or employee of the Company and the OP require) without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 5.1 shall not apply to Confidential Information that otherwise becomes known to the public through no act of Executive in breach of this Agreement or which is required to be disclosed by court order, applicable law or regulatory requirements, nor shall it apply to Executive’s disclosure of Confidential Information to his attorneys and advisors in connection with a dispute between Executive and a Quality Company.

5.1.2 Company Property. All records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual Property and other property delivered to or compiled by Executive by or on behalf of any Quality Company or its providers, clients or customers that pertain to the business of any Quality Company shall be and remain the property of such Quality Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of a Quality Company that is collected by the Executive shall be delivered promptly to such Quality Company without request by it upon termination of Executive’s employment for any reason. For purposes of this Section

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5.1.3 “Intellectual Property” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights, and any applications therefor.

5.2 Inventions. Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and managerial contributions of value to the Quality Companies. Executive hereby assigns to the applicable Quality Company all rights, title and interest in such contributions and inventions made or conceived by Executive alone or jointly with others during the Term that relate to the business of such Quality Company. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. Executive shall promptly and fully disclose all such contributions and inventions to the Company and the OP and assist the Company and the OP or any other Quality Company, as the case may be, in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions shall be the property of the applicable Quality Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Notwithstanding the foregoing, no Quality Company shall have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of any Quality Company’s resources that does not relate to the business of any Quality Company and does not result from any work performed by Executive for any Quality Company.

5.3 Non-disparagement. Executive agrees that he will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding the Company, the OP or any of their affiliates, owners or their past or present employees, directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company, the OP or any of their affiliates, owners or their past or present employees, directors, officers or other representatives or their past or present employees, officers or other representatives.

The Company and the OP agree that they will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding Executive and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Executive. For purposes of this non-disparagement provision, the Company and the OP are defined to mean the Company’s executive team and the Board.

5.4 Cooperation. At all times during Executive’s employment and after the date of Executive’s termination of employment, Executive agrees to reasonably cooperate (if occurring after termination of employment, to the extent not interfering with Executive’s other full-time business endeavors) (i) with the Company and the OP in the defense of any legal matter involving any matter that arose during Executive’s employment in the business of the Company and the OP, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the business of the Company and the OP. The Company or the OP, as applicable, will reimburse Executive for reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.

5.5 Reasonableness of Restrictions; Blue-Penciling. Executive has carefully read and considered the provisions of Section 5 of this Agreement, and, having done so, agrees that the restrictions set forth in such paragraphs are fair and reasonable and reasonably required for the protection of the interests of the Company and the OP and their businesses. If any of the provisions of Section 5 shall be held to be invalid or unenforceable, the remaining provisions thereof shall

Daniel Bennewitz – Employment Agreement – Execution Version

nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. If any provision of Section 5 relating to time periods or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time periods and/or areas of restriction shall be deemed to become and thereafter be the maximum time period and/or areas which such court deems reasonable and enforceable.

5.6 Breach of Restrictive Covenants. The parties agree that a breach or violation of any provision of this Article 5 will result in immediate and irreparable injury and harm to the Company, the OP and their business, and that the Company, the OP and their affiliates shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder, including without limitation, to address any threatened breach or violation, and to enjoin and restrain Executive and each and every person, firm, company or corporation concerned therewith, from the violation or continuance of such violation or breach. In addition thereto, Executive shall be responsible for all damages, including reasonable attorneys’ fees, sustained by the Company, the OP and their affiliates by reason of said violation.

ARTICLE 6

GOVERNING LAW

6.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF KANSAS.

ARTICLE 7

MISCELLANEOUS

7.1 Amendments. The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.

7.2 Entire Agreement. This Agreement constitutes the total and complete agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements heretofore made, and there are no other representations, understandings or agreements.

7.3 Counterparts. This Agreement may be executed in one of more counterparts, each of which shall be deemed and original, but all of which shall together constitute one and the same instrument.

7.4 Severability. Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect.

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7.5 Waiver or Delay. The failure or delay on the part of the Company or Executive to exercise any right or remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

7.6 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns, except as otherwise provided herein. Neither this Agreement nor any of the rights, benefits, obligations or duties hereunder may be assigned or transferred by Executive except by operation of law. The Company and the OP may assign this Agreement to any affiliate or successor. The Company and the OP shall require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and the OP to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

7.7 Necessary Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

7.8 Notices. All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or 48 hours after mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the party at his address set forth as follows or any other address that any party may designate by written notice to the other parties:

To Executive:	Daniel Bennewitz
	Address on file with the Company
To the Company or the OP:	c/o QualityTech GP, LLC 12851 Foster Street, Suite 205 Overland Park, Kansas 66213 Attention: General Counsel Facsimile: (913) 814-7766

7.9 Headings and Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered as construing or interpreting the provisions of this Agreement.

7.10 Construction. All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby.

7.11 Counsel. Executive has been advised by the Company and the OP that he should consider seeking the advice of counsel in connection with the execution of this Agreement and the other agreements contemplated hereby and Executive has had an opportunity to do so. Executive has read and understands this Agreement, and has sought the advice of counsel to the extent he has determined appropriate.

7.12 Withholding of Compensation. Executive hereby agrees that the Company may deduct and withhold from the compensation or other amounts payable to Executive hereunder or

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otherwise in connection with Executive’s employment any amounts required to be deducted and withheld by the Company under the provisions of any applicable Federal, state and local statute, law, regulation, ordinance or order.

7.13 Executive Representation. Executive acknowledges that by entering into or complying with any provision of this Agreement he is not breaching or acting in contravention of any other agreement or commitment he has to any other firm, corporation, partnership, organization, person or any other individual or entity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY
QualityTech GP, LLC
By:	/s/ Shirley Goza
Name:	Shirley Goza
Title:	General Counsel
OP
QualityTech, LP
By:	QualityTech GP, LLC, its sole general partner
	By:	/s/ Shirley Goza
	Name:	Shirley Goza
	Title:	General Counsel
EXECUTIVE
/s/ Daniel Bennewitz
Daniel Bennewitz

Daniel Bennewitz – Employment Agreement – Execution Version

EX-10.9

Exhibit 10.9

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

(Daniel Bennewitz)

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech GP, LLC, a Delaware limited liability company (the “Company”), QualityTech, LP, a Delaware limited partnership (the “OP”), Quality Technology Services, LLC, a Delaware limited liability company (“QTS”), and Daniel Bennewitz, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the Company, the OP and the Executive have entered into that certain Employment Agreement, dated June 29, 2013 (the “Employment Agreement”), and now desire to amend the Employment Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

1. Amendment.

(a) The Preamble to the Employment Agreement hereby is amended by deleting the defined term “(“Company”)” and replacing such defined term with: “(together with any successor general partner of the OP, the “Company”).”

(b) Section 4.3.3 of the Employment Agreement hereby is amended by inserting the following new clause (d) and re-numbering the remaining clauses accordingly:

“(d) If not previously vested in full, the Equity Awards and any other equity awards granted to Executive following the date hereof that otherwise would vest during the then-current term of this Agreement (whether the initial term or any renewal term) shall fully vest as of the Termination Date;”

(c) The Employment Agreement hereby is amended by deleting Section 4.3.3 and replacing such section with the following new Section 4.3.3:

“4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability the OP shall pay all Accrued Obligations to Executive or Executive’s estate in a lump sum in cash within thirty (30) business days after the Termination Date. In addition, if not previously vested in full, the Equity Awards and any other equity awards granted to Executive shall fully vest as of the Termination Date.”

(d) The Employment Agreement hereby is amended by adding new Section 4.6 immediately following Section 4.5:

“4.6 Excise Tax-Related Provisions. The payments and benefits that Executive may be entitled to receive under this Agreement and other payments and benefits that Executive is or may be entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments (as defined below) that are subject to Sections 280G and 4999 of the Code. As provided in this Section 4.6, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow Executive to receive a greater Net After Tax Amount (as defined below) than Executive would receive absent a reduction.

4.6.1 The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

4.6.2 The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

4.6.3 Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Executive with the higher Net After Tax Amount. If Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any cash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company) and then by reducing the amount of any noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company). The Accounting Firm will notify Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send Executive and the Company a copy of its detailed calculations supporting that determination.

4.6.4 As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 4.6, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed under this Section 4.6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 4.6 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm

believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest, the amount of the Overpayment; provided, however, that no amount will be payable by the Executive to the Company unless, and then only to the extent that, the payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

For purposes of this Section 4.6, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before a Change in Control. For purposes of this Section 4.6, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any State or local income taxes applicable to Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 4.6, the term “Parachute Payment” means a payment that is described in Section 280G(b)(2) of the Code, determined in accordance with Section 280G of the Code and the regulations promulgated or proposed thereunder.”

2. Joinder. QTS hereby joins the Employment Agreement as if QTS were originally a party thereto.

3. Employment Agreement Unchanged. Except as modified by this Amendment, all terms and conditions of the Employment Agreement shall remain in full force and effect and shall be unaffected hereby.

(e) Governing Law. This Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Kansas, but not including the choice-of-law rules thereof.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Amendment, or caused this Amendment to be duly executed on its behalf, as of the date first set forth above.

COMPANY
QUALITYTECH GP, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
OP
QUALITYTECH, LP
By:	QUALITYTECH GP, LLC, its sole general partner
	By:	/s/ Chad L. Williams
		Name:	Chad L. Williams
		Title:	Chief Executive Officer
QTS
QUALITY TECHNOLOGY SERVICES, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
EXECUTIVE
/s/ Daniel Bennewitz
DANIEL BENNEWITZ

EX-10.10

Exhibit 10.10

EMPLOYMENT AGREEMENT

(Jeffrey Berson)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 1, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”) and Jeffrey Berson, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the Company desires to employ Executive as its Chief Investment Officer (“CIO”) and the GP desires to appoint Executive as its CIO, and Executive desires to accept such employment and appointment, on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

EMPLOYMENT, TERM AND DUTIES

1.1 Employment. QTS LLC shall hereby employ Executive as the CIO of the Company, upon the terms and conditions set forth in this Agreement, and shall cause Executive to be appointed CIO of the Company for and during the Term. In addition, during the Term, Executive shall serve as the CIO of the General Partner and QTS LLC and shall report to the Chief Executive Officer of the General Partner (“GP CEO”), unless determined otherwise by the Board.

1.2 Term. The period of employment of the Executive by the Company shall, subject to earlier termination as provided in this Agreement, commence upon the date hereof or, in the event that Executive’s prior employer, UBS, exercises “Notice Period” rights under its agreement with Executive, such date as Executive is permitted to commence working for the Company without violating his agreement with UBS (the “Effective Date”) and continue thereafter for a term (the “Term”) of two (2) years. After the initial Term, the Term of this Agreement shall automatically be renewed for additional Terms of one (1) year each, unless the Company or Executive gives notice of non-renewal at least thirty (30) days prior to expiration of the Term (as it may have been extended by any renewal period).

1.3 Duties. Executive shall perform all the duties and obligations reasonably associated with the position of CIO and consistent with the Bylaws or other governing documents of the Company and the General Partner, as applicable, as in effect from time to time, subject to the supervision of the CEO of the Company, and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the CEO (including the performance of services for any subsidiary or affiliate of the Company or the General Partner without any additional compensation). Executive shall perform the duties contemplated herein faithfully and diligently. The Company acknowledges and agrees that Executive may perform his duties hereunder from Executive’s home office.

Executive shall devote substantially all of his business time and effort to the performance of Executive’s duties hereunder and to the business affairs of the OP and the Company; provided, that

in no event shall this provision prohibit Executive from (i) performing social, civic, charitable and religious activities, (ii) managing personal investments and affairs, (iii) participating in educational or professional associations, or (iv) any other activities approved by the CEO, so long as the activities set forth in clauses (i) through (iv) above do not materially and adversely interfere with Executive’s duties and obligations hereunder or to the business affairs of the Company and/or QTS.

ARTICLE 2

COMPENSATION

2.1 Salary. In consideration for Executive’s services hereunder, QTS LLC shall pay Executive an annual salary at the rate of $325,000.00 per year during each of the years of the Term (“Base Pay”), payable in accordance with QTS LLC’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings). The Base Pay shall be reviewed by the Compensation Committee of the Company (the “Compensation Committee”), no less frequently than annually. The amount of the Base Pay may be increased (but not decreased) as determined by the Compensation Committee of the Company unless the reduction is the part of a broader action related to senior executive salaries. Executive will have the opportunity to earn a bonus to be paid in accordance with QTS LLC’s regular bonus payment schedule. Executive is eligible for a target bonus equal to 50% of his Base Pay based upon his performance and the performance of the Company (“Target Bonus”). Target Bonus shall not be prorated for the calendar year 2013.

2.2 Equity Award: Executive will receive an equity award under the Company’s new LTIP program, which has not yet been finalized (“Equity Awards”). The Equity Awards shall be subject to the terms of the Company’s new LTIP program (or successor plan) (“Equity Plan”). The Equity Awards will be comprised of an initial grant valued at $650,000. The initial grant shall be made on the earlier of: (i) the date on which the Company completes it initial public offering, and (ii) on the three (3) month anniversary of the Effective Date based upon an agreed upon valuation of the Company’s equity at that time (the “Initial Award Date”). The Equity Awards will be subject to a four (4)-year vesting schedule and will become 100% vested upon the occurrence of a Change of Control as defined in the Equity Plan. Additional equity awards may be made in accordance with QTS’ policies and as deemed appropriate by the Compensation Committee provided that Executive shall be targeted for additional annual Equity Awards which each having a target value equal to 100% of his then-current Base Pay.

ARTICLE 3

EXECUTIVE BENEFITS

3.1 Vacation. Executive shall be entitled to four (4) weeks paid vacation each calendar year in accordance with the general policies of QTS LLC or the Company applicable generally to other senior executives of the Company, the General Partner and QTS LLC.

3.2 Employee Benefits. Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of the Company, the General Partner and QTS LLC under the personnel policies in effect from time to time. Executive shall receive all other such fringe benefits as the Company, the General Partner and QTS LLC may offer to other senior executives under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

3.3 Reimbursement for Expenses. Executive shall be reimbursed for all documented reasonable expenses incurred by Executive in the performance of his duties set forth in Section 1.3 or

otherwise in furtherance of the business of the Company, the General Partner or QTS LLC in accordance with the reimbursement policies in effect from time to time. In addition, the Company shall reimburse Executive for the amount of mutually agreed upon costs incurred by Executive in connection with the establishment of Executive’s home office. Any reimbursement under this Section 3.3 that is taxable to Executive shall be made by December 31 of the calendar year following the calendar year in which Executive incurred the expense.

ARTICLE 4

TERMINATION

4.1 Grounds for Termination.

4.1.1 Death or Disability. Executive’s employment shall terminate immediately in the event of Executive’s death or Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the good-faith judgment of the Board, substantially prevents Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the management of QTS, the Company, and/or the OP for more than three consecutive months or for more than 90 consecutive days in any 180-day period.

4.1.2 Cause. QTS LLC shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause”):

(a) Executive’s conviction of, or pleading guilty or nolo contendere to, a crime that constitutes a felony or any lesser criminal offense involving dishonesty or moral turpitude;

(b) any commission by Executive of an act of dishonesty, theft, fraud, or embezzlement;

(c) any willful act by Executive that has a significant adverse effect on the reputation of the Company, the General Partner or QTS LLC, or any of their affiliates;

(d) the substantial failure or refusal by Executive to perform the duties of CIO or;

(e) Executive’s material violation of the material written rules, regulations, procedures, or policies relating to the conduct of employees, directors or officers of QTS LLC.

It shall be a condition precedent to QTS LLC’s right to terminate employment for Cause pursuant to subsections (c), (d) and (e) above that (i) QTS LLC shall have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised; (b) if such act(s) is susceptible of cure or remedy, Executive shall have sixty (60) days after receipt of such notice to cure any deficiencies. For purposes of paragraph (c), no act or omission by Executive shall be “willful” if conducted in good faith and with a reasonable belief that such act or omission was in the best interests of the Company.

4.1.3 Good Reason. Executive may terminate his employment under this Agreement by giving written notice to QTS LLC upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Good Reason”):

(a) A material diminution in Executive’s authority, duties or responsibilities (including reporting responsibilities), or any significant adverse change in Executive’s title as CIO of the Company, the General Partner and QTS LLC, or;

(b) A material diminution in Executive’s Base Pay, as in effect from time to time, or;

(c) The Executive’s place of employment is moved more than fifty (50) miles from QTS LLC’s Jersey City, New Jersey location,

(d) The failure of a successor to the assets or business of the Company, the General Partner or QTS LLC to assume the obligations of the Company, the General Partner or QTS LLC under this Agreement, or

(e) The Company’s failure to make the initial Equity Award on the Initial Award Date.

It shall be a condition precedent to Executive’s right to terminate his employment for Good Reason that (a) he shall have first given QTS LLC written notice stating with reasonable specificity the act(s) on which such termination is premised within forty-five (45) days after Executive becomes aware of such act(s), (b) if such act(s) is susceptible of cure or remedy, it has not been cured or remedied within thirty (30) days after receipt of such notice, and Executive has terminated his employment within forty-five (45) days after so notifying QTS LLC.

4.1.4 Any Other Reason. Notwithstanding anything to the contrary herein, QTS LLC shall have the right to terminate Executive’s employment under this Agreement at any time without Cause by giving written notice of such termination to Executive, and Executive shall have the right to terminate Executive’s employment under this Agreement at any time without Good Reason by giving written notice of such termination to QTS LLC. Any notice by Executive hereunder shall be given at least sixty (60) days in advance of such termination.

4.2 Termination Date. Except as provided in Section 4.1.1 with respect to Executive’s death or Disability, any termination under Section 4.1 shall be effective upon receipt of notice by Executive or QTS LLC, as the case may be, of such termination or upon such other later date as may be provided herein or specified by QTS LLC or Executive in the notice (the “Termination Date”).

4.3 Effect of Termination.

4.3.1 Termination with Cause or without Good Reason. In the event that Executive’s employment is terminated by QTS LLC with Cause or by Executive without Good Reason, QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by applicable law. “Accrued Obligations” means the sum of (a) Executive’s Base Pay hereunder through the Termination Date to the extent not theretofore paid, (b) the amount of any accrued but unused vacation pay, and (c) any business expense reimbursements incurred by Executive as of the Termination Date and submitted for reimbursement, in each case, consistent with the policy for such reimbursements, within ten (10) days following the Termination Date.

4.3.2 Termination without Cause or with Good Reason . In the event that Executive’s employment is terminated by QTS LLC without Cause or by Executive for Good Reason:

(a) QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

(b) QTS LLC shall pay to Executive, in a lump sum in cash one (1) year of Executive’s Base Pay plus the Target Bonus as in effect on the Termination Date and, in the event that the initial Equity Award has not yet been made, the sum of $650,000;

(c) If Executive elects COBRA coverage, the Company shall reimburse Executive for his premiums for such coverage for a period of twelve (12) months;

(d) The Company shall provide to Executive, at the Company’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year follow the Termination Date; and

(e) All unvested equity and stock options issued to Executive shall immediately become fully vested.

The Company’s delivery of any notice under Section 1.2 of this Agreement that the Agreement will not be renewed and any subsequent termination of Executive’s employment at the expiration of such Term of the Agreement for the first four years of employment (at the end of year 2 or at the end of year 4), Executive shall be entitled to payments and benefits under this Section 4.3.2. The Company’s delivery of any notice under Section 1.2 of this Agreement that the Agreement will not be renewed and any subsequent termination of Executive’s employment at the expiration of the Term of the Agreements after the fourth year of employment shall not be considered a termination without Cause, and Executive shall not be entitled to any payments or benefits under this Section 4.3.2 under such circumstance. For purposes of clarity, Executive shall not be entitled to any payments or benefits under this Section 4.3.2 in the event that Executive provides notice of his desire not to renew the contract as provided in Section 1.2 and remains employed by the Company or General Partner either as an employee-at-will or under another contractual arrangement.

4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability the OP shall pay all Accrued Obligations to Executive or Executive’s estate in a lump sum in cash within thirty (30) business days after the Termination Date.

4.3.4 Waiver and Release Agreement. In consideration of the severance payments and other benefits, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to QTS LLC within thirty (30) business days after the applicable Termination Date a waiver and general release of claims in favor

of the Company, the General Partner and QTS LLC, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to QTS LLC, that has become effective in accordance with its terms. If Executive fails to execute and deliver the Release Agreement within thirty (30) business days after the applicable Termination Date, or if Executive revokes such Release as provided therein, QTS LLC shall have no obligation to provide any of the severance payments and other benefits described in clauses (b), (c), (e) or (f) of Section 4.3.2. If such severance payments and other benefits could be paid in either of two calendar years depending on the date such release is delivered to QTS LLC, such payments shall be made on the later of January 15, or the date such release is delivered and becomes non-revocable, of such later calendar year.

4.4 Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), the shares of the Company, the General Partner or any affiliate is publicly traded on an established securities market or otherwise, and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death. Within twenty (20) business days following the end of such six (6)-month period, or, if earlier, Executive’s death, QTS LLC shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 4.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. The Executive will be deemed to have a Termination Date for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred and any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirth (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of QTS LLC.

4.5 Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or QTS LLC and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with the Company or QTS LLC at or subsequent to the termination date, which shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

ARTICLE 5

RESTRICTIVE COVENANTS

5.1 Non-Competition. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer of the Company, the General Partner or

QTS LLC or any of their direct or indirect subsidiaries (collectively, the “Quality Companies”), and for one year thereafter (the “Restricted Period”), the Executive will not, (a) directly or indirectly, engage in any business involving the development, construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed services in the application hosting industry, whether such business is conducted by the Executive individually or as a principal, partner, member, stockholder, joint venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any Person (as defined below) or (b) own any interests in any data center facilities, colocation facilities or managed service providers in the application hosting industry, in each case in the United States of America; provided, however, that this Section 1 shall not be deemed to prohibit the direct or indirect ownership by the Executive of up to five (5) percent of the outstanding equity interests of any public company. For purposes of this Agreement, “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

5.2 Non-Solicitation. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer of the Quality Companies, and for one year thereafter, the Executive will not directly or indirectly (a) solicit, induce or encourage any employee (other than clerical employees) or independent contractor to terminate their employment with the Quality Companies or to cease rendering services to the Quality Companies, and the Executive shall not initiate discussions with any such Person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) solicit, recruit, induce for employment or hire (on behalf of the Executive or any other person or entity) any employee (other than clerical employees) or independent contractor who has left the employment or other service of the Quality Companies (or any predecessor thereof) within one year of the termination of such employee’s or independent contractor’s employment or other service with the Quality Companies or (c) solicit any of the Quality Companies’ tenants to lease, purchase or otherwise occupy data center space in the United States of America or encourage any of the Quality Companies’ tenants to reduce its patronage of these entities.

5.3 Reasonable and Necessary Restrictions. The Executive acknowledges that the restrictions, prohibitions and other provisions hereof, including, without limitation, the Restricted Period set forth in Section 1, are reasonable, fair and equitable in terms of duration, scope and geographic area, as are necessary to protect the legitimate business interests of the Quality Companies, and are a material inducement to these parties to enter into this Agreement.

5.4 Specific Performance. The Executive acknowledges that the obligations undertaken by the Executive pursuant to this Agreement are unique and that the Quality Companies likely will have no adequate remedy at law if the Executive shall fail to perform any of the Executive’s obligations hereunder, and the Executive therefore confirms that the right to specific performance of the terms of this Agreement is essential to protect the rights and interests of the Quality Companies. Accordingly, in addition to any other remedies that the Quality Companies may have at law or in equity, these entities shall have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by the Executive, and the Quality Companies shall have the right to

obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by the Executive. The Executive hereby acknowledges and agrees that the Quality Companies shall not be required to post bond as a condition to obtaining or exercising such remedies, and the Executive hereby waives any such requirement or condition.

5.5 Miscellaneous Provisions.

5.5.1 Obligation to Maintain Confidentiality. Executive acknowledges that, by reason of Executive’s employment by QTS LLC and position with the Company and the General Partner, the Executive will have access to confidential information (collectively, “Confidential Information”) of the Quality Companies. Executive acknowledges that such Confidential Information is a valuable and unique asset of the Quality Companies and covenants that, both during and after the Term, Executive shall not disclose any Confidential Information to any person, partnership, corporation, limited liability company, or any other entity (each, a “Person”) (except as Executive’s duties as a manager, or employee of the Company and the OP require) without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 5.1 shall not apply to Confidential Information that otherwise becomes known to the public through no act of Executive in breach of this Agreement or which is required to be disclosed by court order, applicable law or regulatory requirements, nor shall it apply to Executive’s disclosure of Confidential Information to his attorneys and advisors in connection with a dispute between Executive and a Quality Company.

5.5.2 Company Property. All records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual Property and other property delivered to or compiled by Executive by or on behalf of any Quality Company or its providers, clients or customers that pertain to the business of any Quality Company shall be and remain the property of such Quality Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of a Quality Company that is collected by the Executive shall be delivered promptly to such Quality Company without request by it upon termination of Executive’s employment for any reason. For purposes of this Section

5.5.3 “Intellectual Property” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights, and any applications therefor.

5.6 Inventions. Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and managerial contributions of value to the Quality Companies. Executive hereby assigns to the applicable Quality Company all rights, title and interest in such contributions and inventions made or conceived by Executive alone or jointly with others during the Term that relate to the business of such Quality Company. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. Executive shall promptly and fully disclose all such contributions and inventions to the Company and the OP and assist the Company and the OP or any other Quality Company, as the case may be, in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions shall be the property of the applicable Quality Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Notwithstanding the foregoing, no Quality Company shall have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of any Quality Company’s resources that does not relate to the business of any Quality Company and does not result from any work performed by Executive for any Quality Company.

5.7 Non-disparagement. Executive agrees that he will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding the Company, the General Partner, QTS LLC or any of their affiliates, owners or their past or present employees, directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company, the OP or any of their affiliates, owners or their past or present employees, directors, officers or other representatives or their past or present employees, officers or other representatives.

The Company, the General Partner, QTS LLC will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding Executive and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Executive. For purposes of this non-disparagement provision, the Company, the General Partner and QTS LLC are defined to mean QTS LLC’s executive team and the Board.

5.8 Cooperation. At all times during Executive’s employment and after the date of Executive’s termination of employment, Executive agrees to reasonably cooperate (if occurring after termination of employment, to the extent not interfering with Executive’s other full-time business endeavors) (i) with the Company, the General Partner and QTS LLC in the defense of any legal matter involving any matter that arose during Executive’s employment in the business of the QTS LLC and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the business of the Company, the General Partner or QTS LLS. QTS LLC will reimburse Executive for reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.

5.9 Reasonableness of Restrictions; Blue-Penciling. Executive has carefully read and considered the provisions of Section 5 of this Agreement, and, having done so, agrees that the restrictions set forth in such paragraphs are fair and reasonable and reasonably required for the protection of the interests of the Company, the General Partner and QTS LLC and their businesses. If any of the provisions of Section 5 shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. If any provision of Section 5 relating to time periods or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time periods and/or areas of restriction shall be deemed to become and thereafter be the maximum time period and/or areas which such court deems reasonable and enforceable.

5.10 Breach of Restrictive Covenants. The parties agree that a breach or violation of any provision of this Article 5 will result in immediate and irreparable injury and harm to the Company, the General Partner and QTS LLC and their business, and that the Company, the General Partner and QTS LLC and their affiliates shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder, including without limitation, to address any threatened breach or violation, and to enjoin and restrain Executive and each and every person, firm, company or corporation concerned therewith, from the violation or continuance of such violation or breach. In addition thereto, Executive shall be responsible for all damages, including reasonable attorneys’ fees, sustained by the Company, the General Partner and QTS LLC and their affiliates by reason of said violation.

ARTICLE 6

GOVERNING LAW

6.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF KANSAS.

ARTICLE 7

MISCELLANEOUS

7.1 Amendments. The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.

7.2 Entire Agreement. This Agreement constitutes the total and complete agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements heretofore made, and there are no other representations, understandings or agreements.

7.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed and original, but all of which shall together constitute one and the same instrument.

7.4 Severability. Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect.

7.5 Waiver or Delay. The failure or delay on the part of the Company, the General Partner, QTS LLC or any Quality Company or Executive to exercise any right or remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

7.6 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns, except as otherwise provided herein. Neither this Agreement nor any of the rights, benefits, obligations or duties hereunder may be assigned or transferred by Executive except by operation of law. The Company, the General Partner and QTS LLC may assign this Agreement to any affiliate or successor. The Company, the General Partner and QTS LLC shall require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, the General Partner and QTS LLC to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company, the General Partner or QTS LLC would be required to perform if no such succession had taken place.

The Company, the General Partner, QTS LLC and any of thier affiliates or successors shall be jointly and severally responsible for the Company’s obligations hereunder.

7.7 Necessary Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

7.8 Notices. All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or 48 hours after mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the party at his address set forth as follows or any other address that any party may designate by written notice to the other parties:

To Executive:	Jeffrey Berson Address on file with the Company
With a copy to:	Mintz & Gold LLP 470 Park Avenue South, 10th Floor North New York, NY 10016 Attn: Steven W. Gold, Esq.
To the Company, the General Partner or QTS LLC:	c/o QualityTech GP, LLC 12851 Foster Street, Suite 205 Overland Park, Kansas 66213 Attention: General Counsel Facsimile: (913) 814-7766

7.9 Headings and Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered as construing or interpreting the provisions of this Agreement.

7.10 Construction. All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby.

7.11 Counsel. Executive has been advised by the Company, the General Partner and QTS LLC that he should consider seeking the advice of counsel in connection with the execution of this Agreement and the other agreements contemplated hereby and Executive has had an opportunity to do so. Executive has read and understands this Agreement, and has sought the advice of counsel to the extent he has determined appropriate.

7.12 Withholding of Compensation. Executive hereby agrees that the Company, the General Partner and QTS LLC may deduct and withhold from the compensation or other amounts payable to Executive hereunder or otherwise in connection with Executive’s employment any amounts required to be deducted and withheld by QTS LLC under the provisions of any applicable Federal, state and local statute, law, regulation, ordinance or order.

7.13 Executive Representation. Executive acknowledges that by entering into or complying with any provision of this Agreement he is not breaching or acting in contravention of any other agreement or commitment he has to any other firm, corporation, partnership, organization, person or any other individual or entity.

7.14 D&O Insurance. The Company, the General Partner and/or QTS LLC will maintain directors’ and officers’ liability insurance during the Term and for a period of not less than six (6) years thereafter, covering acts and omissions of Executive during the Term, on terms substantially no less favorable than those in effect on the date of this Agreement. During the Term and for a period of not less than six (6) years thereafter, Executive shall receive the same benefits provided to any of the Company’s officers and directors under any additional D&O insurance or similar policy, any indemnification agreement, Company policies or the articles of organization or bylaws of the Company or the General Partner as in effect as of the date hereof, provided, however, that in the event that the benefits provided to any of the Company’s officers and directors under any of the foregoing documents or policies are enlarged after the date hereof, Executive shall receive such enlarged benefits.

7.15 Legal Fees. QTS LLC shall reimburse Executive for reasonable legal fees incurred by Executive in connection with the negotiation, preparation and execution of this Agreement up to $10,000.

7.16 Arbitration. Any dispute or controversy arising under or in connection with this Agreement other than a dispute pursuant to Section 5, shall be settled exclusively by arbitration in the State of Kansas by three arbitrators in accordance with Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award rendered by the arbitrators, QTS LLC and Executive each hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the State of Kansas, (ii) any of the courts of the State of Kansa, or (iii) any other court having jurisdiction. QTS LLC and Executive further agree that any service of process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. QTS LlC and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which it or he may now or hereafter have to such jurisdiction and any defense of inconvenient forum. QTS LLC and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party shall bear its or his costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 7.15; provided, however, that the party that substantially prevails in an arbitration shall be reimbursed by the other party for all reasonable costs, including reasonable attorneys’ fees and costs, incurred by such prevailing party in connection with the arbitration. Notwithstanding any provision in this Section 7.15, Executive shall be paid all compensation due and owing under this Agreement during the pendency of any dispute or controversy arising under or in connection with this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY
QualityTech, LP
By: QualityTech GP, LLC,
Its sole general partner
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
GENERAL PARTNER
QualityTech GP, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
QTS LLC
Quality Technology Services, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
EXECUTIVE
/s/ Jeffrey Berson
Jeffrey Berson

EX-10.11

Exhibit 10.11

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

(Jeffrey Berson)

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”) and Jeffrey Berson, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the Company, the General Partner, QTS LLC and the Executive have entered into that certain Employment Agreement, effective August 1, 2013 (the “Employment Agreement”), and now desire to amend the Employment Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

1. Amendments.

(a) Section 4.3.2 of the Employment Agreement hereby is amended by inserting the following new clause (c) and re-numbering the remaining clauses accordingly:

“(c) If not previously vested in full, the Equity Awards and any other equity awards granted to Executive following the date hereof that otherwise would vest during the then-current term of this Agreement (whether the initial term or any renewal term) shall fully vest as of the Termination Date;”

(b) Section 4.3.2 of the Employment Agreement hereby is amended by deleting existing clause (e) therefrom and replacing such clause with the following new clause (f):

“(f) If not previously vested in full, the Equity Awards initially granted to Executive on the date hereof shall fully vest as of the Termination Date.”

(c) The Employment Agreement hereby is amended by deleting Section 4.3.3 and replacing such section with the following new Section 4.3.3:

“4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability the Company shall pay all Accrued Obligations to Executive or Executive’s estate in a lump sum in cash within thirty (30) business days after the Termination Date. In addition, if not previously vested in full, the Equity Awards and any other equity awards granted to Executive shall fully vest as of the Termination Date.”

(d) The Employment Agreement hereby is amended by adding new Section 4.6 immediately following Section 4.5:

“4.6 Excise Tax-Related Provisions. The payments and benefits that Executive may be entitled to receive under this Agreement and other payments and benefits that Executive is or may be entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments (as defined below) that are subject to Sections 280G and 4999 of the Code. As provided in this Section 4.6, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow Executive to receive a greater Net After Tax Amount (as defined below) than Executive would receive absent a reduction.

4.6.1 The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

4.6.2 The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

4.6.3 Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Executive with the higher Net After Tax Amount. If Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any cash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company) and then by reducing the amount of any noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company). The Accounting Firm will notify Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send Executive and the Company a copy of its detailed calculations supporting that determination.

4.6.4 As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 4.6, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed under this Section 4.6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section

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4.6 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest, the amount of the Overpayment; provided, however, that no amount will be payable by the Executive to the Company unless, and then only to the extent that, the payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

For purposes of this Section 4.6, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before a Change in Control. For purposes of this Section 4.6, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any State or local income taxes applicable to Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 4.6, the term “Parachute Payment” means a payment that is described in Section 280G(b)(2) of the Code, determined in accordance with Section 280G of the Code and the regulations promulgated or proposed thereunder.”

2. Employment Agreement Unchanged. Except as modified by this Amendment, all terms and conditions of the Employment Agreement shall remain in full force and effect and shall be unaffected hereby.

3. Governing Law. This Amendment, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Kansas, but not including the choice-of-law rules thereof.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Amendment, or caused this Amendment to be duly executed on its behalf, as of the date first set forth above.

COMPANY
QUALITYTECH, LP
By:	QUALITYTECH GP, LLC, its sole general partner
	By:	/s/ William H. Schafer
		Name:	William H. Schafer
		Title:	Chief Financial Officer
GENERAL PARTNER
QUALITYTECH GP, LLC
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
QTS LLC
QUALITY TECHNOLOGY SERVICES, LLC
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
EXECUTIVE
/s/ Jeffrey Berson
JEFFREY BERSON

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EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

(Shirley E. Goza)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”), and Shirley E. Goza, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

WHEREAS, the Company desires for QTS to employ Executive as the Company’s General Counsel (“General Counsel”) and for the Executive to be appointed General Counsel of the General Partner and QTS LLC, and Executive desires to accept such employment and appointments, on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

EMPLOYMENT, TERM AND DUTIES

1.1 Employment. During the Term (defined below), QTS LLC shall employ Executive as the General Counsel of the Company, upon the terms and conditions set forth in this Agreement, and Executive shall report directly to the Chief Executive Officer of the Company (the “CEO”), unless otherwise determined by the Board of Managers (or Board of Directors or other comparable governing body, as applicable) of the General Partner (the “Board”). In addition, during the Term, Executive shall serve as the General Counsel of the General Partner and QTS LLC and shall report to the Chief Executive Officer of the General Partner, unless determined otherwise by the Board.

1.2 Term. QTS LLC shall employ Executive, and Executive shall serve as the General Counsel of the Company, commencing upon the Effective Date and continuing thereafter for a two (2)-year term (the “Term”), unless earlier terminated under Article 4; provided that the Term shall automatically renew for additional one (1)-year periods unless QTS LLC or Executive gives notice of non-renewal at least thirty (30) days prior to expiration of the Term (as it may have been extended by any renewal period).

1.3 Duties. Executive shall perform all the duties and obligations reasonably associated with the position of General Counsel and consistent with the Bylaws or other governing documents of the Company as in effect from time to time, subject to the supervision of the CEO, and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the CEO (including the performance of services for any subsidiary or affiliate of the Company without any additional compensation). Executive shall perform the duties contemplated herein faithfully and diligently.

Executive shall devote substantially all of her business time and effort to the performance of Executive’s duties hereunder and to the business affairs of the Company; provided that in no event shall this provision prohibit Executive from (i) performing social, civic, charitable and religious activities, (ii) managing personal investments and affairs, (iii) participating in educational or professional associations, or (iv) any other activities approved by the CEO, so long as the activities set forth in clauses (i) through (iv) above do not materially and adversely interfere with Executive’s duties and obligations hereunder or to the business affairs of the Company.

ARTICLE 2

COMPENSATION

2.1 Salary. In consideration for Executive’s services hereunder, QTS LLC shall pay Executive an annual salary at the rate of $250,000 per year during each of the years of the Term (“Base Pay”), payable in accordance with QTS LLC’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings). The Base Pay shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”), no less frequently than annually. Executive will have the opportunity to earn a bonus to be paid in accordance with QTS LLC’s regular bonus payment schedule. Executive is eligible for a target bonus equal to 50% of her Base Pay based upon her performance and the performance of the Company (“Target Bonus”).

2.2 Equity Award. Executive previously has received 86,875 Class O LTIP Units of QualityTech Employee Pool, LLC (“Equity Awards”). The Equity Awards are subject to a four (4)-year vesting schedule and will become 100% vested upon either the occurrence of a “Change of Control” as defined in the QualityTech, LP 2010 Equity Incentive Plan (together with any successor plan thereto, the “Plan”) or as otherwise provided in this Agreement. The Equity Awards are in the form of partnership “profits interest” units and, accordingly, require Executive to complete a form Section 83(b) election. Additional equity awards may be made pursuant to the Plan in accordance with the Company’s policies and as deemed appropriate by the Compensation Committee of the Board.

ARTICLE 3

EXECUTIVE BENEFITS

3.1 Vacation. Executive shall be entitled to four (4) weeks paid vacation each calendar year in accordance with the general policies of QTS LLC and the Company applicable generally to other senior executives of the Company.

3.2 Employee Benefits. Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of the Company under the personnel policies in effect from time to time. Executive shall receive all other such fringe benefits as QTS LLC and the Company may offer to other senior executives under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

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3.3 Reimbursement for Expenses. Executive shall be reimbursed for all documented reasonable expenses incurred by Executive in the performance of her duties or otherwise in furtherance of the business of the Company in accordance with the reimbursement policies in effect from time to time. Any reimbursement under this Section 3.3 that is taxable to Executive shall be made by December 31 of the calendar year following the calendar year in which Executive incurred the expense.

ARTICLE 4

TERMINATION

4.1 Grounds for Termination.

4.1.1 Death or Disability. Executive’s employment shall terminate immediately in the event of Executive’s death or Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the good-faith judgment of the CEO, substantially prevents Executive from performing her duties and obligations under this Agreement or participating effectively and actively in the management of the Company for more than three consecutive months or for more than 90 days in any 180-day period.

4.1.2 Cause. QTS LLC shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause”):

(a) Executive’s conviction of, or pleading guilty or nolo contendere to, a crime that constitutes a felony or any lesser criminal offense involving dishonesty or moral turpitude;

(b) any commission by Executive of an act of dishonesty, theft, fraud, or embezzlement;

(c) any willful act by Executive that has a significant adverse effect on the reputation of the Company or any of its affiliates;

(d) the substantial failure or refusal by Executive to perform the duties of General Counsel. It shall be a condition precedent to the Company’s right to terminate employment for Cause pursuant to this subsection (d) that the Company shall have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised, and if such act(s) is susceptible of cure or remedy, Executive shall have sixty (60) days after receipt of such notice to cure any deficiencies; or

(e) Executive’s material violation of the material written rules, regulations, procedures, or policies relating to the conduct of employees, directors or officers of the Company.

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For purposes of paragraph (c), no act or omission by Executive shall be “willful” if conducted in good faith and with a reasonable belief that such act or omission was in the best interests of the Company.

4.1.3 Good Reason. Executive may terminate her employment under this Agreement by giving written notice to the Company upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Good Reason”):

(a) A material diminution in Executive’s authority, duties or responsibilities (including reporting responsibilities), or any significant adverse change in Executive’s title as General Counsel of the Company and the General Partner;

(b) A material diminution in Executive’s Base Pay, as in effect from time to time;

(c) The Executive’s place of employment is moved more than fifty (50) miles from the Company’s current location in Overland Park, Kansas; or

(d) The failure of a successor to the assets or business of the Company to assume the obligations of the Company under this Agreement.

It shall be a condition precedent to Executive’s right to terminate her employment for Good Reason that (a) she shall have first given the Company written notice stating with reasonable specificity the act(s) on which such termination is premised within forty-five (45) days after Executive becomes aware of such act(s), (b) if such act(s) is susceptible of cure or remedy, it has not been cured or remedied within thirty (30) days after receipt of such notice, and (c) Executive has terminated her employment within forty-five (45) days after so notifying the Company.

4.1.4 Any Other Reason. Notwithstanding anything to the contrary herein, QTS LLC shall have the right to terminate Executive’s employment under this Agreement at any time without Cause by giving written notice of such termination to Executive, and Executive shall have the right to terminate Executive’s employment under this Agreement at any time without Good Reason by giving written notice of such termination to QTS LLC. Any notice by Executive hereunder shall be given at least sixty (60) days in advance of such termination.

4.2 Termination Date. Except as provided in Section 4.1.1 with respect to Executive’s death or Disability, any termination under Section 4.1 shall be effective upon receipt of notice by Executive or QTS LLC, as the case may be, of such termination or upon such other later date as may be provided herein or specified by QTS LLC or Executive in the notice (the “Termination Date”).

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4.3 Effect of Termination.

4.3.1 Termination with Cause or without Good Reason. In the event that Executive’s employment is terminated by QTS LLC with Cause or by Executive without Good Reason, QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by applicable law. “Accrued Obligations” means the sum of (a) Executive’s Base Pay hereunder through the Termination Date to the extent not theretofore paid, (b) the amount of any accrued but unused vacation pay, and (c) any business expense reimbursements incurred by Executive as of the Termination Date and submitted for reimbursement, in each case, consistent with the policy for such reimbursements, within ten (10) days following the Termination Date.

4.3.2 Termination without Cause or with Good Reason. In the event that Executive’s employment is terminated by QTS LLC without Cause or by Executive for Good Reason:

(a) QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law;

(b) QTS LLC shall pay to Executive, in a lump sum in cash in on the first payroll date following sixty (60) days after the Termination Date one (1) year of Executive’s Base Pay plus the Target Bonus as in effect on the Termination Date;

(c) QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date all bonus amounts earned but not yet paid for the year prior to the year in which the Termination Date occurs;

(d) If not previously vested in full, the Equity Awards and any other equity awards granted to Executive that otherwise would vest during the then-current term of this Agreement (whether the initial term or any renewal term) shall fully vest as of the Termination Date;

(e) If Executive elects COBRA coverage, QTS LLC shall reimburse Executive for her premiums for such coverage for a period of twelve (12) months; and

(f) QTS LLC shall provide to Executive, at QTS LLC’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year follow the Termination Date.

4.3.3 Termination Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or Disability QTS LLC shall pay all Accrued

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Obligations to Executive or Executive’s estate in a lump sum in cash within thirty (30) business days after the Termination Date. In addition, if not previously vested in full, the Equity Awards and any other equity awards granted to Executive shall fully vest as of the Termination Date.

4.3.4 Waiver and Release Agreement. In consideration of the severance payments and other benefits described in clauses (b), (c), (d) and (e) of Section 4.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to QTS LLC on or before the sixtieth (60^th) day after the applicable Termination Date a waiver and general release of claims in favor of the Company, the General Partner (and any successor general partner of the Company) and QTS LLC, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to QTS LLC, that has become effective in accordance with its terms, and for which any revocation periods applicable to such release shall have expired on or prior to the sixtieth (60^th) day following Executive’s Termination Date. If Executive fails to execute and deliver such release agreement on or before the sixtieth (60^th) day following the applicable Termination Date, if any revocation period applicable to such release has not expired on or before the sixtieth (60^th) day following Executive’s Termination Date or if Executive revokes such release as provided therein, QTS LLC shall have no obligation to provide any of the severance payments and other benefits described in clauses (b), (c), (d) and (e) of Section 4.3.2, other than any Accrued Obligations.

4.4 Required Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death. Within twenty (20) business days following the end of such six (6)-month period, or, if earlier, Executive’s death, QTS LLC shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month period but for this Section 4.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. The Executive will be deemed to have a Termination Date for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred and any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another

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benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of QTS LLC.

4.5 Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by QTS LLC, the Company or its subsidiaries and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with QTS LLC, the Company or its subsidiaries at or subsequent to the Termination Date, which shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.

4.6 Excise Tax-Related Provisions. The payments and benefits that Executive may be entitled to receive under this Agreement and other payments and benefits that Executive is or may be entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments (as defined below) that are subject to Sections 280G and 4999 of the Code. As provided in this Section 4.6, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow Executive to receive a greater Net After Tax Amount (as defined below) than Executive would receive absent a reduction.

4.6.1 The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

4.6.2 The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

4.6.3 Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Executive with the higher Net After Tax Amount. If Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any cash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company) and then by reducing the amount of any noncash benefits under this Agreement or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Company). The Accounting Firm will notify Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send Executive and the Company a copy of its detailed calculations supporting that determination.

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4.6.4 As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 4.6, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed under this Section 4.6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 4.6 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest, the amount of the Overpayment; provided, however, that no amount will be payable by the Executive to the Company unless, and then only to the extent that, the payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

For purposes of this Section 4.6, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before a Change in Control. For purposes of this Section 4.6, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any State or local income taxes applicable to Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 4.6 the term “Parachute Payment” means a payment that is described in Section 280G(b)(2) of the Code, determined in accordance with Section 280G of the Code and the regulations promulgated or proposed thereunder.

ARTICLE 5

RESTRICTIVE COVENANTS

5.1 Confidential Information.

5.1.1 Obligation to Maintain Confidentiality. Executive acknowledges that, by reason of Executive’s employment by QTS LLC, the Executive will have access to confidential information (collectively, “Confidential Information”) of QTS LLC, the Company and their respective subsidiaries and affiliates (collectively, the “Quality Companies”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Quality Companies and covenants that, both during and after the Term, Executive shall not disclose any Confidential Information to any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity (“Person”) (except as Executive’s duties as a manager, or employee of the Company and the OP require) without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 5.1 shall not apply to Confidential Information that otherwise becomes known to the public through no

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act of Executive in breach of this Agreement or which is required to be disclosed by court order, applicable law or regulatory requirements, nor shall it apply to Executive’s disclosure of Confidential Information to her attorneys and advisors in connection with a dispute between Executive and a Quality Company.

5.1.2 Company Property. All records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual Property and other property delivered to or compiled by Executive by or on behalf of any Quality Company or its providers, clients or customers that pertain to the business of any Quality Company shall be and remain the property of such Quality Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of a Quality Company that is collected by the Executive shall be delivered promptly to such Quality Company without request by it upon termination of Executive’s employment for any reason. For purposes of this Section “Intellectual Property” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights, and any applications therefor.

5.2 Inventions. Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and managerial contributions of value to the Quality Companies. Executive hereby assigns to the applicable Quality Company all rights, title and interest in such contributions and inventions made or conceived by Executive alone or jointly with others during the Term that relate to the business of such Quality Company. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. Executive shall promptly and fully disclose all such contributions and inventions to the Company, the General Partner and QTS LLC and assist the Company, the General Partner and QTS LLC or any other Quality Company, as the case may be, in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions shall be the property of the applicable Quality Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Notwithstanding the foregoing, no Quality Company shall have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of any Quality Company’s resources that does not relate to the business of any Quality Company and does not result from any work performed by Executive for any Quality Company.

5.3 Non-Disparagement. Executive agrees that she will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding the Company, the General Partner, QTS LLC or any other Quality Company, owners or their past or present employees, directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company, the General Partner, QTS LLC or any other Quality Company, their owners or their past or present employees, directors, officers or other representatives or their past or present employees, officers or other representatives.

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The Company, the General Partner and QTS LLC agree that they will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding Executive and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Executive. For purposes of this non-disparagement provision, the Company, the General Partner and QTS LLC are defined to mean the Company’s executive team and the Board.

5.4 Non-Compete. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer or manager or director of, the Company, the General Partner, QTS LLC or any of the Quality Companies and for one (1) year thereafter (the “Restricted Period”), the Executive will not, (a) directly or indirectly, engage in any business involving the development, construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed services, whether such business is conducted by the Executive individually or as a principal, partner, member, stockholder, joint venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any Person (as defined below) or (b) own any interests in any data center facilities, colocation facilities or managed service providers, in each case in the United States of America as of the Termination Date; provided, however, that this Section 5.3 shall not be deemed to prohibit the direct or indirect ownership by the Executive of up to five (5) percent of the outstanding equity interests of any public company. For purposes of this Agreement, “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

5.5 Non-Solicitation. The Executive agrees that during the Term or otherwise for the period during which the Executive is employed by, or serving as an officer or manager or director of, the Company, the General Partner or any of the Quality Companies and for one (1) year thereafter, such Executive will not directly or indirectly (a) solicit, induce or encourage any employee (other than clerical employees) or independent contractor to terminate their employment with the Quality Companies or to cease rendering services to the Quality Companies, and the Executive shall not initiate discussions with any such Person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) solicit, recruit, induce for employment or hire (on behalf of the Executive or any other person or entity) any employee (other than clerical employees) or independent contractor who has left the employment or other service of the Quality Companies (or any predecessor thereof) within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Quality Companies or (c) solicit any of tenants of the Quality Companies to lease, purchase or otherwise occupy data center space in the United States of America or encourage any of the tenants of the Quality Companies to reduce its patronage of Quality.

5.6 Reasonable and Necessary Restrictions. Executive acknowledges that the restrictions, prohibitions and other provisions hereof, including, without limitation, the Restricted Period set forth in Section 5.4, are reasonable, fair and equitable in terms of duration, scope and geographic area, as are necessary to protect the legitimate business interests of the Quality Companies, and are a material inducement to the Company and QTS LLC to enter into this Agreement.

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5.7 Breach of Restrictive Covenants. The parties agree that a breach or violation of any provision of this Article 5 will result in immediate and irreparable injury and harm to the business of the Quality Companies, and that the Company, the General Partner, QTS LLC and each other Quality Company shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of the obligations hereunder, including without limitation, to address any threatened breach or violation, and to enjoin and restrain Executive and each and every person, firm, company or corporation concerned therewith, from the violation or continuance of such violation or breach. In addition thereto, Executive shall be responsible for all damages, including reasonable attorneys’ fees, sustained by the Company, the General Partner, QTS LLC and any other Quality Company by reason of said violation. In addition to any other remedy which may be available at law or in equity, or pursuant to any other provision of this Agreement, the payments by QTS LLC of any severance to which Executive may otherwise be entitled under this Agreement will cease as of the date on which such violation first occurs.

5.8 Cooperation. At all times during Executive’s employment and after the date of Executive’s termination of employment, Executive agrees to reasonably cooperate (if occurring after termination of employment, to the extent not interfering with Executive’s other full-time business endeavors) (i) with the Company, the General Partner and QTS LLC in the defense of any legal matter involving any matter that arose during Executive’s employment in the business of the Company, the General Partner and QTS LLC, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the business of the Company, the General Partner or QTS LLC. The Company, the General Partner or QTS LLC, as applicable, will reimburse Executive for reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.

ARTICLE 6

GOVERNING LAW

6.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF KANSAS.

ARTICLE 7

MISCELLANEOUS

7.1 Amendments. The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.

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7.2 Entire Agreement. This Agreement constitutes the total and complete agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements heretofore made, and there are no other representations, understandings or agreements.

7.3 Counterparts. This Agreement may be executed in one of more counterparts, each of which shall be deemed and original, but all of which shall together constitute one and the same instrument.

7.4 Severability. Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect.

7.5 Waiver or Delay. The failure or delay on the part of the Company, the General Partner, QTS LLC or Executive to exercise any right or remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

7.6 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns, except as otherwise provided herein. Neither this Agreement nor any of the rights, benefits, obligations or duties hereunder may be assigned or transferred by Executive except by operation of law. The Company, the General Partner and QTS LLC may assign this Agreement to any affiliate or successor. The Company, the General Partner and QTS LLC shall require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, the General Partner or QTS LLC to assume expressly and agree, and the Company shall cause any successor general partner of the Company to assume expressly and agree, to perform this Agreement in the same manner and to the same extent that the Company, the General Partner and QTS LLC, as applicable, would be required to perform if no such succession had taken place.

7.7 Necessary Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

7.8 Notices. All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or 48 hours after mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the party at her address set forth as follows or any other address that any party may designate by written notice to the other parties:

To Executive: Shirley E. Goza Address on file with the Company

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To the Company, QTS LLC or the General Partner: c/o QualityTech GP, LLC 12851 Foster Street, Suite 205 Overland Park, Kansas 66213 Attention: CEO Facsimile: (913) 814-7766

7.9 Headings and Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered as construing or interpreting the provisions of this Agreement.

7.10 Construction. All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby.

7.11 Counsel. Executive has been advised by the Company, the General Partner and QTS LLC that she should consider seeking the advice of counsel in connection with the execution of this Agreement and the other agreements contemplated hereby and Executive has had an opportunity to do so. Executive has read and understands this Agreement, and has sought the advice of counsel to the extent she has determined appropriate.

7.12 Withholding of Compensation. Executive hereby agrees that QTS LLC may deduct and withhold from the compensation or other amounts payable to Executive hereunder or otherwise in connection with Executive’s employment any amounts required to be deducted and withheld by QTS LLC under the provisions of any applicable Federal, state and local statute, law, regulation, ordinance or order.

7.13 Executive Representation. Executive acknowledges that by entering into or complying with any provision of this Agreement she is not breaching or acting in contravention of any other agreement or commitment she has to any other firm, corporation, partnership, organization, person or any other individual or entity.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY
QUALITYTECH, LP
By:	QUALITYTECH GP, LLC,
	its sole general partner
	By:	/s/ William H. Schafer
		Name:	William H. Schafer
		Title:	Chief Financial Officer
GENERAL PARTNER
QUALITYTECH GP, LLC
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
QTS LLC
QUALITY TECHNOLOGY SERVICES, LLC
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
EXECUTIVE
/s/ Shirley E. Goza
SHIRLEY E. GOZA

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EX-10.13

Exhibit 10.13

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [            ], 2013, by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and [                    ] (the “Indemnitee”).

WHEREAS, the Indemnitee is an officer [or][and] a member of the Board of Directors of the Company and in such [capacity][capacities] is performing a valuable service for the Company;

WHEREAS, Maryland law permits the Company to enter into contracts with its officers or members of its Board of Directors with respect to indemnification of, and advancement of expenses to, such persons;

WHEREAS, the Articles of Amendment and Restatement of the Company (the “Charter”) provide that the Company shall indemnify and advance expenses to its directors and officers to the maximum extent permitted by Maryland law in effect from time to time;

WHEREAS, the Amended and Restated Bylaws of the Company (the “Bylaws”) provide that each director and officer of the Company shall be indemnified by the Company to the maximum extent permitted by Maryland law in effect from time to time and shall be entitled to advancement of expenses consistent with Maryland law; and

WHEREAS, to induce the Indemnitee to provide services to the Company as an officer [or][and] a member of the Board of Directors, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Charter or the Bylaws, or any acquisition transaction relating to the Company, the Indemnitor desires to provide the Indemnitee with protection against personal liability as set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Indemnitor and the Indemnitee hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement:

(A) “Change in Control” shall have the definition set forth in the QTS Realty Trust, Inc. 2013 Equity Incentive Plan.

(B) “Corporate Status” describes the status of a person who is or was a director or officer of the Company or is or was serving at the request of the Company as a

director, officer, partner (limited or general), member, employee or agent of any other foreign or domestic corporation, partnership, joint venture, limited liability company, trust, other enterprise (whether conducted for profit or not for profit) or employee benefit plan. The Company shall be deemed to have requested the Indemnitee to serve an employee benefit plan where the performance of the Indemnitee’s duties to the Company also imposes or imposed duties on, or otherwise involves or involved services by, the Indemnitee to the plan or participants or beneficiaries of the plan.

(C) “Determination” means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee had met the applicable standard of conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that indemnification of the Indemnitee is proper in the circumstances (an “Adverse Determination”).

(D) “Disinterested Director” means a director who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee and does not otherwise have an interest materially adverse to any interest of the Indemnitee.

(E) “Expenses” shall include all attorneys’ and paralegals’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(F) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any formal or informal internal investigation to which the Indemnitee is made a party by reason of the Corporate Status of the Indemnitee), administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to enforce such Indemnitee’s rights under this Agreement.

(G) “Special Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

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2. INDEMNIFICATION

The Indemnitee shall be entitled to the rights of indemnification provided in this paragraph 2 and under applicable law, the Charter, the Bylaws, any other agreement, a vote of stockholders or resolution of the Board of Directors or otherwise if, by reason of such Indemnitee’s Corporate Status, such Indemnitee is, or is threatened to be made, a party to any threatened, pending, or contemplated Proceeding, including a Proceeding by or in the right of the Company. Unless prohibited by paragraph 13 hereof and subject to the other provisions of this Agreement, the Indemnitee shall be indemnified hereunder, to the maximum extent permitted by Maryland law in effect from time to time, against judgments, penalties, fines and settlements and reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with such Proceeding or any claim, issue or matter therein; provided, however, that if such Proceeding was initiated by or in the right of the Company, indemnification may not be made in respect of such Proceeding if the Indemnitee shall have been finally adjudged to be liable to the Company. For purposes of this paragraph 2, excise taxes assessed on the Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.

3. INDEMNIFICATION FOR EXPENSES IN CERTAIN CIRCUMSTANCES

(A) Without limiting the effect of any other provision of this Agreement (including the Indemnitee’s rights to indemnification under paragraph 2 and advancement of expenses under paragraph 4), without regard to whether the Indemnitee is entitled to indemnification under paragraph 2 and without regard to the provisions of paragraph 6 hereof, to the extent that the Indemnitee is successful, on the merits or otherwise, in any Proceeding to which the Indemnitee is a party by reason of such Indemnitee’s Corporate Status, such Indemnitee shall be indemnified against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection therewith.

(B) If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Indemnitor shall indemnify the Indemnitee against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter.

(C) For purposes of this paragraph 3 and without limitation, the termination of any claim, issue or matter in such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

4. ADVANCEMENT OF EXPENSES

Notwithstanding anything in this Agreement to the contrary, but subject to paragraph 13 hereof, if the Indemnitee is or was or becomes a party to or is otherwise involved in any Proceeding (including as a witness), or is or was threatened to be made a party to or a participant (including as a witness) in any such Proceeding, by reason of the Indemnitee’s Corporate Status, or by reason of (or arising in part out of) any actual or alleged event or occurrence related to the

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Indemnitee’s Corporate Status, or by reason of any actual or alleged act or omission on the part of the Indemnitee taken or omitted in or relating to the Indemnitee’s Corporate Status, then the Indemnitor shall advance all reasonable Expenses incurred by the Indemnitee in connection with any such Proceeding within twenty (20) days after the receipt by the Indemnitor of a statement from the Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding; provided that, such statement shall reasonably evidence the Expenses incurred or to be incurred by the Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Indemnitor as authorized by this Agreement has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amounts advanced if it should ultimately be determined that the standard of conduct has not been met. The undertaking required by clause (ii) of the immediately preceding sentence shall be an unlimited general obligation of the Indemnitee but need not be secured and may be accepted without reference to financial ability to make the repayment.

5. WITNESS EXPENSES

Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) for any reason in any Proceeding to which such Indemnitee is not a named defendant or respondent, the Indemnitor shall advance all Expenses actually incurred by or on behalf of such Indemnitee, on an as-incurred basis in accordance with paragraph 4 of this Agreement, in connection therewith and indemnify the Indemnitee therefor.

6. DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION

(A) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitor a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

(B) The Indemnitor agrees that the Indemnitee shall be indemnified to the fullest extent permitted by law. Indemnification under this Agreement may not be made unless authorized for a specific Proceeding after a Determination has been made in accordance with this paragraph 6(B) that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the following standard of conduct: the Indemnitor shall indemnify the Indemnitee in accordance with the provisions of paragraph 2 hereof, unless it is established that: (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or

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omission was unlawful. Any Determination shall be made within thirty (30) days after receipt of the Indemnitee’s written request for indemnification pursuant to Section 6(A) and such Determination shall be made either (i) by the Disinterested Directors, even though less than a quorum, so long as the Indemnitee does not request that such Determination be made by Special Legal Counsel, or (ii) if so requested by the Indemnitee, in the Indemnitee’s sole discretion, by Special Legal Counsel in a written opinion to the Indemnitor and the Indemnitee. If a Determination is made that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within fifteen (15) business days after such Determination. The Indemnitee shall reasonably cooperate with the person, persons or entity making such Determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such Determination. Any Expenses incurred by the Indemnitee in so cooperating with the Disinterested Directors or Special Legal Counsel, as the case may be, making such determination shall be advanced and borne by the Indemnitor in accordance with paragraph 4 of this Agreement (irrespective of the Determination as to Indemnitee’s entitlement to indemnification). If the person, persons or entity empowered or selected under Section 6(B) of this Agreement to determine whether the Indemnitee is entitled to indemnification shall not have made a Favorable Determination within thirty (30) days after receipt by the Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(B) shall not apply if the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to Section 6(E).

(C) The Indemnitor shall be bound by and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Indemnitor does not make timely indemnification payments or advancement of Expenses required by this Agreement, the Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the Indemnitor to make such

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payments or advancement of expenses (and the Indemnitor shall have the right to defend their position in such Proceeding and to appeal any adverse judgment in such Proceeding). The Indemnitee shall be entitled to have such Expenses advanced by the Indemnitor in accordance with paragraph 4 of this Agreement and applicable law. If the Indemnitee fails to challenge an Adverse Determination within ninety (90) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from which no appeal can be made, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Indemnitor shall not be obligated to indemnify the Indemnitee under this Agreement.

(D) The Indemnitee shall cooperate with the person or entity making such Determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Indemnitor (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Indemnitor hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

(E) In the event the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to Section 6(B) hereof, the Indemnitee, or the Indemnitor, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Indemnitor or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Special Legal Counsel so selected does not meet the requirements of “Special Legal Counsel” as defined in paragraph 1 of this Agreement. If such written objection is made, the Special Legal Counsel so selected may not serve as Special Legal Counsel until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to Section 6(A) hereof, no Special Legal Counsel shall have been selected or, if selected, shall have been objected to, either the Indemnitor or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Indemnitor or the Indemnitee to the other’s selection of Special Legal Counsel and/or for the appointment as Special Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Special Legal Counsel under Section 6(B) hereof. The Indemnitor shall pay all reasonable fees and expenses of Special Legal Counsel incurred in connection with acting pursuant to Section 6(B) hereof, and all reasonable fees and expenses

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incident to the selection of such Special Legal Counsel pursuant to this Section 6(D). In the event that a determination of entitlement to indemnification is to be made by Special Legal Counsel and such determination shall not have been made and delivered in a written opinion within ninety (90) days after the receipt by the Indemnitor of the Indemnitee’s request in accordance with Section 6(A), upon the due commencement of any judicial proceeding in accordance with Section 8(A) of this Agreement, Special Legal Counsel shall be discharged and relieved of any further responsibility in such capacity.

(F) If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Indemnitor of the request therefor, the requisite Determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this Section 6(E) shall not apply if the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to Section 6(B) of this Agreement.

7. PRESUMPTIONS

(A) It shall be presumed that the Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination), and the Indemnitor or any other person or entity challenging such right shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(B) The termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

8. REMEDIES

(A) In the event that: (i) an Adverse Determination is made, or (ii) advancement of reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment of indemnification due the Indemnitee under this Agreement is not timely made, the Indemnitee shall be entitled to an adjudication in an appropriate court of competent jurisdiction of such Indemnitee’s entitlement to such indemnification or advancement of Expenses.

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(B) In the event that an Adverse Determination shall have been made pursuant to Section 6(B) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this paragraph 8 shall be conducted in all respects as a de novo trial, or arbitration, on the merits. The fact that an Adverse Determination has been made earlier pursuant to paragraph 6 of this Agreement that the Indemnitee was not entitled to indemnification shall not be taken into account in any judicial proceeding commenced pursuant to this paragraph 8 and (i) the Indemnitee shall not be prejudiced in any way by reason of that Adverse Determination and (ii) the Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(C) If a Favorable Determination shall have been made or deemed to have been made pursuant to Section 6(B) of this Agreement that the Indemnitee is entitled to indemnification, the Indemnitor shall be bound by such Determination in any judicial proceeding or arbitration commenced pursuant to this paragraph 8, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(D) The Indemnitor shall be precluded from asserting in any judicial proceeding commenced pursuant to this paragraph 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Indemnitor is bound by all the provisions of this Agreement.

(E) In the event that the Indemnitee, pursuant to this paragraph 8, seeks a judicial adjudication of such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if successful on the merits or otherwise as to all or less than all claims, issues or matters in such judicial adjudication, the Indemnitee shall be entitled to recover from the Indemnitor, and shall be indemnified by the Indemnitor against, any and all reasonable Expenses actually incurred by such Indemnitee in connection with each successfully resolved claim, issue or matter.

(F) Notwithstanding anything in this Agreement to the contrary, no Determination as to entitlement of the Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

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9. NOTIFICATION AND DEFENSE OF CLAIMS

The Indemnitee agrees promptly to notify the Indemnitor in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability that the Indemnitor may have to Indemnitee under this Agreement unless the Indemnitor can establish that such omission to notify resulted in actual and material prejudice to which it cannot be reversed or otherwise eliminated without any material adverse effect on the Indemnitor. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitor of the commencement thereof:

(A) The Indemnitor will be entitled to participate therein at its own expense.

(B) Except as otherwise provided below, the Indemnitor will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitor to Indemnitee of the Indemnitor’s election to assume the defense thereof, the Indemnitor will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitor of the Indemnitor’s assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by the Indemnitee has been authorized by the Indemnitor, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitor could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitor shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitor. The Indemnitor shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitor, or as to which the Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against the Indemnitee of the type referred to in clause (c) above.

(C) The Indemnitor shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitor’s written consent. The Indemnitor shall not settle any action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Indemnitor nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.

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10. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION

(A) The rights of indemnification and to receive advancement of reasonable Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any other agreement, a vote of stockholders, a resolution of the Board of Directors or otherwise, except that any payments otherwise required to be made by the Indemnitor hereunder shall be offset by any and all amounts received by the Indemnitee from any other indemnitor or under one or more liability insurance policies maintained by an indemnitor or otherwise and shall not be duplicative of any other payments received by an Indemnitee from the Indemnitor in respect of the matter giving rise to the indemnity hereunder; provided, however, that if indemnification rights are provided by an Additional Indemnitor as defined in Section 18(B) hereof, such Section shall govern. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee prior to such amendment, alteration or repeal.

(B) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors and officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available and upon any Change in Control the Company shall use commercially reasonable efforts to obtain or arrange for continuation and/or “tail” coverage for the Indemnitee to the maximum extent obtainable at such time.

(C) Except as otherwise provided in Section 18(B) hereof, in the event of any payment under this Agreement, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnitor to bring suit to enforce such rights.

(D) Except as otherwise provided in Section 18(B) hereof, the Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.

(E) If GA QTS Interholdco, LLC (or any member or other affiliate thereof other than the Indemnitor) pays or causes to be paid, for any reason, any amounts with respect to any Proceeding in which the Indemnitee may be indemnified or entitled to indemnification hereunder or under any other indemnification agreement with the Indemnitee (whether pursuant to contract, by-laws, charter or other

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organizational documents) or otherwise in its capacity as a stockholder of the Company, then (x) GA QTS Interholdco, LLC (or such member or other affiliate, as the case may be) shall be fully subrogated to all rights of the Indemnitee with respect to such payment and (y) the Indemnitor shall fully indemnify, reimburse and hold harmless GA QTS Interholdco, LLC (or such member and other affiliate) for all such payments actually made by GA QTS Interholdco, LLC (or such member or other affiliate).

11. CONTINUATION OF INDEMNITY

(A) All agreements and obligations of the Indemnitor contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of Directors of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee’s Corporate Status and during the period of statute of limitations for any act or omission occurring during the Indemnitee’s term of Corporate Status. This Agreement shall be binding upon the Indemnitor and its respective successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee’s heirs, executors and administrators.

(B) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

12. SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or unenforceable.

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13. EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES

Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to (i) any Proceeding initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof, or (ii) any Proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute.

14. NOTICE TO THE COMPANY STOCKHOLDERS

Any indemnification of, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the stockholders of the Company with the notice of the next Company stockholders’ meeting or prior to the meeting.

15. HEADINGS

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

16. MODIFICATION AND WAIVER

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17. NOTICES

All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand or by a nationally recognized overnight delivery service and received by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:

If to the Indemnitee, to the address set forth in the records of the Company.

If to the Indemnitor, to:

QTS Realty Trust, Inc.

12851 Foster Street

Overland Park, KS 66213

Attention: General Counsel

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or to such other address as may have been furnished to the Indemnitee by the Indemnitor or to the Indemnitor by the Indemnitee, as the case may be.

18. CONTRIBUTION

(A) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, penalties, fines and settlements and reasonable expenses actually incurred by or on behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

(B) The Company acknowledges and agrees that as between the Company and any other entity that has provided indemnification rights in respect of Indemnitee’s service as a director of the Company at the request of such entity (an “Additional Indemnitor”), the Company shall be primarily liable to Indemnitee as set forth in this Agreement for any indemnification claim (including, without limitation, any claim for advancement of Expenses) by Indemnitee in respect of any Proceeding for which Indemnitee is entitled to indemnification hereunder. In the event the Additional Indemnitor is liable to any extent to Indemnitee by virtue of indemnification rights provided by the Additional Indemnitor to Indemnitee in respect of Indemnitee’s service on the Board of Directors at the request of the Additional Indemnitor and Indemnitee is also entitled to indemnification under this Agreement (including, without limitation, for advancement of Expenses) as a result of any Proceeding, the Company shall pay, in the first instance, the entire amount of any indemnification claim (including, without limitation, any claim for advancement of Expenses) brought by the Indemnitee against the Company under this Agreement (including, without limitation, any claim for advancement of Expenses) without requiring the Additional Indemnitor to contribute to such payment and the Company hereby waives and relinquishes any right of contribution, subrogation or any other right of recovery of any kind it may have against the Additional Indemnitor in respect thereof. The Company further agrees that no advancement or payment by the Additional Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought

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indemnification from the Company shall affect the foregoing and the Additional Indemnitor shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. Without limiting the generality of the foregoing, the Company hereby acknowledges that certain of its Directors, including the Directors affiliated with GA QTS Interholdco, LLC (the “Specified Directors”), may have certain rights to indemnification and advancement of expenses provided by GA QTS Interholdco, LLC and certain of its Affiliates (collectively, the “General Atlantic Indemnitors”), which shall constitute Additional Indemnitors for purposes of this paragraph. To the extent the Indemnitee is a Specified Director, the Company hereby agrees and acknowledges that with respect to matters for which it is required to provide indemnity pursuant to the terms of this Agreement, (i) it shall be the indemnitor of first resort with respect to the Indemnitee (i.e., its obligations to the Indemnitee are primary and any obligation of the General Atlantic Indemnitors to advance expenses or to provide indemnification for expenses or liabilities incurred by the Indemnitee are secondary), (ii) it shall advance the full amount of expenses incurred and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by the Indemnitee to the extent required by the terms of this Agreement (or any other agreement between the Company and the Indemnitee), without regard to any rights the Specified Directors may have against the General Atlantic Indemnitors and (iii) it irrevocably waives, relinquishes and releases the General Atlantic Indemnitors from any and all claims against the General Atlantic Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof related to the Company’s obligations set forth in clauses (i) and (ii) in this sentence. The Company further agrees that no advancement or payment by the General Atlantic Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing and the General Atlantic Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company.

19. GOVERNING LAW

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without application of the conflict of laws principles thereof.

20. NO ASSIGNMENTS

The Indemnitee may not assign its rights or delegate obligations under this Agreement without the prior written consent of the Indemnitor. Any assignment or delegation in violation of this paragraph 20 shall be null and void.

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21. NO THIRD PARTY RIGHTS

Except for the rights of an Additional Indemnitor under paragraph 18(B) hereof and except for GA QTS Interholdco, LLC, who is expressly made a third party beneficiary of paragraph 10(E) hereof: (a) nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; and (b) this Agreement and all of its provisions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.

22. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute an agreement binding on all of the parties hereto.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

QTS REALTY TRUST, INC.

By:

Name:

Title:

INDEMNITEE:

By:

Name:

EX-10.14

Exhibit 10.14

NON-COMPETITION AGREEMENT

(James Reinhart)

This NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of June 29, 2012, by and among Quality Technology Services, LLC, a Delaware limited liability company (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and an indirect parent and affiliate of the Company (the “GP”), QualityTech, LP, a Delaware limited partnership and an indirect parent and affiliate of the Company (the “OP”), and James Reinhart, an individual (“Executive”).

WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are entering into that certain Employment Agreement dated as of the date hereof, pursuant to which, among other things, the Company has agreed to employ the Executive as its Chief Operations Officer - Operations (“COO - Operations”), and the GP has agreed to appoint Executive as its COO - Operations, and the Executive has agreed to be employed by the Company and to serve as COO - Operations of the GP, in accordance with the terms thereof (the “Employment Agreement”);

WHEREAS, the Executive acknowledges that he is receiving substantial consideration pursuant to the Employment Agreement; and

WHEREAS, the parties hereto agree that the Executive will not engage in competition with the Company, the GP or the OP, and will refrain from taking certain other actions pursuant to the terms and conditions hereof in an effort to protect the legitimate business interests and goodwill of the Company, the GP and the OP, and for other business purposes.

NOW, THEREFORE, in consideration of the foregoing and in exchange for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

1. Non-Competition. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer of the Company, the GP, the OP or any of their direct or indirect subsidiaries (collectively, “Quality”), and for one year thereafter (the “Restricted Period”), the Executive will not, (a) directly or indirectly, engage in any business involving the development, construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed services, whether such business is conducted by the Executive individually or as a principal, partner, member, stockholder, joint venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any Person (as defined below) or (b) own any interests in any data center facilities, colocation facilities or managed service providers, in each case in the United States of America; provided, however, that this Section 1 shall not be deemed to prohibit the direct or indirect ownership by the Executive of up to five (5) percent of the outstanding equity interests of any public company. For purposes of this Agreement, “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

2. Non-Solicitation. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer of Quality, and for one year thereafter, the

Executive will not directly or indirectly (a) solicit, induce or encourage any employee (other than clerical employees) or independent contractor to terminate their employment with Quality or to cease rendering services to Quality, and the Executive shall not initiate discussions with any such Person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) solicit, recruit, induce for employment or hire (on behalf of the Executive or any other person or entity) any employee (other than clerical employees) or independent contractor who has left the employment or other service of Quality (or any predecessor thereof) within one year of the termination of such employee’s or independent contractor’s employment or other service with Quality or (c) solicit any of Quality’s tenants to lease, purchase or otherwise occupy data center space in the United States of America or encourage any of Quality’s tenants to reduce its patronage of Quality.

3. Reasonable and Necessary Restrictions. The Executive acknowledges that the restrictions, prohibitions and other provisions hereof, including, without limitation, the Restricted Period set forth in Section 1, are reasonable, fair and equitable in terms of duration, scope and geographic area, as are necessary to protect the legitimate business interests of Quality, and are a material inducement to the GP and the OP to enter into this Agreement and the Employment Agreement.

4. Specific Performance. The Executive acknowledges that the obligations undertaken by the Executive pursuant to this Agreement are unique and that Quality likely will have no adequate remedy at law if the Executive shall fail to perform any of the Executive’s obligations hereunder, and the Executive therefore confirms that Quality’s right to specific performance of the terms of this Agreement is essential to protect the rights and interests of Quality. Accordingly, in addition to any other remedies that Quality may have at law or in equity, Quality shall have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by the Executive, and Quality shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by the Executive. The Executive hereby acknowledges and agrees that Quality shall not be required to post bond as a condition to obtaining or exercising such remedies, and the Executive hereby waives any such requirement or condition.

5. Miscellaneous Provisions.

5.1 Assignment; Binding Effect. This Agreement may not be assigned by the Executive, but may be assigned by the Company, the GP and the OP to any successor to its business and will inure to the benefit of and be binding upon any such successor. Subject to the foregoing provisions restricting assignment, all covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors, assigns, heirs, and personal representatives.

5.2 Entire Agreement. This Agreement, the Employment Agreement, and any agreements pertaining to any other restrictive covenants governing the Executive, constitute the entire agreement between the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. This Section 5.2

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shall not be used to limit or restrict the rights or remedies, whether express or implied, of any non-competition, non-solicitation or confidentiality policies of Quality applicable to the Executive.

5.3 Amendment. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto.

5.4 Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by either of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

5.5 Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect. Notwithstanding the foregoing, in the event that the restrictions against engaging in competitive activity contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive or unreasonable in any other respect, the Agreement shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action and the court may limit the application of any other provision or covenant, or modify any such term, provision or covenant and proceed to enforce this Agreement as so limited or modified. To the extent necessary, the parties shall revise the Agreement and enter into an appropriate amendment to the extent necessary to implement any of the foregoing.

5.6 Governing Law; Jurisdiction. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Kansas, but not including the choice-of-law rules thereof.

5.7 Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

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5.8 Executive’s Acknowledgement. The Executive acknowledges (i) that he has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and (ii) that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

5.9 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been delivered (i) when physically received by personal delivery (which shall include the confirmed receipt of a telecopied facsimile transmission), or (ii) three business days after being deposited in the United States certified or registered mail, return receipt requested, postage prepaid or (iii) one business day after being deposited with a nationally known commercial courier service providing next day delivery service (such as Federal Express), to the following addresses:

(i) if to the Executive, to the address set forth in the records of Quality; and

(ii) if to the Company, the GP or the OP,

c/o QualityTech GP, LLC

12851 Foster Street, Suite 205

Overland Park, Kansas 66213

Attention: General Counsel

Facsimile: (913) 814-7766

5.10 Execution in Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement.

5.11 Attorney’s Fees. The prevailing party in any suit or action brought to enforce this Agreement shall be entitled to recover its costs and expenses, including reasonable attorney’s fees, from the other party.

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[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Agreement, or caused this Agreement to be duly executed on its behalf, as of the date first set forth above.

COMPANY
Quality Technology Services, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	CEO/ Chairman
GP
QualityTech GP, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
OP
QualityTech, LP
By: QualityTech GP, LLC, its sole general partner
	By:	/s/ Chad L. Williams
	Name:	Chad L. Williams
	Title:	Chief Executive Officer
EXECUTIVE
/s/ James Reinhart
James Reinhart

Signature Page to James Reinhart Non-Competition Agreement

EX-10.15

Exhibit 10.15

NON-COMPETITION AGREEMENT

(Daniel Bennewitz)

This NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of June 29, 2012, by and among Quality Technology Services, LLC, a Delaware limited liability company (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and an indirect parent and affiliate of the Company (the “GP”), QualityTech, LP, a Delaware limited partnership and an indirect parent and affiliate of the Company (the “OP”), and Daniel Bennewitz, an individual (“Executive”).

WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are entering into that certain Employment Agreement dated as of the date hereof, pursuant to which, among other things, the Company has agreed to employ the Executive as its Chief Operations Officer - Sales (“COO - Sales”), and the GP has agreed to appoint Executive as its COO - Sales, and the Executive has agreed to be employed by the Company and to serve as COO - Sales of the GP, in accordance with the terms thereof (the “Employment Agreement”);

WHEREAS, the Executive acknowledges that he is receiving substantial consideration pursuant to the Employment Agreement; and

WHEREAS, the parties hereto agree that the Executive will not engage in competition with the Company, the GP or the OP, and will refrain from taking certain other actions pursuant to the terms and conditions hereof in an effort to protect the legitimate business interests and goodwill of the Company, the GP and the OP, and for other business purposes.

NOW, THEREFORE, in consideration of the foregoing and in exchange for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

1. Non-Competition. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer of the Company, the GP, the OP or any of their direct or indirect subsidiaries (collectively, “Quality”), and for one year thereafter (the “Restricted Period”), the Executive will not, (a) directly or indirectly, engage in any business involving the development, construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed services, whether such business is conducted by the Executive individually or as a principal, partner, member, stockholder, joint venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any Person (as defined below) or (b) own any interests in any data center facilities, colocation facilities or managed service providers, in each case in the United States of America; provided, however, that this Section 1 shall not be deemed to prohibit the direct or indirect ownership by the Executive of up to five (5) percent of the outstanding equity interests of any public company. For purposes of this Agreement, “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

2. Non-Solicitation. The Executive agrees that for the period during which the Executive is employed by, or serving as an officer of Quality, and for one year thereafter, the Executive will not directly or indirectly (a) solicit, induce or encourage any employee (other than

clerical employees) or independent contractor to terminate their employment with Quality or to cease rendering services to Quality, and the Executive shall not initiate discussions with any such Person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other Person, (b) solicit, recruit, induce for employment or hire (on behalf of the Executive or any other person or entity) any employee (other than clerical employees) or independent contractor who has left the employment or other service of Quality (or any predecessor thereof) within one year of the termination of such employee’s or independent contractor’s employment or other service with Quality or (c) solicit any of Quality’s tenants to lease, purchase or otherwise occupy data center space in the United States of America or encourage any of Quality’s tenants to reduce its patronage of Quality.

3. Reasonable and Necessary Restrictions. The Executive acknowledges that the restrictions, prohibitions and other provisions hereof, including, without limitation, the Restricted Period set forth in Section 1, are reasonable, fair and equitable in terms of duration, scope and geographic area, as are necessary to protect the legitimate business interests of Quality, and are a material inducement to the GP and the OP to enter into this Agreement and the Employment Agreement.

4. Specific Performance. The Executive acknowledges that the obligations undertaken by the Executive pursuant to this Agreement are unique and that Quality likely will have no adequate remedy at law if the Executive shall fail to perform any of the Executive’s obligations hereunder, and the Executive therefore confirms that Quality’s right to specific performance of the terms of this Agreement is essential to protect the rights and interests of Quality. Accordingly, in addition to any other remedies that Quality may have at law or in equity, Quality shall have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by the Executive, and Quality shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by the Executive. The Executive hereby acknowledges and agrees that Quality shall not be required to post bond as a condition to obtaining or exercising such remedies, and the Executive hereby waives any such requirement or condition.

5. Miscellaneous Provisions.

5.1 Assignment; Binding Effect. This Agreement may not be assigned by the Executive, but may be assigned by the Company, the GP and the OP to any successor to its business and will inure to the benefit of and be binding upon any such successor. Subject to the foregoing provisions restricting assignment, all covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors, assigns, heirs, and personal representatives.

5.2 Entire Agreement. This Agreement, the Employment Agreement, and any agreements pertaining to any other restrictive covenants governing the Executive, constitute the entire agreement between the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. This Section 5.2 shall not be used to limit or restrict the rights or remedies, whether express or implied, of any non-competition, non-solicitation or confidentiality policies of Quality applicable to the Executive.

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5.3 Amendment. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto.

5.4 Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by either of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

5.5 Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect. Notwithstanding the foregoing, in the event that the restrictions against engaging in competitive activity contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive or unreasonable in any other respect, the Agreement shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action and the court may limit the application of any other provision or covenant, or modify any such term, provision or covenant and proceed to enforce this Agreement as so limited or modified. To the extent necessary, the parties shall revise the Agreement and enter into an appropriate amendment to the extent necessary to implement any of the foregoing.

5.6 Governing Law; Jurisdiction. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Kansas, but not including the choice-of-law rules thereof.

5.7 Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

5.8 Executive’s Acknowledgement. The Executive acknowledges (i) that he has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and (ii) that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

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5.9 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been delivered (i) when physically received by personal delivery (which shall include the confirmed receipt of a telecopied facsimile transmission), or (ii) three business days after being deposited in the United States certified or registered mail, return receipt requested, postage prepaid or (iii) one business day after being deposited with a nationally known commercial courier service providing next day delivery service (such as Federal Express), to the following addresses:

(i) if to the Executive, to the address set forth in the records of Quality; and

(ii) if to the Company, the GP or the OP,

c/o QualityTech GP, LLC

12851 Foster Street, Suite 205

Overland Park, Kansas 66213

Attention: General Counsel

Facsimile: (913) 814-7766

5.10 Execution in Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement.

5.11 Attorney’s Fees. The prevailing party in any suit or action brought to enforce this Agreement shall be entitled to recover its costs and expenses, including reasonable attorney’s fees, from the other party.

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[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Agreement, or caused this Agreement to be duly executed on its behalf, as of the date first set forth above.

COMPANY
Quality Technology Services, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
GP
QualityTech GP, LLC
By:	/s/ Chad L. Williams
Name:	Chad L. Williams
Title:	Chief Executive Officer
OP
QualityTech, LP
By:	QualityTech GP, LLC, its sole general partner
	By:	/s/ Chad L. Williams
	Name:	Chad L. Williams
	Title:	Chief Executive Officer
EXECUTIVE
/s/ Daniel Bennewitz
Daniel Bennewitz

Signature Page to Daniel Bennewitz Non-Competition Agreement

EX-10.16

Exhibit 10.16

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [        ], 2013 by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), and the Persons listed on Schedule I hereto (the “Holders,” and each individually, a “Holder”).

WHEREAS, the Company intends to engage in various related transactions (collectively, the “IPO Transactions”) pursuant to which, among other things, the Company will effect an initial public offering of Class A common stock, par value $0.01 per share (the “Common Stock”);

WHEREAS, the Holders, including employees, officers and directors of the Company, hold, and following the IPO Transactions, will continue to hold, the Class A units of limited partnership interest (the “Class A Units”), or limited partnership units convertible into Class A Units, of QualityTech, LP, a Delaware limited partnership (the “Operating Partnership”), as set forth on Schedule I hereto;

WHEREAS, pursuant to the terms of Section 8.6 and the other related provisions of the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (such agreement, as amended from time to time, the “Partnership Agreement”), commencing not later than one year from the beginning of the first full calendar month following the closing of the Company’s initial public offering, and subject to the various limitations contained in the Partnership Agreement and other instruments being delivered in connection with the IPO Transactions, the Holders will be entitled to redeem any Class A Units then held by them for cash or, at the Company’s election, shares of Common Stock (such shares, the “Redemption Shares”);

WHEREAS, the Company has agreed to grant to the Holders the registration rights described in this Agreement.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby agree as follows:

SECTION 1 DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” mean this Registration Rights Agreement, as the same may be amended, supplemented or modified in accordance with the terms hereof.

“Black-Out Period” has the meaning set forth in Section 2.5.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Overland Park, Kansas or New York City are authorized or required by law to close.

“Class A Units” has the meaning set forth in the recitals to this Agreement.

“Commission” means the Securities and Exchange Commission or any successor agency then having jurisdiction to enforce the Securities Act.

“Common Shares” means shares of Class A common stock, $.01 par value per share, in the Company, including any capital stock of the Company into which such shares of common stock are reclassified or reconstituted.

“Company” has the meaning set forth in the preamble.

“Designated Holder” means each Holder, any Affiliate thereof that, after the date hereof, acquires any Registrable Securities, and permitted transferee thereof to whom Registrable Securities are transferred, to the extent that Class A Units could be transferred to such person in accordance with the Partnership Agreement (so long as such agreement is in effect).

“Disclosure Package” means, with respect to any offering of securities, (a) the Prospectus, (b) each Free Writing Prospectus and (c) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 under the Securities Act.

“Holder” has the meaning set forth in the recitals to this Agreement.

“Indemnified Party” has the meaning set forth in Section 4.3.

“Indemnifying Party” has the meaning set forth in Section 4.3.

“Issuer Registration Statement” has the meaning set forth in Section 2.4.

“Partnership” means QualityTech, LP, a limited partnership of which the Company is the sole general partner and majority limited partner.

“Partnership Agreement” means that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof.

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Prospectus” has the meaning set forth in Section 2.4.

“Redemption Shares” has the meaning set forth in the recitals to this Agreement.

“Registrable Securities” means each of the following: (a) any and all Common Shares issued to or owned by any Designated Holder, (b) any Common Shares issued or issuable to any of the Designated Holders with respect to the Registrable Securities by way of share dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any Common Shares or voting common stock issuable upon conversion, exercise or exchange thereof, and (c) any Redemption Shares that have not been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, provided that if Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within 90 days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holders no longer own any Class A Units, such Redemption Shares shall be “Registrable Securities.”

“Registration Expenses” has the meaning set forth in Section 5.

“Registration Statement” has the meaning set forth in Section 2.4.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Suspension Event” has the meaning set forth in Section 2.4.

SECTION 2 REGISTRATION RIGHTS; ISSUER REGISTRATION STATEMENT

2.1 Grant of Rights. The Company hereby agrees that each Designated Holder shall be entitled to offer its Registrable Securities for sale pursuant to a Registration Statement, subject to the terms and conditions set forth in this Agreement (the “Registration Rights”).

2.2 Registrable Securities. For the purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when (a) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (b) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act, or (c) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the Registration Rights granted by this Agreement.

2.3 Holders of Registrable Securities. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities whether or not such acquisition or conversion has actually been effected; provided that the Company’s registration obligations under this Agreement shall be with respect to the registration of Registrable Securities and not with respect to the registration of any option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement.

2.4 Issuer Registration Statement. The Company shall use commercially reasonable efforts, during the period beginning 15 days prior to the date the Holders are first permitted to redeem their Class A Units pursuant to the Partnership Agreement and ending 15 days thereafter, to cause to be filed with the Commission a registration statement (an “Issuer Registration Statement”) that complies as to form in all material respects with applicable Commission rules providing for the registration of the Redemption Shares, and agrees to use reasonable best efforts to cause the Issuer Registration Statement and related prospectus to be declared and remain effective by the Commission as soon as practicable; provided if the Company, in its good faith judgment, determines that any registration should not be made or continued because the negotiation or consummation of a material transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Issuer Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the Company’s reasonable determination, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Suspension Event”), the Company may postpone the filing of an Issuer Registration Statement or suspend the effectiveness thereof. The Company agrees to use commercially reasonable efforts to keep the Issuer Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until such time as the Holders no longer own any Redemption Shares. When the Redemption Shares are issued to the Holders pursuant to an Issuer Registration Statement, subject to the foregoing provisos, the Company shall:

(a) promptly notify the Holders: (i) when the Issuer Registration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Issuer Registration Statement has been filed, and, with respect to the Issuer Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Issuer Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Redemption Shares for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(b) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Issuer Registration Statement, and, if any such order suspending the effectiveness of the Issuer Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment; and

(c) use reasonable best efforts to cause all such Redemption Shares to be listed on the national securities exchange on which the Common Shares are then listed, if the listing of Redemption Shares is then permitted under the rules of such national securities exchange; provided, that, all applicable listing requirements are satisfied.

As used herein, “Registration Statement” and “Prospectus” refer to a registration statement and related prospectus (including any preliminary prospectus) filed pursuant to the Securities Act utilized by the Company to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including, but not limited to, an Issuer Registration Statement and related prospectus (including any preliminary prospectus) and any documents incorporated therein by reference.

2.5 Restrictions on Public Sale by Designated Holders. Each Designated Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of

the Company, directly or indirectly sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Registrable Securities (other than to donees or Affiliates of a Designated Holder who agree to be similarly bound) within seven days prior to and for up to 90 days following the effective date of a registration statement of the Company filed under the Securities Act or the date of an underwriting agreement with respect to an underwritten public offering of the Company’s securities (the “Black-Out Period”); provided, however, that:

(i) all executive officers and directors of the Company then holding Common Shares shall enter into similar agreements;

(ii) the Company shall use commercially reasonable efforts to obtain similar agreements from each 5% or greater equity holders of the Company; and

(iii) the Designated Holders shall be allowed any concession or proportionate release allowed to any officer, director or other 5% or greater equity holders of the Company that entered into similar agreements.

In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 2.5 and to impose stop transfer instructions with respect to the Registrable Securities and such other Common Shares of a Designated Holder (and the Common Shares or securities of every other person subject to the foregoing restriction) until the end of such period.

2.6 Suspension of Offering. Notwithstanding Section 2.4 hereof, if the Board of Directors, in its good faith judgment, determines that any registration should not be made or continued because of a Suspension Event, the Company may postpone the filing of a Registration Statement and, upon the approval of a majority of the Board of Directors, require the Designated Holders not to sell under the Registration Statement or to suspend the effectiveness thereof; provided, however, that the Company may not delay, suspend or withdraw the Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Designated Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until such Designated Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Designated Holder will deliver to the Company all copies of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in the possession of such Designated Holder’s counsel.

SECTION 3 REGISTRATION PROCEDURES

3.1 Qualification. The Company agrees to use commercially reasonable efforts to register or qualify the Registrable Securities by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions

as a Designated Holder may reasonably request in writing, and shall use commercially reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement or during the period offers or sales are being made by the Designated Holders after delivery of a Registration Notice to the Company, whichever is shorter, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Designated Holders to consummate the disposition of the Registrable Securities in each such jurisdiction; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (iii) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject.

3.2 Obligations of the Company. When the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 2 of this Agreement, subject to Section 2.6 hereof (as applicable), the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as practicable:

(a) prepare and file with the Commission such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities covered by such Registration Statement, in each case for such time as is contemplated in Section 2.4 of this Agreement;

(b) furnish, without charge, to each Designated Holder selling Registrable Securities, prior to filing a Registration Statement, such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits, but excluding any documents to be incorporated by reference therein that are publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”)), and the Prospectus included in such Registration Statement in conformity with the requirements of the Securities Act as the Designated Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Designated Holder;

(c) promptly notify the Designated Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(d) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;

(e) use reasonable best efforts to cause all such Registrable Securities to be listed on the national securities exchange on which the Common Shares are then listed, if the listing of Registrable Securities is then permitted under the rules of such national securities exchange; provided, that, all applicable listing requirements are satisfied; and

(f) if requested by a Designated Holder, incorporate in a prospectus supplement or post-effective amendment such information concerning such Designated Holder or the intended method of distribution as such Designated Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided, however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the Commission and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company.

3.3 Obligations of Designated Holders. In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights, each Designated Holder selling Registrable Securities agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Designated Holder selling Registrable Securities agrees that it will (i) respond within ten (10) Business Days to any reasonable written request by the Company to provide or verify information regarding such Designated Holder or such Designated Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related Prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Designated Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus.

SECTION 4 INDEMNIFICATION; CONTRIBUTION

4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Designated Holder and each person, if any, who controls a Designated Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their Affiliates (and any officer, director, general partner or trustee thereof), partners, members, officers, directors, employees or representatives, as follows:

(a) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state, in any Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made;

(b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened,

or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;

provided, however, that the indemnity provided pursuant to this Section 4.1 does not apply to any Designated Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Designated Holder expressly for use in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto or (B) such Designated Holder’s failure to deliver an amended or supplemental prospectus furnished to such Designated Holder by the Company, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act).

4.2 Indemnification by Designated Holder. Each Designated Holder (and each permitted assignee thereof, on a several basis) severally and not jointly agrees to indemnify and hold harmless the Company, and each of its directors or trustees, as applicable, and officers (including each director or trustee, as applicable, and officer of the Company who signed a Registration Statement), any underwriter retained by the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

(a) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state, in any Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made;

(b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Designated Holder; and

(c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;

provided, however, that the indemnity provided pursuant to this Section 4.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Designated Holder expressly for use in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto or (B) such Designated Holder’s failure to deliver an amended or supplemental prospectus furnished to such Designated Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 6.2, such Designated Holder and any permitted assignee shall not be required to indemnify any Person pursuant to this Section 6.2 in excess of the amount of the net proceeds (after deducting the underwriters’ discounts and commissions) to such Designated Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such Designated Holder under the Registration Statement that is the subject of the indemnification claim.

4.3 Conduct of Indemnification Proceedings. An indemnified party hereunder (the “Indemnified Party”) shall give reasonably prompt notice to the indemnifying party (the “Indemnifying Party”) of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Party (i) shall not relieve it from any liability which it may have under the indemnity agreement provided in Section 4.1 or 4.2 above, unless and only to the extent the lack of notice by the Indemnified Party results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided under Section 4.1 or 4.2 above. If the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such action or proceeding at such Indemnifying Party’s own expense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld; provided, however, that the Indemnifying Party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the Indemnified Party unless such settlement, compromise or consent secures the unconditional release of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expense of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel approved by the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not be entitled to assume such defense and the Indemnified Party shall be entitled to separate counsel at the Indemnifying Party’s expense. If the Indemnifying Party is not entitled to assume the defense of such action or proceeding as a result of clause (iii) above, the Indemnifying Party’s counsel shall be entitled to conduct the Indemnifying Party’s defense and counsel for the Indemnified Party shall be entitled to conduct the defense of the Indemnified Party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the Indemnifying Party will pay the reasonable fees and expenses of counsel for the Indemnified Party. In such event, however, the Indemnifying Party will not be liable for any settlement effected without the

written consent of the Indemnifying Party. If an Indemnifying Party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the Indemnifying Party shall not be liable for any fees and expenses of counsel for the Indemnified Party incurred thereafter in connection with such action or proceeding.

4.4 Contribution.

(a) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 4.1 and 4.2 above is for any reason held to be unenforceable by the Indemnified Party although applicable in accordance with its terms, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Indemnified Party and the Indemnifying Party, in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Indemnifying Party on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, or expenses. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

(b) The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 4.4, a Designated Holder shall not be required to contribute any amount in excess of the amount of the net proceeds (after deducting the underwriters’ discounts and commissions) to such Designated Holder from sales of the Registrable Securities of such Designated Holder under the Registration Statement that is the subject of the indemnification claim.

(c) Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4.4, each person, if any, who controls a Designated Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Designated Holder, and each director of the Company, each officer of the Company who signed a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

SECTION 5 EXPENSES

The Company shall pay all expenses incident to the performance by the Company of its registration obligations under Section 2 above, including (i) Commission, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any “comfort” letters or any special audits incident to or required by any registration or qualification), and (v) any liability insurance or other premiums for insurance obtained in connection with any Shelf Registration pursuant to the terms of this Agreement, regardless of whether such Registration

Statement is declared effective. All of the expenses described in the preceding sentence of this Section 5 are referred to herein as “Registration Expenses.” Subject to clause (iv) above, each Designated Holder shall be responsible for the payment of any brokerage and sales commissions, fees and disbursements of such Designated Holder’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Securities by such Designated Holder pursuant to this Agreement.

SECTION 6 RULE 144 COMPLIANCE

The Company covenants that it will use its best efforts to timely file the reports required to be filed by the Company under the Securities Act and the Exchange Act and take such further action as each Designated Holder may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act), so as to enable the Designated Holders to sell the Registrable Securities pursuant to (i) Rule 144 under the Securities Act, or Regulation S under the Securities Act or (ii) any similar rules or regulations hereinafter adopted by the Commission. In connection with any sale, transfer or other disposition by a Designated Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Designated Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as Holder may reasonably request at least five (5) Business Days prior to any sale of Registrable Securities hereunder.

SECTION 7 MISCELLANEOUS

7.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the Common Shares, (ii) any and all shares of voting common stock of the Company into which the Common Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Common Shares and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

7.2 Integration; Amendment. This Agreement constitutes the entire agreement among the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto. Notwithstanding the foregoing, the Company, without the consent of any other party hereto, may amend this Agreement to add any permitted transferee of a Holder as a party to this Agreement as a Designated Holder.

7.3 Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

7.4 Assignment; Successors and Assigns. This Agreement and the rights granted hereunder may not be assigned by any Designated Holder (except to another Designated Holder) without the written consent of the Company. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and permitted assigns, including, without limitation, any successor of the Company by merger, acquisition, reorganization, recapitalization or otherwise.

7.5 Notices. All notices called for under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) if sent by facsimile transmission during business hours on a Business Day, when transmitted and receipt is confirmed, or otherwise on the following Business Day. All notices hereunder shall be delivered to the parties at the addresses set forth opposite their signatures below, or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided in this Section 7.5 for the service of notices; provided, however, that notices of a change of address shall be effective only upon receipt thereof.

7.6 Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

7.7 Governing Law; Consent to Jurisdiction.

(a) This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Maryland (excluding the conflict of law provisions thereof). Each party irrevocably submits to the exclusive jurisdiction of the State and Federal courts in the State of Delaware, and any appellate court from any thereof, in any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each party irrevocably and unconditionally agrees that all claims in respect of any such suit, action or other proceeding may be heard and determined in such Delaware State court or, to the extent permitted by applicable law, in such Federal court. The parties agree that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(b) Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby in any court referred to in the first sentence of paragraph (a) of this Section 7.7. Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby in any court referred to in the first sentence of paragraph (a) of this Section 7.7.

(c) Each party consents, to the fullest extent permitted by applicable law, to service of any process, summons, notice or document in the manner provided for notices in Section 7.5. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

7.8 Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation, directly or indirectly, arising out of or relating to this Agreement or any transaction contemplated hereby or thereby. Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 7.8.

7.9 Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

7.10 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

7.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile signatures

7.12 Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

7.13 No Third Party Beneficiaries. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

Signatures on following page

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on its behalf as of the date first herein above set forth.

	COMPANY:
	QUALITYTECH GP, LLC
	By:
		Name:
		Title:
Address:	HOLDERS:
	Name:
	[See attached counterpart signature pages for each individual Holder]

SCHEDULE I

Holders (Name and Address)	Class A Units
[Name]	[    ]
[Address]
[Name]	[    ]
[Address]
[Name]	[    ]
[Address]

EX-10.17

Exhibit 10.17

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [            ], 2013 by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), QualityTech GP, LLC, a Delaware limited liability company ( “Quality GP”), and GA QTS Interholdco, LLC, a Delaware limited liability company (the “Holder”).

WHEREAS, Quality GP and the Holder previously entered into that certain Registration Rights Agreement dated October 23, 2009 (the “Original Agreement”) in connection with the consummation of an investment by General Atlantic REIT, Inc., a Maryland corporation and subsidiary of the Holder (“GA REIT”), in QualityTech, LP, a Delaware limited partnership of which Quality GP formerly served as general partner (the “Partnership”);

WHEREAS, pursuant to the Original Agreement, Quality GP granted, on behalf of itself and the Company, to the Designated Holders (as defined herein) the Registration Rights (as defined herein) set forth in this Agreement;

WHEREAS, the Company, Quality GP, the Partnership, GA REIT, the Holder and other direct and indirect partners of the Partnership concurrently herewith are engaging in various related transactions pursuant to which, among other things, (i) Quality GP has withdrawn as general partner of the Partnership and the Company has been admitted to the Partnership as general partner, and (ii) the Company is effecting an initial public offering (the “IPO”) of Class A common stock, $0.01 par value per share (the “Common Stock”); and

WHEREAS, in connection with the foregoing, the parties hereto now desire to amend and restate the Original Agreement in its entirety by the execution of this Agreement, which shall supersede and replace the Original Agreement, in order to evidence the joinder of the Company as a party hereto and the grant to the Designated Holders (as defined herein) of the Registration Rights (as defined herein) set forth in this Agreement.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby agree as follows:

SECTION 1 DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” mean this Amended and Restated Registration Rights Agreement, as the same may be amended, supplemented or modified in accordance with the terms hereof.

“Black-Out Period” has the meaning set forth in Section 3.1(d).

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Overland Park, Kansas or New York City are authorized or required by law to close.

“Closing Price” means, with respect to the Registrable Securities, as of the date of determination, (a) if the Registrable Securities are listed on a national securities exchange, the closing price per share of a Registrable Security on such date quoted on Bloomberg or a similar platform or, if no such closing price on such date is quoted on Bloomberg or a similar platform, the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable Securities are not then listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by The Nasdaq Stock Market or such other system then in use; or (c) if on any such date the Registrable Securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Registrable Securities selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Designated Holders for whom such determination is being made, by a nationally recognized investment banking firm selected by the Company and such Designated Holder, the expenses for which shall be borne equally by the Company and such Designated Holder. If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 P.M. New York City time.

“Commission” means the Securities and Exchange Commission or any successor agency then having jurisdiction to enforce the Securities Act.

“Common Shares” means the shares of the Company’s Common Stock.

“Common Stock” has the meaning set forth in the recitals to this Agreement.

“Common Share Equivalents” means any security or obligation which is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for Common Shares, including, without limitation, the Units and any option, warrant or other subscription or purchase right with respect to Common Shares or any Common Share Equivalent.

“Company” has the meaning set forth in the preamble to this Agreement.

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“Company Underwriter” has the meaning set forth in Section 3.3(b).

“Demand Registration” has the meaning set forth in Section 3.1(a).

“Designated Holder” means the Holder, any Subsequent General Atlantic Holder and any permitted transferee thereof to whom Registrable Securities are transferred in accordance with Section 9.5 of this Agreement.

“Disclosure Package” means, with respect to any offering of securities, (a) the Prospectus, (b) each Free Writing Prospectus and (c) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 under the Securities Act.

“GA LLC” means General Atlantic LLC, a Delaware limited liability company, and any successor to such entity.

“GA REIT” has the meaning set forth in the recitals to this Agreement.

“Holder” has the meaning set forth in the recitals to this Agreement.

“Holders’ Counsel” has the meaning set forth in Section 5.2(a).

“Incidental Registration” has the meaning set forth in Section 4.1.

“Indemnified Party” has the meaning set forth in Section 6.3.

“Indemnifying Party” has the meaning set forth in Section 6.3.

“Initiating Holders” has the meaning set forth in Section 3.1(a).

“Inspector” has the meaning set forth in Section 5.2(j).

“IPO” has the meaning set forth in the recitals to this Agreement.

“IPO Closing Date” means the date upon which the Company closes the IPO.

“Market Price” means, on any date of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding 30 days on which the national securities exchanges are open for trading.

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“New Registration Statement” has the meaning set forth in Section 3.1(a).

“Partnership Agreement” means that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as may be amended from time to time.

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Prospectus” has the meaning set forth in Section 3.1(a).

“Records” has the meaning set forth in Section 5.2(j).

“Registrable Securities” means each of the following: (a) any and all Common Shares issued to or owned by any Designated Holder, (b) any Common Shares issued or issuable to any of the Designated Holders with respect to the Registrable Securities by way of share dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any Common Shares or voting common stock issuable upon conversion, exercise or exchange thereof, and (c) any Common Shares issued or issuable to any of the Designated Holders upon redemption of Units pursuant to Section 8.6 of the Partnership Agreement.

“Registration Expenses” has the meaning set forth in Section 7.

“Registration Notice” has the meaning set forth in Section 3.1(a).

“Registration Statement” has the meaning set forth in Section 3.1(a).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Shelf Registration Statement” has the meaning set forth in Section 3.1(a).

“Subsequent General Atlantic Holder” means any Affiliate of GA LLC that, after the date hereof, acquires any Registrable Securities.

“Suspension Event” has the meaning set forth in Section 3.2.

“Unit” means a Class A unit of limited partnership interest in the Partnership.

SECTION 2 REGISTRATION RIGHTS

2.1 Grant of Rights. The Company hereby agrees that each Designated Holder shall be entitled to offer its Registrable Securities for sale pursuant to a Registration Statement, subject to the terms and conditions set forth in Section 3 and Section 4 hereof (the “Registration Rights”).

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2.2 Registrable Securities. For the purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when (a) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (b) (i) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (ii) such Designated Holder owning such Registrable Securities owns less than 1% of the outstanding Common Shares on a fully diluted basis, or (c) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the Registration Rights granted by this Agreement.

2.3 Holders of Registrable Securities. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities whether or not such acquisition or conversion has actually been effected; provided that the Company’s registration obligations under this Agreement shall be with respect to the registration of Registrable Securities and not with respect to the registration of any option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement.

SECTION 3 DEMAND REGISTRATION RIGHTS

3.1 (a) Demand Registration. Subject to Sections 3.1(d) and 3.2 hereof, at any time after the date that is 180 days after the IPO Closing Date, if one or more Designated Holders (the “Initiating Holders”) desire to exercise their Registration Rights with respect to the Registrable Securities, such Initiating Holders may deliver to the Company a written notice (a “Registration Notice”) informing the Company of their desire to have the Registrable Securities registered for sale and specifying the number of Registrable Securities to be registered by the Company (a “Demand Registration”). Upon receipt of the Registration Notice, if the Company is not able to cause the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a) with respect to the Registrable Securities, and, for the avoidance of doubt, such registration shall not be deemed a Demand Registration), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than thirty (30) days following receipt of such notice, a new registration statement and related prospectus (the “New Registration Statement”) that complies as to form in all material respects with applicable Commission rules

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providing for the sale by the Designated Holders of the Registrable Securities, and agrees (subject to Section 3.2 hereof) to use reasonable best efforts to cause the New Registration Statement and Related Prospectus to be declared and remain effective by the Commission as soon as practicable. (As used herein, “Registration Statement” and “Prospectus” refer to a registration statement and related prospectus (including any preliminary prospectus) filed pursuant to the Securities Act utilized by the Company to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including, but not limited to, a Shelf Registration Statement and related prospectus (including any preliminary prospectus) or a New Registration Statement and related prospectus (including any preliminary prospectus), including, in each case, any documents incorporated therein by reference).

Subject to Section 3.2 hereof, the Company agrees to use commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of the Registration Statement, (ii) the date on which all of the Registrable Securities registered in the Demand Registration are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which all of the Registrable Securities registered in the Demand Registration are sold.

Notwithstanding the foregoing, the Company may at any time prior to receiving a Registration Notice from a Designated Holder, but subject to the prior consent of the Designated Holders, include all of the Designated Holders’ Registrable Securities or any portion thereof in any Registration Statement (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), including by virtue of adding such Registrable Securities as additional securities to an existing Shelf Registration Statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission); provided, that such registration shall not constitute a Demand Registration.

(b) Offers and Sales. All offers and sales of Registrable Securities by a Designated Holder under the Registration Statement shall be completed within the period during which such Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission. Upon notice that such Registration Statement is no longer effective no Designated Holder shall offer or sell the Registrable Securities covered by such Registration Statement. If directed in writing by the Company, each Designated Holder shall return all undistributed copies of the Prospectus in the Designated Holder’s possession upon the expiration of such period. Notwithstanding the foregoing, a registration shall not constitute a Demand Registration

(1) until it has become effective and has been continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) 120 days; and

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(2) if (x) after such Demand Registration has become effective but prior to expiration of the time period set forth in clause (1) of this paragraph (b), such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.

(c) Limitations on Demand Registrations. The Designated Holders shall be entitled collectively to four (4) Demand Registrations, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the proposed date of filing of the Registration Statement with respect to such Registrable Securities) of $5,000,000 (or, all of the Registrable Securities held by the Designated Holders, if less than $5,000,000); provided that there shall not be more than two (2) Demand Registrations in any twelve (12) month period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration.

(d) Restrictions on Public Sale by Designated Holders. Each Designated Holder, if such Designated Holder owns 5% or more of the outstanding Common Shares, hereby agrees that it shall not, to the extent requested by the Company Underwriter, in the case of an underwritten public offering, directly or indirectly sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Registrable Securities (other than to donees or Affiliates of a Designated Holder who agree to be similarly bound) within seven days prior to and for up to (x) 180 days, in the event of the IPO (or such other period as may be requested by the Company or the Company Underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) or (y) 90 days, in the event of any subsequent offering, following the effective date of a registration statement of the Company filed under the Securities Act or the date of an underwriting agreement with respect to an underwritten public offering of the Company’s securities (the “Black-Out Period”); provided, however, that:

(i) all executive officers and trustees of the Company then holding Common Shares shall enter into similar agreements;

(ii) the Company shall use commercially reasonable efforts to obtain similar agreements from each 5% or greater equity holders of the Company; and

(iii) the Designated Holders shall be allowed any concession or proportionate release allowed to any officer, director or other 5% or greater equity holders of the Company that entered into similar agreements.

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In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 3.1(d) and to impose stop transfer instructions with respect to the Registrable Securities and such other Common Shares of a Designated Holder (and the Common Shares or securities of every other person subject to the foregoing restriction) until the end of such period.

3.2 Suspension of Offering. Notwithstanding Section 3.1(a) and Section 3.1(c) hereof, if the Board of Directors, in its good faith judgment, determines that any registration should not be made or continued because the negotiation or consummation of a material transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the Board of Directors’ reasonable determination, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Suspension Event”), the Company may (x) postpone the filing of a Registration Statement, and (y) in the case of a Registration Statement that has been filed relating to a Demand Registration, upon the approval of a majority of the Board of Directors, require the Designated Holders not to sell under the Registration Statement or to suspend the effectiveness thereof; provided, however, that the Company may not delay, suspend or withdraw the Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Designated Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until such Designated Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Designated Holder will deliver to the Company all copies of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in the possession of such Designated Holder’s counsel.

3.3 (a) Underwriting Procedures. If the Initiating Holders so elect, the Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Company Underwriter selected in accordance with Section 3.3(b). If the Company Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such

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Demand Registration only the aggregate amount of Registrable Securities that the Company Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration pro rata based on the number of Registrable Securities owned by each Designated Holder.

(b) Selection of Underwriters. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Company shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the “Company Underwriter”); provided, however, that the Company Underwriter shall also be reasonably acceptable to the Initiating Holders.

SECTION 4 INCIDENTAL OR “PIGGY-BACK” REGISTRATION.

4.1 Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any holder of Common Shares (including other Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least ten (10) Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an “Incidental Registration”). The Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such Designated Holders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in good faith that marketing factors require a limitation in the Incidental Registration of the number of shares to be included in such Incidental Registration, then the Incidental Registration shall cover, first, all of the securities to be offered for the account of the Company; and second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder.

SECTION 5 REGISTRATION PROCEDURES.

5.1 Qualification. The Company agrees to use commercially reasonable efforts to register or qualify the Registrable Securities by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions as a Designated Holder may reasonably request in writing, and

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shall use commercially reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement or during the period offers or sales are being made by the Designated Holders after delivery of a Registration Notice to the Company, whichever is shorter, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Designated Holders to consummate the disposition of the Registrable Securities in each such jurisdiction; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (iii) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject.

5.2 Obligations of the Company. When the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 3 or Section 4 of this Agreement, subject to Section 3.2 hereof (as applicable), the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as practicable:

(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which complies as to form in all material respects with applicable Commission rules providing for the sale by the Designated Holders of the Registrable Securities to be filed with the Commission; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall provide counsel selected by the Designated Holder holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the Commission, to the extent such documents are under the Company’s control;

(b) prepare and file with the Commission such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities covered by such Registration Statement, in each case for such time as is contemplated in Section 3.1 or Section 4.1 of this Agreement;

(c) furnish, without charge, to each Designated Holder selling Registrable Securities, prior to filing a Registration Statement, such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits, but excluding any documents to be incorporated be reference therein that are publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”)), and the Prospectus included in such Registration Statement in

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conformity with the requirements of the Securities Act as the Designated Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Designated Holder;

(d) promptly notify the Designated Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(e) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;

(f) following receipt of a Registration Notice and thereafter until the sooner of completion, abandonment or termination of the offering or sale contemplated thereby and the expiration of the period during which the Company is required to maintain the effectiveness of the related Registration Statement as set forth in Section 3 or Section 4, as the case may be, promptly notify the Designated Holders: (i) of the existence of any fact of which the Company is aware or the happening of any event which has resulted in (A) the Registration Statement, as then in effect, containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to any event described in either of the clauses (i) or (ii) of this Section 5.2(f), at the request of a Designated Holder, the Company shall promptly prepare and, to the extent the exemption from the prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Designated Holder a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus shall not include an

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untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(g) use reasonable best efforts to cause all such Registrable Securities to be listed on the national securities exchange on which the Common Shares are then listed, if the listing of Registrable Securities is then permitted under the rules of such national securities exchange; provided, that, all applicable listing requirements are satisfied;

(h) if requested by a Designated Holder, incorporate in a prospectus supplement or post-effective amendment such information concerning such Designated Holder or the intended method of distribution as such Designated Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided, however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the Commission and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company;

(i) if such sale is pursuant to an underwritten offering, enter into and perform customary agreements (including an underwriting agreement in customary form with the Company Underwriter, if any, selected as provided in Section 3) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Company Underwriter;

(j) if such sale is pursuant to an underwritten offering, make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in

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the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;

(k) if such sale is pursuant to an underwritten offering, obtain “comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing underwriter reasonably requests;

(l) if such sale is pursuant to an underwritten offering, furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters may reasonably request and are customarily included in such opinions;

(m) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(n) keep Holders’ Counsel reasonably advised as to the initiation and progress of any registration under Section 3 or Section 4 hereunder;

(o) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and

(p) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

5.3 Obligations of Designated Holders. In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to Section 3 or Section 4, each Designated Holder selling Registrable Securities agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Designated Holder selling Registrable Securities agrees that it will (i) respond within ten (10) Business Days to any reasonable written request by the Company to provide or verify information regarding

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such Designated Holder or such Designated Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related Prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Designated Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus.

SECTION 6 INDEMNIFICATION; CONTRIBUTION

6.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Designated Holder and each person, if any, who controls a Designated Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their Affiliates (and any officer, director, general partner or trustee thereof), partners, members, officers, directors, employees or representatives, as follows:

(a) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state, in any Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made;

(b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;

provided, however, that the indemnity provided pursuant to this Section 6.1 does not apply to any Designated Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Designated Holder expressly for use in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto or

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(B) such Designated Holder’s failure to deliver an amended or supplemental prospectus furnished to such Designated Holder by the Company, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act).

6.2 Indemnification by Designated Holder. Each Designated Holder (and each permitted assignee thereof, on a several basis) severally and not jointly agrees to indemnify and hold harmless the Company, and each of its directors or trustees, as applicable, and officers (including each director or trustee, as applicable, and officer of the Company who signed a Registration Statement), any underwriter retained by the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

(a) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state, in any Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made;

(b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Designated Holder; and

(c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;

provided, however, that the indemnity provided pursuant to this Section 6.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Designated Holder expressly for use in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto or (B) such Designated Holder’s failure to deliver an amended or supplemental prospectus furnished to such Designated Holder by the

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Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 6.2, such Designated Holder and any permitted assignee shall not be required to indemnify any Person pursuant to this Section 6.2 in excess of the amount of the net proceeds (after deducting the underwriters’ discounts and commissions) to such Designated Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such Designated Holder under the Registration Statement that is the subject of the indemnification claim.

6.3 Conduct of Indemnification Proceedings. An indemnified party hereunder (the “Indemnified Party”) shall give reasonably prompt notice to the indemnifying party (the “Indemnifying Party”) of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Party (i) shall not relieve it from any liability which it may have under the indemnity agreement provided in Section 6.1 or 6.2 above, unless and only to the extent the lack of notice by the Indemnified Party results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided under Section 6.1 or 6.2 above. If the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such action or proceeding at such Indemnifying Party’s own expense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld; provided, however, that the Indemnifying Party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the Indemnified Party unless such settlement, compromise or consent secures the unconditional release of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expense of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel approved by the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not be entitled to assume such defense and the Indemnified Party shall be entitled to separate counsel at the Indemnifying Party’s expense. If the Indemnifying Party is not entitled to assume the defense of such action or proceeding as a result of clause (iii) above, the Indemnifying Party’s counsel shall be entitled to conduct the Indemnifying Party’s defense and counsel for the Indemnified Party shall be entitled to conduct the defense of the Indemnified Party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the Indemnifying Party will pay the reasonable fees and expenses of counsel for the Indemnified Party. In such event, however, the Indemnifying Party will not be liable for any settlement

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effected without the written consent of the Indemnifying Party. If an Indemnifying Party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the Indemnifying Party shall not be liable for any fees and expenses of counsel for the Indemnified Party incurred thereafter in connection with such action or proceeding.

6.4 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 6.1 and 6.2 above is for any reason held to be unenforceable by the Indemnified Party although applicable in accordance with its terms, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Indemnified Party and the Indemnifying Party, in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Indemnifying Party on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, or expenses. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6.4, a Designated Holder shall not be required to contribute any amount in excess of the amount of the net proceeds (after deducting the underwriters’ discounts and commissions) to such Designated Holder from sales of the Registrable Securities of such Designated Holder under the Registration Statement that is the subject of the indemnification claim.

Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6.4, each person, if any, who controls a Designated Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Designated Holder, and each director of the Company, each officer of the Company who signed a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

SECTION 7 EXPENSES

The Company shall pay all expenses incident to the performance by the Company of its registration obligations under Section 3 and Section 4 above, including (i) Commission, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky”

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qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any “comfort” letters or any special audits incident to or required by any registration or qualification) and all reasonable legal fees, charges and expenses incurred, in the case of a Demand Registration, by the Initiating Holders, and (v) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration, Incidental Registration or Shelf Registration pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective. All of the expenses described in the preceding sentence of this Section 7 are referred to herein as “Registration Expenses.” Subject to clause (iv) above, each Designated Holder shall be responsible for the payment of any brokerage and sales commissions, fees and disbursements of such Designated Holder’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Securities by such Designated Holder pursuant to this Agreement.

SECTION 8 RULE 144 COMPLIANCE

The Company covenants that it will use its best efforts to timely file the reports required to be filed by the Company under the Securities Act and the Exchange Act and take such further action as each Designated Holder may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act), so as to enable the Designated Holders to sell the Registrable Securities pursuant to (i) Rule 144 under the Securities Act, or Regulation S under the Securities Act or (ii) any similar rules or regulations hereinafter adopted by the Commission. In connection with any sale, transfer or other disposition by a Designated Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Designated Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as Holder may reasonably request at least five (5) Business Days prior to any sale of Registrable Securities hereunder.

SECTION 9 MISCELLANEOUS

9.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the Common Shares, (ii) any and all shares of voting common stock of the Company into which the Common Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Common Shares and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

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9.2 No Inconsistent Agreements. The Company represents and warrants that it has not granted to any Person the right to request or require the Company to register any securities issued by the Company, other than the rights granted to the Designated Holders herein, registration rights granted to Chad L. Williams and entities through which Chad L. Williams holds Common Shares and registration rights granted to the limited partners of the Partnership, in form and substance identical to the rights granted herein. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Designated Holders in this Agreement or grant any additional registration rights to any Person or with respect to any securities which are not Registrable Securities which are prior in right to or inconsistent with the rights granted in this Agreement.

9.3 Integration; Amendment. This Agreement constitutes the entire agreement among the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto. Notwithstanding the foregoing, the Company, without the consent of any other party hereto, may amend this Agreement to add any Subsequent General Atlantic Holder as a party to this Agreement as a Designated Holder.

9.4 Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

9.5 Assignment; Successors and Assigns. This Agreement and the rights granted hereunder may not be assigned by any Designated Holder (except to another Designated Holder) without the written consent of the Company; provided, however, that a Designated Holder may assign its rights and obligations hereunder, without such consent, (i) to an Affiliate of such Designated Holder or to any permitted transferee of such Designated Holder pursuant to the Partnership Agreement, and (ii) with respect to Incidental Registration rights, to any transferee of Registrable Securities or Units, if such transferee agrees in writing to be bound by all of the provisions hereof and the Designated Holder provides written notice of the assignment to the Company not more than ten (10) days after such assignment. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and permitted assigns, including, without limitation, any successor of the Company by merger, acquisition, reorganization, recapitalization or otherwise.

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9.6 Notices. All notices called for under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) if sent by facsimile transmission during business hours on a Business Day, when transmitted and receipt is confirmed, or otherwise on the following Business Day. All notices hereunder shall be delivered to the parties at the addresses set forth opposite their signatures below, or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided in this Section 9.6 for the service of notices; provided, however, that notices of a change of address shall be effective only upon receipt thereof.

9.7 Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

9.8 Governing Law; Consent to Jurisdiction. (a) This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the conflict of law provisions thereof). Each party irrevocably submits to the exclusive jurisdiction of the Federal and State courts of the State of Delaware, and any appellate court from any thereof, in any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each party irrevocably and unconditionally agrees that all claims in respect of any such suit, action or other proceeding may be heard and determined in such Delaware State court or, to the extent permitted by applicable law, in such Federal court. The parties agree that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(b) Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby in any court referred to in the first sentence of paragraph (a) of this Section 9.8. Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby in any court referred to in the first sentence of paragraph (a) of this Section 9.8.

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(c) Each party consents, to the fullest extent permitted by applicable law, to service of any process, summons, notice or document in the manner provided for notices in Section 9.6. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

9.9 Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation, directly or indirectly, arising out of or relating to this Agreement or any transaction contemplated hereby or thereby. Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.9.

9.10 Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

9.11 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

9.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile signatures

9.13 Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

9.14 No Third Party Beneficiaries. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

Signatures on following page

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on its behalf as of the date first herein above set forth.

*	Address:	*		COMPANY:
*	12851 Foster Street, Suite 205	*		QTS REALTY TRUST, INC.
	Overland Park, Kansas 66213
	Attn: Shirley E. Goza, General Counsel	*
	Facsimile: (913) 814-7766
		*	By:
				Name:
				Title:
*		*		QUALITY GP:
*	c/o QTS Realty Trust, Inc.	*		QUALITYTECH GP, LLC
	12851 Foster Street, Suite 205
	Overland Park, Kansas 66213	*
	Attn: Shirley E. Goza, General Counsel
	Facsimile: (913) 814-7766	*	By:
				Name:
				Title:
*		*
*	Address:	*		HOLDER:
*	c/o General Atlantic Service Company, LLC	*		GA QTS INTERHOLDCO, LLC
	55 East 52nd Street, 32nd Floor
	New York, NY 10055	*
	Telecopy: (212) 759-5708
	Attention: David A. Rosenstein, Esq.	*	By:
	Email: drosenstein@generalatlantic.com			Name:
				Title:
*		*
*		*

[Signature Page to Registration Rights Agreement]

EX-10.18

Exhibit 10.18

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [        ], 2013 by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), QualityTech GP, LLC, a Delaware limited liability company ( “Quality GP”), and the Persons listed on Schedule A hereto (collectively, the “Holders,” and each individually, a “Holder”).

WHEREAS, Quality GP and the Holders previously entered into that certain Registration Rights Agreement dated October 23, 2009 (the “Original Agreement”) in connection with the consummation of an investment by General Atlantic REIT, Inc., a Maryland corporation (“GA REIT”), in QualityTech, LP, a Delaware limited partnership of which Quality GP formerly served as general partner (the “Partnership”);

WHEREAS, pursuant to the Original Agreement, Quality GP granted, on behalf of itself and the Company, to the Designated Holders (as defined herein) the Registration Rights (as defined herein) set forth in this Agreement;

WHEREAS, the Company, Quality GP, the Partnership, GA REIT the Holders and other direct and indirect partners of the Partnership concurrently herewith are engaging in various related transactions pursuant to which, among other things, (i) Quality GP has withdrawn as general partner of the Partnership and the Company has been admitted to the Partnership as general partner, and (ii) the Company is effecting an initial public offering (the “IPO”) of Class A common stock, $0.01 par value per share (the “Common Stock”); and

WHEREAS, in connection with the foregoing, the parties hereto now desire to amend and restate the Original Agreement in its entirety by the execution of this Agreement, which shall supersede and replace the Original Agreement, in order to evidence the joinder of the Company and certain of the Holders as parties hereto and the grant to the Designated Holders (as defined herein) of the Registration Rights (as defined herein) set forth in this Agreement.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby agree as follows:

SECTION 1 DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” mean this Amended and Restated Registration Rights Agreement, as the same may be amended, supplemented or modified in accordance with the terms hereof.

“Black-Out Period” has the meaning set forth in Section 3.1(d).

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Overland Park, Kansas or New York City are authorized or required by law to close.

“Closing Price” means, with respect to the Registrable Securities, as of the date of determination, (a) if the Registrable Securities are listed on a national securities exchange, the closing price per share of a Registrable Security on such date quoted on Bloomberg or a similar platform or, if no such closing price on such date is quoted on Bloomberg or a similar platform, the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable Securities are not then listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by The Nasdaq Stock Market or such other system then in use; or (c) if on any such date the Registrable Securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Registrable Securities selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Designated Holders for whom such determination is being made, by a nationally recognized investment banking firm selected by the Company and such Designated Holder, the expenses for which shall be borne equally by the Company and such Designated Holder. If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 P.M. New York City time.

“Commission” means the Securities and Exchange Commission or any successor agency then having jurisdiction to enforce the Securities Act.

“Common Shares” means the shares of the Company’s Common Stock.

“Common Stock” has the meaning set forth in the recitals to this Agreement.

“Common Share Equivalents” means any security or obligation which is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for Common Shares, including, without limitation, the Units and any option, warrant or other subscription or purchase right with respect to Common Shares or any Common Share Equivalent.

“Company” has the meaning set forth in the preamble to this Agreement.

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“Company Underwriter” has the meaning set forth in Section 3.3(b).

“Conversion Shares” means the Common Shares issued to a Holder upon conversion from time to time of any shares of the Company’s Class B common stock, $.01 par value per share, owned by such Holder.

“Demand Registration” has the meaning set forth in Section 3.1(a).

“Designated Holder” means each Holder, any Affiliate thereof that, after the date hereof, acquires any Registrable Securities, and any permitted transferee thereof to whom Registrable Securities are transferred in accordance with Section 9.5 of this Agreement.

“Disclosure Package” means, with respect to any offering of securities, (a) the Prospectus, (b) each Free Writing Prospectus and (c) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 under the Securities Act.

“GA REIT” has the meaning set forth in the recitals to this Agreement.

“Holder” has the meaning set forth in the recitals to this Agreement.

“Holders’ Counsel” has the meaning set forth in Section 5.2(a).

“Incidental Registration” has the meaning set forth in Section 4.1.

“Indemnified Party” has the meaning set forth in Section 6.3.

“Indemnifying Party” has the meaning set forth in Section 6.3.

“Initiating Holders” has the meaning set forth in Section 3.1(a).

“Inspector” has the meaning set forth in Section 5.2(j).

“IPO” has the meaning set forth in the recitals to this Agreement.

“IPO Closing Date” means the date upon which the Company closes the IPO.

“Issuer Registration Statement” has the meaning set forth in Section 2.4.

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“Market Price” means, on any date of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding 30 days on which the national securities exchanges are open for trading.

“New Registration Statement” has the meaning set forth in Section 3.1(a).

“Partnership” has the meaning set forth in the recitals to this Agreement.

“Partnership Agreement” means that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as may be amended from time to time.

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Prospectus” has the meaning set forth in Section 3.1(a).

“Records” has the meaning set forth in Section 5.2(j).

“Redemption Shares” means the Common Shares issued to a Holder upon redemption from time to time, pursuant to the terms of the Partnership Agreement, of any Units owned by such Holder.

“Registrable Securities” means each of the following: (a) any and all Common Shares issued to or owned by any Designated Holder, (b) any Common Shares issued or issuable to any of the Designated Holders with respect to the Registrable Securities by way of share dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any Common Shares or voting common stock issuable upon conversion, exercise or exchange thereof, (c) any and all Conversion Shares, and (d) any Redemption Shares that have not been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, provided that if Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within 90 days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holders no longer own any Redemption Shares, such Redemption Shares shall be “Registrable Securities.”

“Registration Expenses” has the meaning set forth in Section 7.

“Registration Notice” has the meaning set forth in Section 3.1(a).

“Registration Statement” has the meaning set forth in Section 3.1(a).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Shelf Registration Statement” has the meaning set forth in Section 3.1(a).

“Suspension Event” has the meaning set forth in Section 2.4.

“Unit” means a Class A unit of limited partnership interest in the Partnership.

SECTION 2 REGISTRATION RIGHTS; ISSUER REGISTRATION STATEMENT

2.1 Grant of Rights. The Company hereby agrees that each Designated Holder shall be entitled to offer its Registrable Securities for sale pursuant to a Registration Statement, subject to the terms and conditions set forth in Section 3 and Section 4 hereof (the “Registration Rights”).

2.2 Registrable Securities. For the purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when (a) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (b) (i) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (ii) such Designated Holder owning such Registrable Securities owns less than 1% of the outstanding Common Shares on a fully diluted basis, or (c) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the Registration Rights granted by this Agreement.

2.3 Holders of Registrable Securities. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities whether or not such acquisition or conversion has actually been effected; provided that the Company’s registration obligations under this Agreement shall be with respect to the registration of Registrable Securities and not with respect to the registration of any option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion of another security shall be deemed outstanding for the purposes of this Agreement.

2.4 Issuer Registration Statement. The Company shall use commercially reasonable efforts, during the period beginning 15 days prior to the date the Holders are first permitted to redeem their Units pursuant to the Partnership Agreement and ending 15 days thereafter, to cause to be filed with the Commission a registration statement (an “Issuer Registration Statement”) that complies as to form in all material respects with applicable Commission rules providing for the registration of the Redemption Shares and the Conversion Shares, and agrees to use reasonable best efforts to cause the Issuer Registration Statement and

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related prospectus to be declared and remain effective by the Commission as soon as practicable; provided if the Company, in its good faith judgment, determines that any registration should not be made or continued because the negotiation or consummation of a material transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Issuer Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the Company’s reasonable determination, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Suspension Event”), the Company may postpone the filing of an Issuer Registration Statement or suspend the effectiveness thereof. The Company agrees to use commercially reasonable efforts to keep the Issuer Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until such time as the Holders no longer own any Redemption Shares or Conversion Shares. When the Redemption Shares or Conversion Shares are issued to the Holders pursuant to an Issuer Registration Statement, subject to the foregoing provisos, the Company shall:

(a) promptly notify the Holders: (i) when the Issuer Registration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Issuer Registration Statement has been filed, and, with respect to the Issuer Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Issuer Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Redemption Shares or Conversion Shares for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(b) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Issuer Registration Statement, and, if any such order suspending the effectiveness of the Issuer Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment; and

(c) use reasonable best efforts to cause all such Redemption Shares and Conversion Shares to be listed on the national securities exchange on which the Common Shares are then listed, if the listing of such Redemption Shares or Conversion Shares is then permitted under the rules of such national securities exchange; provided, that, all applicable listing requirements are satisfied.

SECTION 3 DEMAND REGISTRATION RIGHTS

3.1 (a) Demand Registration. Subject to Sections 3.1(d) and 3.2 hereof, at any time after the date that is 180 days after the IPO Closing Date, if one or more Designated Holders (the “Initiating Holders”) desire to exercise their Registration Rights with respect to the Registrable Securities, such Initiating Holders may deliver to the Company a written notice (a

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“Registration Notice”) informing the Company of their desire to have the Registrable Securities registered for sale and specifying the number of Registrable Securities to be registered by the Company (a “Demand Registration”). Upon receipt of the Registration Notice, if the Company is not able to cause the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a) with respect to the Registrable Securities, and, for the avoidance of doubt, such registration shall not be deemed a Demand Registration), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than thirty (30) days following receipt of such notice, a new registration statement and related prospectus (the “New Registration Statement”) that complies as to form in all material respects with applicable Commission rules providing for the sale by the Designated Holders of the Registrable Securities, and agrees (subject to Section 3.2 hereof) to use reasonable best efforts to cause the New Registration Statement and related Prospectus to be declared and remain effective by the Commission as soon as practicable. (As used herein, “Registration Statement” and “Prospectus” refer to a registration statement and related prospectus (including any preliminary prospectus) filed pursuant to the Securities Act utilized by the Company to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including, but not limited to, an Issuer Registration Statement and related prospectus (including any preliminary prospectus), a Shelf Registration Statement and related prospectus (including any preliminary prospectus) or a New Registration Statement and related prospectus (including any preliminary prospectus), including, in each case, any documents incorporated therein by reference).

Subject to Section 3.2 hereof, the Company agrees to use commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of the Registration Statement, (ii) the date on which all of the Registrable Securities registered in the Demand Registration are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which all of the Registrable Securities registered in the Demand Registration are sold.

Notwithstanding the foregoing, the Company may at any time prior to receiving a Registration Notice from a Designated Holder, but subject to the prior consent of the Designated Holders, include all of the Designated Holders’ Registrable Securities or any portion thereof in any Registration Statement (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), including by virtue of adding such Registrable Securities as additional securities to an existing Shelf Registration Statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission); provided, that such registration shall not constitute a Demand Registration.

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(b) Offers and Sales. All offers and sales of Registrable Securities by a Designated Holder under the Registration Statement shall be completed within the period during which such Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission. Upon notice that such Registration Statement is no longer effective no Designated Holder shall offer or sell the Registrable Securities covered by such Registration Statement. If directed in writing by the Company, each Designated Holder shall return all undistributed copies of the Prospectus in the Designated Holder’s possession upon the expiration of such period. Notwithstanding the foregoing, a registration shall not constitute a Demand Registration

(1) until it has become effective and has been continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) 120 days; and

(2) if (x) after such Demand Registration has become effective but prior to expiration of the time period set forth in clause (1) of this paragraph (b), such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.

(c) Limitations on Demand Registrations. The Designated Holders shall be entitled collectively to four (4) Demand Registrations, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the proposed date of filing of the Registration Statement with respect to such Registrable Securities) of $5,000,000 (or, all of the Registrable Securities held by the Designated Holders, if less than $5,000,000); provided that there shall not be more than two (2) Demand Registrations in any twelve (12) month period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration.

(d) Restrictions on Public Sale by Designated Holders. Each Designated Holder, if such Designated Holder owns 5% or more of the outstanding Common Shares, hereby agrees that it shall not, to the extent requested by the Company Underwriter, in the case of an underwritten public offering, directly or indirectly sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Registrable Securities (other than to donees or Affiliates of a Designated Holder who agree to be similarly bound) within seven days prior to and for up to (x) 180 days, in the event of the IPO (or such other period as may be requested by the Company or the Company Underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in

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FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) or (y) 90 days, in the event of any subsequent offering, following the effective date of a registration statement of the Company filed under the Securities Act or the date of an underwriting agreement with respect to an underwritten public offering of the Company’s securities (the “Black-Out Period”); provided, however, that:

(i) all executive officers and trustees of the Company then holding Common Shares shall enter into similar agreements;

(ii) the Company shall use commercially reasonable efforts to obtain similar agreements from each 5% or greater equity holders of the Company; and

(iii) the Designated Holders shall be allowed any concession or proportionate release allowed to any officer, director or other 5% or greater equity holders of the Company that entered into similar agreements.

In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 3.1(d) and to impose stop transfer instructions with respect to the Registrable Securities and such other Common Shares of a Designated Holder (and the Common Shares or securities of every other person subject to the foregoing restriction) until the end of such period.

3.2 Suspension of Offering. Notwithstanding Section 3.1(a) and Section 3.1(c) hereof, if the Board of Directors, in its good faith judgment, determines that any registration should not be made or continued because of a Suspension Event, the Company may (x) postpone the filing of a Registration Statement, and (y) in the case of a Registration Statement that has been filed relating to a Demand Registration, upon the approval of a majority of the Board of Directors, require the Designated Holders not to sell under the Registration Statement or to suspend the effectiveness thereof; provided, however, that the Company may not delay, suspend or withdraw the Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Designated Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until such Designated Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Designated Holder will deliver to the Company all copies of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in the possession of such Designated Holder’s counsel.

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3.3 (a) Underwriting Procedures. If the Initiating Holders so elect, the Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Company Underwriter selected in accordance with Section 3.3(b). If the Company Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such Demand Registration only the aggregate amount of Registrable Securities that the Company Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration pro rata based on the number of Registrable Securities owned by each Designated Holder.

(b) Selection of Underwriters. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Company shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the “Company Underwriter”); provided, however, that the Company Underwriter shall also be reasonably acceptable to the Initiating Holders.

SECTION 4 INCIDENTAL OR “PIGGY-BACK” REGISTRATION.

4.1 Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any holder of Common Shares (including other Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least ten (10) Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an “Incidental Registration”). The Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such Designated Holders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in good faith that marketing factors require a limitation in the Incidental Registration of the number of shares to be included in such Incidental Registration, then the Incidental Registration shall cover, first, all of the securities to be offered for the account of the Company;

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and second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder.

SECTION 5 REGISTRATION PROCEDURES.

5.1 Qualification. The Company agrees to use commercially reasonable efforts to register or qualify the Registrable Securities by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions as a Designated Holder may reasonably request in writing, and shall use commercially reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement or during the period offers or sales are being made by the Designated Holders after delivery of a Registration Notice to the Company, whichever is shorter, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Designated Holders to consummate the disposition of the Registrable Securities in each such jurisdiction; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (iii) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject.

5.2 Obligations of the Company. When the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 3 or Section 4 of this Agreement, subject to Section 3.2 hereof (as applicable), the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as practicable:

(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which complies as to form in all material respects with applicable Commission rules providing for the sale by the Designated Holders of the Registrable Securities to be filed with the Commission; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall provide counsel selected by the Designated Holder holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the Commission, to the extent such documents are under the Company’s control;

(b) prepare and file with the Commission such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to

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comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities covered by such Registration Statement, in each case for such time as is contemplated in Section 3.1 or Section 4.1 of this Agreement;

(c) furnish, without charge, to each Designated Holder selling Registrable Securities, prior to filing a Registration Statement, such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits, but excluding any documents to be incorporated be reference therein that are publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”)), and the Prospectus included in such Registration Statement in conformity with the requirements of the Securities Act as the Designated Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Designated Holder;

(d) promptly notify the Designated Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(e) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;

(f) following receipt of a Registration Notice and thereafter until the sooner of completion, abandonment or termination of the offering or sale contemplated thereby and the expiration of the period during which the Company is required to maintain the effectiveness of the related Registration Statement as set forth in Section 3 or Section 4, as the case may be, promptly notify the Designated Holders: (i) of the existence of any fact of which the Company is aware or the happening of any event which has resulted in (A) the Registration Statement, as then in effect, containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure

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and post-effective amendment; and, if the notification relates to any event described in either of the clauses (i) or (ii) of this Section 5.2(f), at the request of a Designated Holder, the Company shall promptly prepare and, to the extent the exemption from the prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Designated Holder a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(g) use reasonable best efforts to cause all such Registrable Securities to be listed on the national securities exchange on which the Common Shares are then listed, if the listing of Registrable Securities is then permitted under the rules of such national securities exchange; provided, that, all applicable listing requirements are satisfied;

(h) if requested by a Designated Holder, incorporate in a prospectus supplement or post-effective amendment such information concerning such Designated Holder or the intended method of distribution as such Designated Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided, however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the Commission and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company;

(i) if such sale is pursuant to an underwritten offering, enter into and perform customary agreements (including an underwriting agreement in customary form with the Company Underwriter, if any, selected as provided in Section 3) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Company Underwriter;

(j) if such sale is pursuant to an underwritten offering, make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate

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documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;

(k) if such sale is pursuant to an underwritten offering, obtain “comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing underwriter reasonably requests;

(l) if such sale is pursuant to an underwritten offering, furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters may reasonably request and are customarily included in such opinions;

(m) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(n) keep Holders’ Counsel reasonably advised as to the initiation and progress of any registration under Section 3 or Section 4 hereunder;

(o) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and

(p) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

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5.3 Obligations of Designated Holders. In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to Section 3 or Section 4, each Designated Holder selling Registrable Securities agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Designated Holder selling Registrable Securities agrees that it will (i) respond within ten (10) Business Days to any reasonable written request by the Company to provide or verify information regarding such Designated Holder or such Designated Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related Prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Designated Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus.

SECTION 6 INDEMNIFICATION; CONTRIBUTION

6.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Designated Holder and each person, if any, who controls a Designated Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their Affiliates (and any officer, director, general partner or trustee thereof), partners, members, officers, directors, employees or representatives, as follows:

(a) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state, in any Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made;

(b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;

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provided, however, that the indemnity provided pursuant to this Section 6.1 does not apply to any Designated Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Designated Holder expressly for use in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto or (B) such Designated Holder’s failure to deliver an amended or supplemental prospectus furnished to such Designated Holder by the Company, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act).

6.2 Indemnification by Designated Holder. Each Designated Holder (and each permitted assignee thereof, on a several basis) severally and not jointly agrees to indemnify and hold harmless the Company, and each of its directors or trustees, as applicable, and officers (including each director or trustee, as applicable, and officer of the Company who signed a Registration Statement), any underwriter retained by the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

(a) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state, in any Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made;

(b) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Designated Holder; and

(c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;

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provided, however, that the indemnity provided pursuant to this Section 6.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Designated Holder expressly for use in the Registration Statement, Disclosure Package, Prospectus, Free Writing Prospectus or in any amendment or supplement thereto or (B) such Designated Holder’s failure to deliver an amended or supplemental prospectus furnished to such Designated Holder by the Company, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 6.2, such Designated Holder and any permitted assignee shall not be required to indemnify any Person pursuant to this Section 6.2 in excess of the amount of the net proceeds (after deducting the underwriters’ discounts and commissions) to such Designated Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such Designated Holder under the Registration Statement that is the subject of the indemnification claim.

6.3 Conduct of Indemnification Proceedings. An indemnified party hereunder (the “Indemnified Party”) shall give reasonably prompt notice to the indemnifying party (the “Indemnifying Party”) of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Party (i) shall not relieve it from any liability which it may have under the indemnity agreement provided in Section 6.1 or 6.2 above, unless and only to the extent the lack of notice by the Indemnified Party results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided under Section 6.1 or 6.2 above. If the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such action or proceeding at such Indemnifying Party’s own expense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld; provided, however, that the Indemnifying Party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the Indemnified Party unless such settlement, compromise or consent secures the unconditional release of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expense of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel approved by the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not be entitled to assume such defense and the

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Indemnified Party shall be entitled to separate counsel at the Indemnifying Party’s expense. If the Indemnifying Party is not entitled to assume the defense of such action or proceeding as a result of clause (iii) above, the Indemnifying Party’s counsel shall be entitled to conduct the Indemnifying Party’s defense and counsel for the Indemnified Party shall be entitled to conduct the defense of the Indemnified Party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the Indemnifying Party will pay the reasonable fees and expenses of counsel for the Indemnified Party. In such event, however, the Indemnifying Party will not be liable for any settlement effected without the written consent of the Indemnifying Party. If an Indemnifying Party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the Indemnifying Party shall not be liable for any fees and expenses of counsel for the Indemnified Party incurred thereafter in connection with such action or proceeding.

6.4 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 6.1 and 6.2 above is for any reason held to be unenforceable by the Indemnified Party although applicable in accordance with its terms, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Indemnified Party and the Indemnifying Party, in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Indemnifying Party on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, or expenses. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6.4, a Designated Holder shall not be required to contribute any amount in excess of the amount of the net proceeds (after deducting the underwriters’ discounts and commissions) to such Designated Holder from sales of the Registrable Securities of such Designated Holder under the Registration Statement that is the subject of the indemnification claim.

Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6.4, each person, if any, who controls a Designated Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Designated Holder, and each director of the Company, each officer of the Company who signed a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

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SECTION 7 EXPENSES

The Company shall pay all expenses incident to the performance by the Company of its registration obligations under Section 2, Section 3 and Section 4 above, including (i) Commission, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any “comfort” letters or any special audits incident to or required by any registration or qualification) and all reasonable legal fees, charges and expenses incurred, in the case of a Demand Registration, by the Initiating Holders, and (v) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration, Incidental Registration or Shelf Registration pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective. All of the expenses described in the preceding sentence of this Section 7 are referred to herein as “Registration Expenses.” Subject to clause (iv) above, each Designated Holder shall be responsible for the payment of any brokerage and sales commissions, fees and disbursements of such Designated Holder’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Securities by such Designated Holder pursuant to this Agreement.

SECTION 8 RULE 144 COMPLIANCE

The Company covenants that it will use its best efforts to timely file the reports required to be filed by the Company under the Securities Act and the Exchange Act and take such further action as each Designated Holder may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act), so as to enable the Designated Holders to sell the Registrable Securities pursuant to (i) Rule 144 under the Securities Act, or Regulation S under the Securities Act or (ii) any similar rules or regulations hereinafter adopted by the Commission. In connection with any sale, transfer or other disposition by a Designated Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Designated Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as Holder may reasonably request at least five (5) Business Days prior to any sale of Registrable Securities hereunder.

SECTION 9 MISCELLANEOUS

9.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the Common Shares, (ii) any and

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all shares of voting common stock of the Company into which the Common Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Common Shares and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

9.2 No Inconsistent Agreements. The Company represents and warrants that it has not granted to any Person the right to request or require the Company to register any securities issued by the Company, other than the rights granted to the Designated Holders herein, registration rights granted to GA QTS Interholdco, LLC and registration rights granted to the limited partners of the Partnership, in form and substance identical to the rights granted herein, other than with respect to Issuer Registration Statements. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Designated Holders in this Agreement or grant any additional registration rights to any Person or with respect to any securities which are not Registrable Securities which are prior in right to or inconsistent with the rights granted in this Agreement.

9.3 Integration; Amendment. This Agreement constitutes the entire agreement among the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto. Notwithstanding the foregoing, the Company, without the consent of any other party hereto, may amend this Agreement to add any permitted transferee of a Holder as a party to this Agreement as a Designated Holder.

9.4 Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

9.5 Assignment; Successors and Assigns. This Agreement and the rights granted hereunder may not be assigned by any Designated Holder (except to another Designated Holder) without the written consent of the Company; provided, however, that a Designated Holder may assign its rights and obligations hereunder, without such consent, (i) to an Affiliate of such Designated Holder or to any permitted transferee of such Designated Holder pursuant to

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the Partnership Agreement, and (ii) with respect to Incidental Registration rights, to any transferee of Registrable Securities or Units, if such transferee agrees in writing to be bound by all of the provisions hereof and the Designated Holder provides written notice of the assignment to the Company not more than ten (10) days after such assignment. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and permitted assigns, including, without limitation, any successor of the Company by merger, acquisition, reorganization, recapitalization or otherwise.

9.6 Notices. All notices called for under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) if sent by facsimile transmission during business hours on a Business Day, when transmitted and receipt is confirmed, or otherwise on the following Business Day. All notices hereunder shall be delivered to the parties at the addresses set forth opposite their signatures below, or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided in this Section 9.6 for the service of notices; provided, however, that notices of a change of address shall be effective only upon receipt thereof.

9.7 Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

9.8 Governing Law; Consent to Jurisdiction. (a) This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the conflict of law provisions thereof). Each party irrevocably submits to the exclusive jurisdiction of the Federal and State courts of the State of Delaware, and any appellate court from any thereof, in any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each party irrevocably and unconditionally agrees that all claims in respect of any such suit, action or other proceeding may be heard and determined in such Delaware State court or, to the extent permitted by applicable law, in such Federal court. The parties agree that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(b) Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of

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venue of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby in any court referred to in the first sentence of paragraph (a) of this Section 9.8. Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby in any court referred to in the first sentence of paragraph (a) of this Section 9.8.

(c) Each party consents, to the fullest extent permitted by applicable law, to service of any process, summons, notice or document in the manner provided for notices in Section 9.6. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

9.9 Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation, directly or indirectly, arising out of or relating to this Agreement or any transaction contemplated hereby or thereby. Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.9.

9.10 Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

9.11 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

9.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile signatures

9.13 Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

9.14 No Third Party Beneficiaries. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

Signatures on following page

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on its behalf as of the date first herein above set forth.

Address:	COMPANY:
12851 Foster Street, Suite 205	QTS REALTY TRUST, INC.
Overland Park, Kansas 66213
Attn: Shirley E. Goza, General Counsel
Facsimile: (913) 814-7766
	By:
		Name:
		Title:
	QUALITY GP:
c/o QTS Realty Trust, Inc.	QUALITYTECH GP, LLC
12851 Foster Street, Suite 205
Overland Park, Kansas 66213
Attn: Shirley E. Goza, General Counsel
Facsimile: (913) 814-7766	By:
		Name:
		Title:
Address:	HOLDERS:
c/o QualityTech, LP
12851 Foster Street, Suite 205	Chad L. Williams
Overland Park, Kansas 66213
Attn: Chad L. Williams
Facsimile: (913) 312-5519	QUALITY INVESTMENT GROUP QTS, LLC
	By:
		Name:
		Title:

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Signature Page (continued) to

Amended and Restated Registration Rights Agreement

QUALITY INVESTMENT GROUP QTS II, LLC
By:
	Name:
	Title:
QUALITY TECHNOLOGY GROUP, LLC
By:
	Name:
	Title:
WILLIAMS FAMILY TRUST
By:
	Name:
	Title:

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SCHEDULE A

HOLDERS

Chad L. Williams

Quality Investment Group QTS, LLC

Quality Investment Group QTS II, LLC

Quality Technology Group, LLC

Williams Family Trust

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EX-10.19

Exhibit 10.19

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2013 by and among QTS REALTY TRUST, INC., a Maryland corporation (the “REIT”), QUALITYTECH, LP, a Delaware limited partnership (the “Partnership”), and each Protected Partner identified as a signatory on Schedule 2.1(a), as amended from time to time.

WHEREAS, the Partnership owns certain properties that previously were owned by one or more Protected Partners and/or entities in which they owned an interest;

WHEREAS, the Protected Partners own Class A units of limited partnership interest in the Partnership (“Units”) that were previously acquired by them in exchange for interests, directly or indirectly, in assets now owned by the Partnership, including the Protected Properties (as hereinafter defined);

WHEREAS, if one or more of the Protected Properties were to be sold or otherwise disposed of in a taxable transaction, the Protected Partners would be allocated gain for federal income tax purposes;

WHEREAS, Chad L. Williams, through an entity he owns, has heretofore controlled the Partnership as its general partner;

WHEREAS, the Partnership and the REIT desire for the REIT to undertake an initial public offering, all of the net proceeds of which will be contributed by the REIT to the Partnership and which will result in the REIT becoming the general partner of the Partnership (the “IPO Transaction”);

WHEREAS, in connection with the IPO Transaction, the parties desire to enter into this Agreement regarding certain tax matters related to Protected Properties and the tax positions of the Protected Partners, including their agreement regarding amounts that may be payable by the Partnership to the Protected Partners as a result of certain actions being taken by the Partnership regarding the disposition, directly or indirectly, of interests in the Protected Properties and certain debt obligations of the Partnership and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, including the efforts of Chad L. Williams to facilitate the IPO Transaction, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined below).

“Accounting Firm” has the meaning set forth in Section 4.2.

“Agreement” has the meaning set forth in the recitals.

“Closing Date” means the date hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consent” means the prior written consent to do the act or thing for which the consent is required or solicited, which consent may be executed by a duly authorized officer or agent of the party granting such consent.

“Credit Agreement” has the meaning set forth in Section 9.13.

“Deficit Restoration Obligation” or “DRO” means a written obligation by a Protected Partner to become a “DRO Partner” as defined in the Partnership Agreement.

“Excess Payment” has the meaning set forth in Section 4.4.

“Guaranteed Amount” means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.

“Guaranteed Debt” means any loan existing, incurred (or assumed) by the Partnership or any of its Subsidiaries that is guaranteed in whole or in part by Partner Guarantors at any time after the Closing Date pursuant to Article 3 hereof.

“IRS” has the meaning set forth in Section 4.2.

“Minimum Liability Amount” means, for each Protected Partner, the amount set forth on Schedule 3.1 hereto next to such Protected Partner’s name, as amended from time to time.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations § 1.752-1(a)(2).

“Partner Guarantor” means a Protected Partner who has guaranteed any portion of a Guaranteed Debt. The Partner Guarantors and each Partner Guarantor’s dollar amount share of the Guaranteed Amount with respect to the Guaranteed Debt as of the Closing Date are set forth on Schedule 3.2 hereto, which may be amended from time to time.

“Partnership” means QualityTech, LP, a Delaware limited partnership.

“Partnership Agreement” means the Fifth Amended and Restated Agreement of Limited Partnership of QualityTech, LP, dated as of [•], 2013, and as the same may be further amended in accordance with the terms thereof.

“Partnership Interest Consideration” has the meaning set forth in Section 2.3.

“Protected Gain” shall mean the gain that would be allocable to and recognized by a Protected Partner under Section 704(c) of the Code (including, without limitation, the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and –(b)(4)(i) as a result of revaluations of assets of the Partnership, including any revaluation occurring in connection with the IPO Transaction upon the contribution of the net proceeds thereof to Partnership) in the event of the sale of a Protected Property in a fully taxable transaction (after taking into account any adjustments under Section 743 of the Code, but excluding such Protected Partner’s corresponding share of “book gain,” if any, accruing after the Closing Date). The initial maximum amount of Protected Gain with respect to each Protected Partner shall be determined as if the Partnership sold a Protected Property in a fully taxable transaction on the Closing Date, immediately following consummation of the IPO Transaction, for consideration equal to the Section 704(c) Value of such Protected Property on the Closing Date, and is set forth on Schedule 2.1(b) hereto. Gain that would be allocated to a Protected Partner upon a sale of a Protected Property that is “book gain” attributable either (i) to appreciation in the value of the Protected Properties following the Closing

2

Date or (ii) to gain resulting from reductions in the “book value” of the Protected Property following the Closing Date would not be considered Protected Gain. (As used in this definition, “book gain” is any gain accruing after the Closing Date that would not be required under Section 704(c) of the Code and the applicable regulations (including the regulations referenced upon under Section 704(b) of the Code in connection with revaluations of the assets of the Partners) to be specially allocated to the Protected Partners, but rather would be allocated to all partners in the Partnership, including the REIT, solely in accordance with their respective economic interests in the Partnership.)

“Protected Partner” means those persons set forth on Schedule 2.1(a) hereto as “Protected Partners” and any person who acquires Units from a Protected Partner in a transaction in which gain or loss is not recognized in full and in which such transferee’s adjusted basis, as determined for federal income tax purposes, is determined in whole or in part by reference to the adjusted basis of a Protected Partner in such Units.

“Protected Property” means (i) each of the properties identified as a Protected Property on Schedule 2.1(b) hereto; (ii) a direct or indirect interest owned by the Partnership in any Subsidiary that owns an interest in a Protected Property, if the disposition of such interest would result in the recognition of Protected Gain with respect to a Protected Partner; and (iii) any other property that the Partnership directly or indirectly receives that is in whole or in part a “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to a Protected Property or interest therein. For the avoidance of doubt, if any Protected Property is transferred to another entity in a transaction in which gain or loss is not recognized in full, and if the acquiring entity’s disposition of such Protected Property would cause the Protected Partners to recognize gain or loss as a result thereof, such Protected Property (including any interest in such entity acquired directly or indirectly by the Partnership in connection therewith) shall still be subject to this Agreement.

“Qualified Guarantee” has the meaning set forth in Section 3.2.

“Qualified Guarantee Indebtedness” has the meaning set forth in Section 3.2.

“REIT” means QTS Realty Trust, a Maryland corporation.

“Section 704(c) Value” means the fair market value of each Protected Property as of the Closing Date, determined after taking into account the IPO Transaction, as agreed to by the Partnership and Chad L. Williams on behalf of the Protected Partners and as set forth next to each Protected Property on Schedule 2.1(b) hereto, as applicable. The Partnership shall initially carry each Protected Property on its books immediately following the IPO Transaction at a value equal to the Section 704(c) Value of such Protected Property determined as set forth above.

“Subsidiary” means any entity in which the Partnership owns a direct or indirect interest.

“Successor Partnership” has the meaning set forth in Section 2.2.

“Tax Protection Period” means the period commencing on the Closing Date and ending at 12:01 AM on January 1, 2026.

“Tax Claim” has the meaning set forth in Section 7.1

“Tax Proceeding” has the meaning set forth in Section 7.1.

“Units” means Class A units of limited partnership interest of the Partnership, as described in the Partnership Agreement.

3

ARTICLE 2

DISPOSITIONS OF

PROTECTED PROPERTIES

2.1 Disposition of Protected Properties. The REIT and the Partnership agree for the benefit of each Protected Partner, for the term of the Tax Protection Period, that in the event that the Partnership, directly or indirectly sells, exchanges, transfers, or otherwise disposes of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain, the provisions of Article 4 shall apply and the Partnership shall make the payments to the Protected Partners provided for in Article 4.

Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the rights of the Protected Partners with respect thereto under Article 4 shall extend to:

(a) any direct or indirect disposition by a Subsidiary of any Protected Property or any interest therein;

(b) any direct or indirect disposition by the Partnership of any Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder (determined taking into account the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and –(b)(4)(i) as a result of revaluations of assets of the Partnership);

(c) any distribution by the Partnership to a Protected Partner that is subject to Section 737 of the Code and the Treasury Regulations thereunder; and

(d) any merger or consolidation of the Partnership or a Subsidiary with or into another entity unless all of the conditions set forth in Section 2.3 below are met.

Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, by the Partnership or a Subsidiary in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.

2.2 Exceptions Where No Gain Recognized. Notwithstanding the restriction set forth in Section 2.1, the Partnership or a Subsidiary may dispose of any Protected Property (or any interest therein), and Article 4 shall not apply with respect thereto, if and to the extent that such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, does not result (in the year of such disposition or in a later year within the Tax Protection Period) in the recognition of any taxable income or gain to any Protected Partner with respect to any of the Units; provided, however, that:

(a) in the case of a Section 1031 like-kind exchange, if such exchange is with a “related party” within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Protected Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(1) to apply with respect to such Protected Property (including by reason of the application of Section 1031(f)(4)) shall be considered subject to Section 2.1 and Article 4; and

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(b) in the event that at the time of the exchange or other disposition the Protected Property is secured, directly or indirectly, by indebtedness that is guaranteed by a Protected Partner (or for which a Protected Partner otherwise has personal liability) and that is not then in default and the transferee is not a Subsidiary of the Partnership that both is more than 50% owned, directly or indirectly by the Partnership and is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), (a) either (I) such indebtedness shall be repaid in full or (II) the Partnership shall obtain from the lenders with respect to such indebtedness a full and complete release of liability for each of the Protected Partners that has guaranteed, or otherwise has liability for, such indebtedness, and (b) if such indebtedness is a Guaranteed Debt and the Tax Protection Period shall not have expired, the Partnership shall comply with its covenants set forth in Article 3 below with respect to such Guaranteed Debt and the Partner Guarantors that are considered to have liability for such Guaranteed Debt (determined under Section 3.4 treating such events as a repayment of the Guaranteed Debt).

2.3 Merger Transactions. Any merger or consolidation of the Partnership or any Subsidiary, whether or not the Partnership or Subsidiary is the surviving entity in such merger or consolidation, that results in a Protected Partner recognizing part or all of the Protected Gain shall be deemed to be a disposition of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply, except as expressly provided in this Section 2.3.

In the event of a merger or consolidation of the Partnership (or any Subsidiary) and a Successor Partnership that does not result in a Protected Partners being required to recognize all of the Protected Gain, the Successor Partnership must have agreed in writing for the benefit of the Protected Partners that all of the restrictions contained in this Agreement shall continue to apply, including but not limited to, those with respect to each Protected Property, in order for such merger or consolidation not to be reconsidered to have resulted in the recognition by the Protected Partners of all of their Protected Gain as a result thereof.

This Section 2.3, Section 2.1 and Article 4 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a merger or consolidation to which the Partnership or the REIT is a party and in connection with which all of the following requirements are satisfied:

(1) the Protected Partner is offered either:

(A) cash or property treated as cash pursuant to Section 731 of the Code (“Cash Consideration”) or

(B) partnership interests in a partnership that would be treated as the continuing partnership under the principles of Section 708 of the Code and the receipt of such partnership interests would not result in the recognition of gain for federal income tax purposes and which partnership interests have a fair value, per Unit, equal to the greater of (i) the value that the Protected Partner would have received on the date of such merger or consolidation had such Protected Partner chosen to exercise its

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rights under Section 8.6 of the Partnership Agreement immediately prior to such date or (ii) the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation (“Partnership Interest Consideration”);

(2) the Protected Partner has the ability to elect to receive solely Partnership Interest Consideration in exchange for his Units and the continuing partnership has agreed in writing to assume the obligations of the Partnership under this Agreement;

(3) no Protected Gain is recognized by the Partnership as a result of any partner of the Partnership receiving Cash Consideration;

(4) any Successor Partnership in such merger or consolidation shall have complied with the preceding paragraph of this Section 2.3; and

(5) the Protected Partner elects to receive Cash Consideration.

In the event of a voluntary, actual disposition by a Protected Partner of Units in connection with a merger, consolidation or other transaction involving the Partnership that does not comply with the conditions in the prior paragraph, then Section 2.1 and Article 4 shall be considered to apply to such disposition.

In addition, if (1) there is a merger, consolidation or other transaction involving the REIT that results in the shares of the REIT (or any “Successor Entity” to the REIT as that term is used in the Partnership Agreement) not being considered to be traded on the New York Stock Exchange, and (2) there is an actual disposition by a Protected Partner of Units in connection with or immediately prior to such a merger, consolidation or other transaction (including through exercise of the “Redemption Right” provided for in the Partnership Agreement), then Section 2.1 and Article 4 shall be considered to apply to such disposition unless, immediately following such merger, consolidation or other transaction involving the REIT, the Units (or any partnership interests received in exchange therefor) held by the Protected Partner would be considered to have a fair value, per Unit (determined including rights to liquidity comparable to those provided under Section 8.6 of the Partnership Agreement), equal to the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation.

2.4 “Extraordinary Transactions”. In the event that there is any “Extraordinary Transaction” (as defined in the Partnership Agreement) with respect to which the general partner of the Partnership exercises its right under Section 8.6.B (iv) of the Partnership Agreement and a Protected Partner recognizes part or all of the Protected Gain as a result of the exercise by the general partner of such rights, there shall be deemed to be a disposition of all of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply with respect thereto.

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ARTICLE 3

ALLOCATION OF LIABILITIES; GUARANTEE OPPORTUNITY AND DEFICIT RESTORATION OBLIGATIONS

3.1 Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, at the Protected Partner’s option, the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or Deficit Restoration Obligations, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

3.2 Qualified Guarantee Indebtedness and Qualified Guarantee; Treatment of Qualified Guarantee Indebtedness as Guaranteed Debt. In order for an offer by the Partnership of an opportunity to guarantee indebtedness to satisfy the requirements of this Article 3, (1) the indebtedness to be guaranteed must satisfy all of the conditions set forth in this Section 3.2 (indebtedness satisfying all such conditions is referred to as “Qualified Guarantee Indebtedness”); (2) the guarantee by the Partner Guarantors must be pursuant to a Guarantee Agreement substantially in the form attached hereto as Schedule 3.7 that satisfies the conditions set forth in Sections 3.2(i) and (iii) (a “Qualified Guarantee”); (3) the amount of debt required to be guaranteed by the Partner Guarantor must not exceed the portion of the Guaranteed Amount for which a replacement guarantee is being offered; and (4) the debt to be guaranteed must be considered indebtedness of the Partnership for purposes of determining the adjusted tax basis of the interests of partners in the Partnership in their partnership interests. If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and shall be subject to all of this Article 3. The conditions that must be satisfied at all times with respect to any additional or replacement Guaranteed Debt offered pursuant to this Article 3 hereof and the guarantees with respect thereto are as follows:

(i) each such guarantee by a Partner Guarantor shall be a “bottom dollar guarantee” in that the lender for the Guaranteed Debt is required to pursue all other collateral and security for the Guaranteed Debt (other than any “bottom dollar guarantees” permitted pursuant to this clause (i) and/or Section 3.3 below) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantee only if, and solely to the extent that, the total amount recovered by the lender with respect to the Guaranteed Debt after the lender has exhausted its remedies as set forth above is less than the aggregate of the Guaranteed Amounts with respect to such Guaranteed Debt (plus the aggregate amounts of any other guarantees (x) that are in effect with respect to such Guaranteed Debt at the time the guarantees pursuant to this Article 3 are entered into, or (y) that are entered into after the date the guarantees pursuant to this Article 3 are entered into with respect to such Guaranteed Debt and that comply with Section 3.5 below, but only to the extent that, in either case, such guarantees are “bottom dollar guarantees” with respect to the Guaranteed Debt), and the maximum aggregate liability of each Partner Guarantor for all Guaranteed Debt shall be limited to the amount actually guaranteed by such Partner Guarantor;

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(ii) the fair market value of the collateral against which the lender has recourse pursuant to the terms and conditions of the Guaranteed Debt, determined as of the time the guarantee is entered into by the Partner Guarantor (an independent appraisal relied upon by the lender in making the loan shall be conclusive evidence of such fair market value when the guarantee is being entered into in connection with the closing of such loan), shall not be less than 150% of the sum of (x) the aggregate of the Guaranteed Amounts with respect to such Guaranteed Debt, plus (y) the dollar amount of any other indebtedness that is senior to or pari passu with the Guaranteed Debt and as to which the lender thereunder has recourse against property that is collateral of the Guaranteed Debt, plus (z) the aggregate amounts of any other guarantees that are in effect with respect to such Guaranteed Debt at the time the guarantees pursuant to this Article 3 are entered into with respect to such Guaranteed Debt and that comply with Section 3.2(v) below, but only to the extent that such guarantees are “bottom dollar guarantees” with respect to the Guaranteed Debt);

(iii) (A) the executed guarantee must be delivered to the lender; and (B) the execution of the guarantee by the Partner Guarantors must be acknowledged by the lender; and (C) the guarantee otherwise must be enforceable under the laws of the state governing the loan and in which the property securing the loan is located or in which the lender has a significant place of business (with any bona fide branch or office of the lender through which the loan is made, negotiated, or administered being deemed a “significant place of business” for the purposes hereof);

(iv) as to each Partner Guarantor that is executing a guarantee pursuant to this Agreement, there must be no other Person that would be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation § 1.752-2, or would be considered to be “at risk” for purposes of Section 465(b) with respect to that portion of such debt for which such Partner Guarantor is being made liable for purposes of satisfying the Partnership’s obligations to such Partner Guarantor under this Article 3;

(v) the aggregate Guaranteed Amounts with respect to the Guaranteed Debt will not exceed 50% of the amount of the Guaranteed Debt outstanding at the time the guarantee is executed. Except for guarantees already in place at the time a guarantee opportunity is presented to the Protected Partners, at no time can there be guarantees with respect to the Guaranteed Debt that are provided by other persons that are “pari passu” with or at a lower level of risk than the guarantees provided by the Protected Partners. If there are guarantees already in place at the time a guarantee opportunity is presented to the Protected Partners that are “pari passu” with or at a lower level of risk than the guarantees provided by the Protected Partners, then the amount of Guaranteed Debt subject to such existing guarantees shall be added to the Guaranteed Amount for purposes of calculating the 50% limitation set forth in this Section 3.2(v); and

(vi) the obligor with respect to the Guaranteed Debt is the Partnership or an entity (A) which is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly-owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), and (B) in which the equity interest of the Partnership in both capital and profits is not less than 50%.

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The Partnership shall be deemed to satisfy the requirements of Sections 3.2(i), (ii) and (v) above if, in lieu of offering the opportunity to enter into a “bottom dollar guarantee” of indebtedness secured by specific properties, it offers the Protected Partner an opportunity to enter into a “bottom dollar guarantee” (or an indemnity on comparable terms of an existing guarantor) of a general senior unsecured obligation of the Partnership which (A) is recourse, without limitation, to all of the assets of the Partnership, (B) is made by a third party institutional lender with financial covenants that are standard for such a loan, (C) is not in default and (D) either (i) qualifies as Nonrecourse Liability of the Partnership, or (ii) is a liability that is treated as a “recourse” liability under the applicable Treasury Regulations solely because the general partner of the Partnership has liability therefor, either by reason of its status as “general partner” or due to an express guarantee entered into by the general partner; provided, however, that the “bottom guarantee” shall include an indemnification of the general partner with respect thereto sufficient to cause the Protected Partner to be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation § 1.752-2, with respect to the amount provided for in such “bottom guarantee” without increasing the financial exposure of the Protected Partner above the level that would have resulted had such liability been a Nonrecourse Liability.

3.3 Covenant With Respect to Guaranteed Debt Collateral. The Partnership covenants with the Partner Guarantors with respect to the Guaranteed Debt that (A) it will comply with the requirements set forth in Section 2.2(b) upon any disposition of any collateral for a Guaranteed Debt, whether during or following the Tax Protection Period, and (B) it will not at any time, whether during or following the Tax Protection Period, pledge the collateral with respect to a Guaranteed Debt to secure any other indebtedness (unless such other indebtedness is, by its terms, subordinate in all respects to the Guaranteed Debt for which such collateral is security) or otherwise voluntarily dispose of or reduce the amount of such collateral unless either (i) after giving effect thereto the conditions in Section 3.2 would continue to be satisfied with respect to the Guaranteed Debt and the Guaranteed Debt otherwise would continue to be Qualified Guarantee Indebtedness, or (ii) the Partnership (A) obtains from the lender with respect to the original Guaranteed Debt a full and complete release of any Partner Guarantor unless the Partner Guarantor expressly requests that it not be released, and (B) if the Tax Protection Period has not expired, offers to each Partner Guarantor with respect to such original Guaranteed Debt, not less than 30 days prior to such pledge or disposition, the opportunity, at the option of the Protected Partner, either (1) to enter into a Qualified Guarantee of other Partnership indebtedness that constitutes Qualified Guarantee Indebtedness (with such replacement indebtedness thereafter being considered a Guaranteed Debt and subject to this Article 3) in an amount equal to the amount of such original Guaranteed Debt that was guaranteed by such Partner Guarantor or (2) to enter into a DRO in the amount of the original Guaranteed Debt that was guaranteed by such Partner Guarantor.

3.4 Repayment or Refinancing of Guaranteed Debt. The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Minimum Liability Amount, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity, at the option of the Protected Partner, either (A) to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness or (B) to enter into a DRO, in either case in an amount sufficient so that, taking into account such guarantees of such other Qualified Guarantee Indebtedness or DRO, as applicable, each Partner Guarantor who guarantees such other Qualified Guarantee Indebtedness or enters into a DRO in the amount specified by the Partnership would be entitled to include in its adjusted tax basis for its Units debt equal to the Minimum Liability Amount for such Partner Guarantor.

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3.5 Limitation on Additional Guarantees With Respect to Debt Secured by Collateral for Guaranteed Debt. The Partnership shall not offer the opportunity or make available to any person or entity other than a Protected Partner a guarantee of any Guaranteed Debt or other debt that is secured, directly or indirectly, by any collateral for Guaranteed Debt unless (i) such debt by its terms is subordinate in all respects to the Guaranteed Debt or, if such other guarantees are of the Guaranteed Debt itself, such guarantees by their terms must be paid in full before the lender can have recourse to the Partner Guarantors (i.e., the first dollar amount of recovery by the applicable lenders must be applied to the Guaranteed Amount); provided that the foregoing shall not apply with respect to additional guarantees of Guaranteed Debt so long as the conditions set forth in Sections 3.2(ii) and (v) would be satisfied immediately after the implementation of such additional guarantee (determined in the case of Section 3.2(ii), based upon the fair market value of the collateral for such Guaranteed Debt at the time the additional guarantee is entered into and adding the amount of such additional guarantee(s) to the sum of the applicable Guaranteed Amounts plus any other preexisting “bottom dollar guarantee” previously permitted pursuant to this Section 3.5 or Sections 3.2(i) and (ii) above, for purposes of making the computation provided for in Section 3.2(ii)), and (ii) such other guarantees do not have the effect of reducing the amount of the Guaranteed Debt that is includible by any Partner Guarantor in its adjusted tax basis for its Units pursuant to Treasury Regulation § 1.752-2.

3.6 Process. Whenever the Partnership is required under this Article 3 to offer to one or more of the Partner Guarantors an opportunity, at the option of the Partner Guarantor, either to guarantee Qualified Guarantee Indebtedness or enter into a DRO, the Partnership shall be considered to have satisfied its obligation under this Article 3 if the other conditions in this Article 3 are satisfied and, not less than thirty (30) days prior to the date that such guarantee would be required to be executed in order to satisfy this Article 3, the Partnership sends by first class mail, return receipt requested, to the last known address of each such Partner Guarantor (as reflected in the records of the Partnership) (i) the Guarantee Agreement or a consent to DRO form, as applicable, to be executed (which in the case of Guarantee Agreement shall be substantially in the form of Schedule 3.7 hereto, with such changes thereto as are necessary to reflect the relevant facts) and (ii) a brief letter setting forth (v) the relevant circumstances (including, as applicable, that the offer is being made pursuant to this Article 3, the circumstances giving rise to the offer, a brief summary of the terms of the Qualified Guarantee Indebtedness to be guaranteed (or, in the case of a DRO, the terms of the Partnership recourse debt), (w) a brief description of the collateral for the Qualified Guarantee Indebtedness, (x) a statement of the amount to be guaranteed (or DRO amount), (y) the address to which the executed Guarantee Agreement (or consent to DRO form) must be sent and the date by which it must be received, and (z) a statement to the effect that, if the Protected Partner fails to execute and return such Guarantee Agreement (or consent to DRO form) within the time period specified, the Partner Guarantor thereafter would lose its rights under this Article 3 with respect to the amount of debt that the Partnership is required to offer to be guaranteed (or that would be subject to the DRO), and depending upon the Partner Guarantor’s circumstances and other circumstances related to the Partnership, the Partner Guarantor could be required to recognize taxable gain as a result thereof, either currently or prior to the expiration of the Tax Protection Period, that otherwise would have been deferred. If a notice is properly sent in accordance with this Section 3.6, the Partnership shall have no responsibility as a result of the failure of a Partner Guarantor either to receive such notice or to respond thereto within the specified time period.

3.7 Presumption as to Schedule 3.7. A guarantee in the form of the Guarantee Agreement attached hereto as Schedule 3.7 that is (A) properly executed by the Partner Guarantor and the lender and (B) delivered to the lender shall be conclusively presumed to satisfy the conditions set forth in Section 3.2(i) and to have caused the Guaranteed Debt to be considered allocable to the Guarantor Partner who enters into such Guarantee Agreement pursuant to Treasury Regulation § 1.752-2 and Section 465 of the Code so long as all of the following conditions are met with respect such Guaranteed Debt:

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(i) there are no other guarantees in effect with respect to such Guaranteed Debt (other than the guarantees contemporaneously being entered into by the Partner Guarantors pursuant to this Article 3 or that are otherwise permitted pursuant to 3.2(i) and (v));

(ii) the collateral securing such Guaranteed Debt is not, and shall not thereafter become, collateral for any other indebtedness that is senior to or pari passu with such Guaranteed Debt;

(iii) no additional guarantees with respect to such Guaranteed Debt will be entered into during the applicable Tax Protection Period pursuant to the proviso set forth in Section 3.5;

(iv) the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 or any person that would be considered a “related party” as determined for purposes of Section 465 of the Code; and

(v) none of the REIT, nor any other partner in the Partnership, nor any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 shall have provided, or shall thereafter provide, collateral for, or otherwise shall have entered into, or shall thereafter enter into, a relationship that would cause such person or entity to be considered to bear the risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury Regulation § 1.752-2 or that would cause such entity to be considered “at risk” with respect to such Guaranteed Debt, as determined for purposes of Section 465 of the Code.

Notwithstanding the foregoing, if, due to a change in tax law after the date hereof, either the Partnership determines or a Protected Partner is advised by counsel, that there is a material risk that such Protected Partner may no longer continue to be allocated such Protected Partner’s Guaranteed Amount of a Guaranteed Debt, such Protected Partner may request a modification of such Guarantee Agreement and the Partnership will use its commercially reasonable efforts to work with the lender with respect to such Guaranteed Debt to have the Guarantee Agreement amended in a manner that will permit such Protected Partner to be allocated such Protected Partner’s Guaranteed Amount with respect to the Guaranteed Debt, or such Protected Partner, at its option shall be offered the opportunity to enter into a DRO, in an amount equal to such Guaranteed Amount so that the amount of Partnership liabilities allocated to such Protected Partner shall not decrease as a result of the change in law. For the avoidance of doubt, each Protected Partner hereby acknowledges and agrees that the Partnership shall not be treated as violating this Article 3 to the extent that, after such a change of tax law, the allocation of Partnership indebtedness for tax purposes to the Protected Partner cannot be achieved due to the unwillingness of such Protected Partner either to provide a guarantee or similar instrument that complies with the new tax law rules (where both such guarantee or similar instrument and the indebtedness being guaranteed is otherwise consistent to the maximum extent permitted by such new tax rules with the provisions of this Article 3) or to enter into a DRO pursuant to Section 3.8; provided, however, that the Partnership’s obligations as set forth in the last sentence of Section 3.1 shall continue to apply. Any cost and expenses incurred as a result of such a change in tax law shall be borne equally by the Partnership on the one hand and the relevant Protected Partner on the other hand.

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3.8 Deficit Restoration Obligation. In the event a Protected Partner has elected to enter into a DRO, the Partnership will maintain an amount of indebtedness of the Partnership that would be considered “recourse” indebtedness (taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to or greater than the sum of the “DRO Amounts” (as defined in the Partnership Agreement) of all Protected Partners (plus, the DRO Amounts, if any, of other partners in the Partnership). The deficit restoration obligation shall be conclusively presumed to cause the Protected Partner to be allocated an amount of liabilities equal to the DRO Amount of such Protected Partner for purposes of Sections 465 and 752 of the Code, provided that (1) the Partnership maintains an amount of debt that is considered “recourse” indebtedness (determined for purposes of Section 752 of the Code and taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the General Partner) equal to the aggregate DRO Amounts of all partners of the Partnership and (2) all other terms and conditions of the Partnership Agreement with respect to such deficit restoration obligation are met. For the avoidance of doubt, the purpose of this Section 3.8 is not to require the Partnership to incur or increase the amount of “recourse” indebtedness, if any, to which the Protected Properties are subject, provided, however, that the Partnership maintains at the same time sufficient other “recourse” indebtedness to cover the aggregate DRO Amounts of all partners of the Partnership.

3.9 Additional Guarantee and DRO Opportunities. Without limiting any of the other obligations of the Partnership under this Agreement, from and after the expiration of the Tax Protection Period, the Partnership shall, upon a request from a Protected Partner, use commercially reasonable efforts to permit such Protected Partner to enter into an agreement with the Partnership to bear the economic risk of loss as to a portion of the Partnership’s recourse indebtedness by undertaking an obligation to restore a portion of its negative capital account balance upon liquidation of such Protected Partner’s interest in the Partnership and/or to bear financial liability under a Guarantee Agreement substantially in the form of Schedule 3.7 hereto for indebtedness that would be considered Qualifying Guarantee Indebtedness under Section 3.2 hereof, if such Protected Partner shall provide information from its professional tax advisor satisfactory to the Partnership showing that, in the absence of such agreement, such Protected Partner likely would not be allocated from the Partnership sufficient indebtedness under Section 752 of the Code and the at-risk provisions under Section 465 of the Code to avoid the recognition of gain (other than gain required to be recognized by reason of actual cash distributions from the Partnership). The Partnership and its professional tax advisors shall cooperate in good faith with such Protected Partner and its professional tax advisors to provide such information regarding the allocation of the Partnership liabilities and the nature of such liabilities as is reasonably necessary in order to determine the Protected Partner’s adjusted tax basis in its Units and at-risk amount. If the Partnership permits a Protected Partner to enter into an agreement under this Section 3.9, the Partnership shall be under no further obligation with respect thereto, and the Partnership shall not be required to indemnify such Protected Partner for any damage incurred, in connection with or as a result of such agreement or the indebtedness, including without limitation a refinancing or prepayment thereof or taking any of the other actions required by Article 3 hereof with respect to Qualified Indebtedness. This Section 3.9 shall not obligate the Partnership to incur additional indebtedness.

ARTICLE 4

REMEDIES

4.1 Remedies. In the event that the Partnership engages in a transaction described in Section 2.1, 2.3 or 2.4 or the Partnership breaches its obligations set forth in Article 2 or Article 3 with respect to a Protected Partner, the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay, without duplication, to such Protected Partner as damages, an amount equal to:

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(a) in the case of a violation of Article 3, the aggregate federal, state and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred by the Protected Partner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner by reason of such breach;

(b) in the case of a transaction described in Section 2.1, 2.3 or 2.4 or a violation of Article 2, the aggregate federal state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) incurred with respect the Protected Gain incurred with respect to the Protected Property that is allocable to such Protected Partner under the Partnership Agreement;

plus in the case of either (a) or (b), an additional amount equal to the aggregate federal, state, and local income taxes (including any applicable federal unearned income Medicare contribution under Section 1411 of the Code) payable by the Protected Partner as a result of the receipt of any payment required under this Section 4.1 (including any tax liability incurred as a result of such Protected Partner’s receipt of such indemnity payment).

For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner, (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner to offset other income, gain or taxes of the Protected Partner, either in the current year, in earlier years, or in later years.

4.2 Process for Determining Payments Required Under this Article 4. If the Partnership or a Subsidiary engages in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3 (or a Protected Partner asserts that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached or violated any of the covenants set forth in Article 2 or Article 3), the Partnership and the Protected Partner agree to negotiate in good faith to resolve any disagreements regarding any such transaction, breach or violation and the amount of payments or damages, if any, payable to such Protected Partner under Section 4.1 (and to the extent applicable, Sections 4.4 and/or 4.5). If any such disagreement cannot be resolved by the Partnership and such Protected Partner within, as applicable, sixty (60) days after the receipt of notice from the Partnership of such transaction or breach pursuant to Section 4.3 and the amount of income to be recognized by reason thereof, (ii) 60 days after the receipt of a notice from the Protected Partner that the Partnership or a Subsidiary engaged in a transaction described in Sections 2.1, 2.3 or 2.4 or breached its obligations under this Agreement, which notice shall set forth the amount of income asserted to be recognized by the Protected Partner and the payment required to be made to such Protected Partner under Section 4.1 as a result of the transaction or breach, (iii) 10 days following the date that the Partnership notifies the Protected Partner of its intention to settle, compromise and/or concede any Tax Claim or Proceeding pursuant to Section 7.2, or (iv) 10 days following any final determination of any Tax Claim or Proceeding, the Partnership and the Protected Partner shall jointly retain a nationally recognized independent “Big Four” public accounting firm (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously as possible all points of any such disagreement (including, without limitation, whether a transaction described in Sections 2.1, 2.3 or 2.4 has occurred or a

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breach of any of the covenants set forth Article 2 or Article 3 has occurred and, if so, the amount of payment or damages to which the Protected Partner is entitled as a result thereof, determined as set forth in Section 4.1 (and to the extent applicable, Section 4.4). All determinations made by the Accounting Firm with respect to any transaction described in Sections 2.1, 2.3 or 2.4 or the resolution of any breach or violation of any of the covenants set forth in Article 2 or Article 3 and the amount of payments or damages payable to the Protected Partner under Section 4.1 (and to the extent applicable, Section 4.4) shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner, provided that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than five percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Partnership and if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is less than 95% of the amount than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner.

In the case of any Tax Claim or Tax Proceeding that is resolved pursuant to a final determination or that is settled, compromised and/or conceded pursuant to Section 7.2, the amount of taxes due to the Internal Revenue Service (the “IRS”) or any other taxing authority shall, to the extent that such taxes relate to matters covered in this Agreement, be presumed to be an amount payable pursuant to this Agreement, and the amount payable pursuant to this Agreement shall be increased by any interest and penalties required to be paid by the Protected Partner with respect to such taxes (other than interest and penalties resulting from a failure of the Protected Partner to timely and properly file any tax return or to timely pay any tax, unless such failure resulted solely from the Protected Partner reporting and paying its taxes in a manner consistent with the Partnership) so that the amount of the payment under Section 4.1 shall not be less than the amount required to be paid to the IRS or any other taxing authority with respect to matters covered in this Agreement.

4.3 Required Notices; Time for Payment. In the event that there has been a transaction described in Sections 2.1, 2.3 or 2.4 or a breach of Article 2 or Article 3, the Partnership shall provide to the Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1’s to the Partnership’s federal income tax return as required in accordance with Section 7.4 below. All payments required under this Article 4 to any Protected Partner shall be made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner on or before the due date for such estimated tax payment and such payment from the partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner at such time. In the event of a payment required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.

4.4 Additional Damages for Breaches of Section 2.2(b), Section 3.2 and/or Section 3.3. Notwithstanding any of the foregoing in this Article 4, in the event that the Partnership should breach any of its covenants set forth in Section 2.2(b), Section 3.2 and/or Sections 3.3 (i), (ii) and/or (iii) and a Protected Partner is required to make a payment in respect of such indebtedness that it would not

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have had to make if such breach had not occurred (an “Excess Payment”), then, in addition to the damages provided for in the other Sections of this Article 4, the Partnership shall pay to such Protected Partner an amount equal to the sum of (i) the Excess Payment plus (ii) the aggregate federal, state and local income taxes, if any, computed or set forth in Section 4.1, required to be paid by such Protected Partner by reason of Section 4.4 becoming operative (for example, because the breach by the Partnership and this Section 4.4 caused all or any portion of the indebtedness in question no longer to be considered debt includible in basis by the affected Protected Partner pursuant to Treasury Regulations § 1.752-2(a)), plus (iii) an amount equal to the aggregate federal, state and local income taxes required to be paid by the Protected Partner (computed as set forth in Section 4.1) as a result of any payment required under this Section 4.4.

ARTICLE 5

SECTION 704(C) METHOD AND ALLOCATIONS

5.1 Application of “Traditional Method.” Notwithstanding any provision of the Partnership Agreement, the Partnership shall use the “traditional method” under Regulations § 1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code, including, without limitation, allocations required in connection with the application of the “reverse 704(c) rules” pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4) and –(b)(4)(i) as a result of revaluations of assets of the Partnership (with no “curative allocations” to offset the effects of the “ceiling rule,” including upon any sale of a Protected Property).

ARTICLE 6

ALLOCATIONS OF LIABILITIES PURSUANT TO REGULATIONS UNDER SECTION 752

6.1 Allocation Methods to be Followed. Except as provided in Section 6.2, all tax returns prepared by the Partnership with respect to the Tax Protection Period (and to the extent arrangements have been entered into pursuant to Section 3.9, for so long thereafter as such arrangements are in effect) that allocate liabilities of the Partnership for purposes of Section 752 and the Treasury Regulations thereunder shall treat each Partner Guarantor as being allocated for federal income tax purposes an amount of recourse debt (in addition to any nonrecourse debt otherwise allocable to such Partner Guarantor in accordance with the Partnership Agreement and Treasury Regulations § 1.752-3 and any other recourse liabilities allocable to such Partner Guarantor by reason of guarantees of indebtedness or DROs entered into pursuant other agreements with the Partnership) pursuant to Treasury Regulation § 1.752-2 equal to such Partner Guarantor’s Minimum Liability Amount, as set forth on Schedule B hereto and as may be reduced pursuant to the terms of this Agreement, and the Partnership and the REIT shall not, during or with respect to the Tax Protection Period, take any contrary or inconsistent position in any federal or state income tax returns (including, without limitation, information returns, such as IRS Forms K-1, provided to partners in the Partnership and returns of Subsidiaries of the Partnership) or any dealings involving the IRS (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the income tax returns of the Partnership or the tax treatment of any holder of partnership interests the Partnership).

6.2 Exception to Required Allocation Method. Notwithstanding the provisions of this Agreement, the Partnership shall not be required to make allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement if and to the extent that the Partnership determines in good faith, based upon the advice of counsel recognized as expert in such matters or a nationally recognized public accounting firm, that there is no “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i) of the Code) for such allocations or that there has been a judicial determination in a proceeding to which the Partnership is a party and as to which the Protected Partners have been allowed to participate as and to the extent contemplated in Article 7 to the effect that such allocations are not correct. In no event shall this Section 6.2 be construed to relieve the Partnership from any liability arising from a failure by the Partnership to comply with one or more of the provisions of Article 3 of this Agreement.

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6.3 Cooperation in the Event of a Required Change. If a change in the Partnership’s allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the Protected Partners in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement.

ARTICLE 7

TAX PROCEEDINGS

7.1 Notice of Tax Audits. If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to taxes against the Protected Partners or the Partnership the calculation of which involves a matter covered in this Agreement that could result in tax liability to a Protected Partner (“Tax Claim”) or if the REIT or the Partnership receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding (“Tax Proceeding”) involving the Protected Partners or the Partnership or that otherwise could involve a matter covered in this Agreement and could directly or indirectly affect the Protected Partners (adversely or otherwise), then the REIT or the Partnership, as applicable shall promptly (but in no event later than 20 business days after receipt of such notice) notify the Protected Partners of such Tax Claim or Tax Proceeding. In the case of a notification of a Tax Claim or Tax Proceeding received by any Protected Partner, or any notice of any current or future audit, examination, investigation or other proceeding received by a Protected Partner that involves or could involve a matter covered in this Agreement or the income tax treatment of the Transaction, the Protected Partner shall promptly notify the Partnership of such Tax Claim, Tax Proceeding, or other notice, but in no event later than 20 business days after receipt of such notice.

7.2 Control of Tax Proceedings. The REIT, as the general partner of the Partnership shall have the right to control the defense, settlement or compromise of any Tax Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that could result in tax liability to a Protected Partner without the prior written consent of the Protected Partners (unless, and only to the extent, that any taxes required to be paid by the Protected Partners as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); provided further that the Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Tax Proceeding or Tax Claim could, directly or indirectly, affect (adversely or otherwise) the Protected Partners and that the Protected Partners shall have the right to review and comment on any and all submissions made to the IRS, a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that the Partnership will consider such comments in good faith. The Protected Partners shall have the right to participate in any such Tax Proceeding or Tax Claim at their own expense.

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7.3 Timing of Tax Returns; Periodic Tax Information. The Partnership shall cause to be delivered to each Protected Partner, as soon as practicable each year, the IRS Forms K-1 that the Partnership is required to deliver to such Protected Partners with respect to the prior taxable year. In addition, the Partnership agrees to provide to the Protected Partners, upon request, an estimate of the taxable income expected to be allocable for a specified taxable year from the Partnership to each Protected Partner and the entities that they control, provided that such estimates shall not be required to be provided more frequently than once each calendar quarter.

ARTICLE 8

AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN PROVISIONS; APPROVAL OF CERTAIN TRANSACTIONS

8.1 Amendment. This Agreement may not be amended, directly or indirectly (including by reason of a merger between the Partnership and another entity) except by a written instrument signed by both the REIT, as general partner of the Partnership, and each of the Protected Partners.

8.2 Waiver. Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 4 hereof. Such a waiver shall be effective only if obtained in writing from the affected Protected Partner.

ARTICLE 9

MISCELLANEOUS

9.1 Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

9.2 Assignment. No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

9.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

9.4 Modification; Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The

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rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

9.5 Representations and Warranties Regarding Authority; Noncontravention.

9.5.1 Representations and Warranties of the REIT and the Partnership. Each of the REIT and the Partnership has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially adversely affect the performance by the Partnership and the REIT of their obligations hereunder.

9.5.2 Representations and Warranties of the Protected Partners. Each of the Protected Partners has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the Protected Partners and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the Protected Partners. This Agreement has been duly executed and delivered by each of the Protected Partners and constitutes a valid and binding obligation of each of the Protected Partners.

9.6 Captions. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

9.7 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier number specified below:

(i) if to the Partnership or the REIT, to:

c/o QTS Realty Trust, Inc.

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12851 Foster Street, Suite 205

Overland Park, Kansas 66213

Attention: General Counsel

Facsimile: (913) 814-7766

(i) if to a Protected Partner, to the address on file with the Partnership.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

9.8 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

9.9 Governing Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of Delaware, without regard to the choice of law provisions thereof.

9.10 Consent to Jurisdiction; Enforceability.

9.10.1 This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of the State of Kansas. For such purpose, each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

9.10.2 Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

9.11 Severability. If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

9.12 Costs of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.

9.13 Subordination to Payments Under Credit Agreement. In the event that under the Second Amended and Restated Credit Agreement dated as of May 1, 2013, by and among the Partnership, KeyBank, and the other lenders that are or should become parties thereto (the “Credit Agreement”), the “obligations” (as defined in the Credit Agreement) of the Partnership shall have been accelerated pursuant to Section 12.1 of the Credit Agreement, the rights of the Protected Partners to

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any further payments under this Agreement shall be subordinated to the prior payment in full of the “obligations” of the Partnership that have been accelerated.

[Signature page follows.]

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IN WITNESS WHEREOF, the REIT, the Partnership, and the Protected Partners have caused this Agreement to be signed by their respective officers (or general partners) thereunto duly authorized all as of the date first written above.

QTS REALTY TRUST, INC., a Maryland corporation
By:
	Name: Title:
QUALITYTECH, LP, a Delaware limited partnership
By:	QTS REALTY TRUST, INC., its sole General Partner
	By:
	Name:         Title:
CHAD L. WILLIAMS, for himself and on behalf of all other Protected Partners:

SCHEDULES AND EXHIBITS TO THE TAX PROTECTION AGREEMENT*

Schedule 2.1(a)	List of Protected Partners
Schedule 2.1(b)	Protected Properties and Estimated Initial Protected Gain for Protected Partners
Schedule 3.1	Minimum Liability Amount
Schedule 3.2	Partner Guarantors and Guaranteed Debt
Schedule 3.7	Form of Guarantee Agreement
Schedule B	Partner Scheduled Guarantee Amount

* The Company agrees to furnish, supplementally, a copy of omitted Schedules and Exhibits upon request.

EX-10.20

Exhibit 10.20

[Execution Copy]

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

(Effective as of May 27, 2010)

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

(Effective as of May 27, 2010)

QualityTech, LP, a Delaware limited partnership (the “Partnership”), hereby adopts its 2010 Equity Incentive Plan (the “Plan”) as follows:

1. PURPOSE

The Plan is intended to enhance the Partnership’s ability to attract and retain highly qualified officers, key employees, and other persons, and to motivate such officers, key employees, and other persons to serve the Partnership and its Affiliates and to expend maximum effort to improve the business results and earnings of the Partnership, by providing to such officers, key employees and other persons an opportunity to acquire or increase a direct or indirect proprietary interest in the operations and future success of the Partnership. To this end, the Plan provides for the grant of unit options, restricted units and profits interests, as provided herein.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1 “Affiliate” means, with respect to the Partnership, any entity which (i) the Partnership controls, (ii) controls the Partnership, or (iii) is under common control with the Partnership.

2.2 “Award Agreement” with respect to Options and Restricted Partnership Units means the written agreement between the Partnership and a Grantee that evidences and sets out the terms and conditions of such Grant; and with respect to Profits Interests means the written agreement between Employee Pool and a Grantee that evidences and sets out the terms and conditions of such Grant.

2.3 “Board” means the Board of Directors of the General Partner.

2.4 “Cause” means the Grantee’s: (A) gross negligence, willful misconduct, fraud or dishonesty in connection with the performance of his duties to the Partnership or an Affiliate; (B) conviction, plea of nolo contendere or other adjudication of guilt of a criminal offense (other than minor traffic offenses); or (C) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-solicitation or non-competition agreement, if any, between the Service Provider and the Partnership or an Affiliate.

2.5 “Change of Control” means (i) prior to an IPO, any transaction pursuant to which ownership of at least a majority of the combined voting power of the Partnership’s then outstanding voting securities is transferred (through merger, transfer of Units or other similar transaction) to persons or entities other than any Incumbent Partner, and (ii) following an IPO, Change of Control means:

(A) Any “person” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Partnership, any Incumbent Partner, any trustee or other fiduciary holding securities under any employee benefit plan of the Partnership or any corporation owned, directly or indirectly, by the Partners of the Partnership in substantially the same proportion as their ownership of interests in the Partnership), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Partnership representing 50% or more of the then combined voting power of the Partnership’s then outstanding voting securities;

(B) During any period of twelve consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Partnership to effect a transaction described in clause (A), (C) or (D) hereof) whose election by the Board or nomination for election by the General Partner’s equityholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or actual threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(C) The Partners of the Partnership approve a merger or consolidation of the Partnership with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Partnership (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Partnership outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Partnership or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Partnership (or similar transaction) in which no “person” (as defined above) is or becomes the

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beneficial owner, directly or indirectly, of securities of the Partnership representing 50% or more of the then combined voting power of the Partnership’s then outstanding voting securities; or

(D) The consummation of the sale or disposition by the Partnership of all or substantially all of the Partnership’s assets (or any transaction or series of transactions within a period of twelve months ending on the date of the last sale or disposition having a similar effect).

For the avoidance of doubt, an IPO shall not constitute a Change of Control and no reorganization of the Partnership in contemplation of an IPO shall constitute a Change of Control.

2.6 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.7 “Committee” means a committee created pursuant to Section 3.2.

2.8 “Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months.

2.9 “Effective Date” means May 26, 2010, the date the Plan is approved by the Board.

2.10 “Employee Pool” means QualityTech Employee Pool LLC, a Delaware limited liability company formed for purposes of implementing the Plan with respect to Profits Interests.

2.11 “Employee Pool Unit” means an Employee Pool Class A Unit, Employee Pool Class RS Unit or Employee Pool Class O Unit, each as defined in the LLC Agreement and which represents an indirect interest in a Class A Unit, Class O Unit or RS Unit, respectively, and each of which is intended to meet the requirements of Revenue Procedure 93-27 to be classified only as an interest in the profits of the Employee Pool at the time of grant and not as an interest in the capital of Employee Pool.

2.12 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.13 “Fair Market Value” with respect to any asset or property other than Partnership Units and Employee Pool Units means the fair market value as determined by the Board in good faith; and with respect to Partnership Units and Employee Pool Units, respectively, means the amount a holder of such interest would be entitled to receive if the assets of the Partnership or Employee Pool, as

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applicable, were sold for their fair market value following which the Partnership or Employee Pool were to pay all of its outstanding liabilities and the remaining proceeds were to be distributed to the partners or members of the Partnership or Employee Pool, respectively, in accordance with the terms of the Partnership Agreement and the LLC Agreement, as determined by the Board in good faith and taking account of such factors as deemed appropriate by the Board, including the classification and relative rights and preferences of such interests.

2.14 “Family Member” means (i) a person who is a spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), (ii) a trust in which any one or more these persons have 100% of the beneficial interest, (iii) a foundation in which any one or more of these persons (or the Grantee) control the management of assets, and (iv) any other entity in which one or more these persons (or the Grantee) own 100% of the voting interests; provided, however, that to the extent required by applicable law, the term Family Member shall be limited to a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, mother-in-law, father-in-law, son-in-law, daughter-in-law, brothers, sister, brother-in-law, sister-in-law, including adoptive relationships of the Grantee or a trust or foundation for the exclusive benefit of any one or more of these persons.

2.15 “General Partner” has the meaning given such term in the LP Agreement.

2.16 “Grant” means an award of an Option, Restricted Unit or Profits Interest under the Plan.

2.17 “Grant Date” means, as determined by the Committee, the latest to occur of (i) the date as of which the Committee approves a Grant, (ii) the date on which the recipient of a Grant first becomes eligible to receive a Grant under Section 5 hereof, or (iii) such other date as may be specified by the Committee.

2.18 “Grantee” means a Service Provider to whom a Grant is made under the Plan.

2.19 “Incumbent Partner” means each of the persons or entities who are Partners of the Partnership as of the Effective Date (and each of their respective permitted transferees as provided under Section XI of the LP Agreement).

2.20 “IPO” has the meaning assigned to such term in the LP Agreement.

2.21 “LLC Agreement” means the operating agreement of Employee Pool, as the same may be amended, modified or supplemented from time to time.

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2.22 “LP Agreement” means the Third Amended and Restated Agreement of Limited Partnership of QualityTech, LP, as amended, modified or supplemented from time to time.

2.23 “Manager” means the managing member of Employee Pool, who shall be Chad L. Williams for so long as he serves as chief executive officer of the General Partner, and thereafter shall be the chief executive officer of the General Partner.

2.24 “Option” means an option to purchase one or more Partnership Units.

2.25 “Option Price” means the purchase price for each Partnership Unit subject to an Option.

2.26 “Partner” means a holder of any class of Partnership Units.

2.27 “Partnership” means QualityTech, LP.

2.28 “Partnership Unit” has the meaning assigned to such term in the LP Agreement.

2.29 “Plan” means this QualityTech, LP 2010 Equity Incentive Plan.

2.30 “Profits Interest” means a grant under the Plan intended to meet the requirements of Revenue Procedure 93-27 to be classified only as an interest in the profits of Partnership at the time of grant and not as an interest in the capital of the Partnership and granted in accordance with Sections 3(b) and 11 of the Plan.

2.31 “Restricted Partnership Units” means Partnership Units awarded to a Grantee pursuant to Section 9 hereof.

2.32 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

2.33 “Service” means service as an employee, officer, director or other Service Provider of the Partnership or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be an employee, officer, director or other Service Provider of the Partnership or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Committee, which determination shall be final, binding and conclusive.

2.34 “Service Provider” means an employee, officer or director of the Partnership or an Affiliate, or a consultant, adviser, or other individual which provides services to the Partnership or an Affiliate.

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3. ADMINISTRATION OF THE PLAN

3.1 Authority of the Board.

The Board shall administer the Plan consistent with the LP Agreement and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Grant or any Award Agreement (regardless of whether such Grant or award is made directly or indirectly pursuant to Sections 3.3(b) and 11), and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Grant or any Award Agreement. The interpretation and construction by the Board of any provision of the Plan, any Grant or any Award Agreement shall be final, binding and conclusive.

3.2 Delegation to Committee.

The Board from time to time may delegate to one or more Committees such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and in other applicable provisions, as the Board shall determine, consistent with the LP Agreement and applicable law. In the event that the Plan, any Grant or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken by or such determination may be made by the applicable Committee if the power and authority to do so has been delegated to the Committee by the Board. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive.

3.3 Grants.

(a) Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to:

(i) designate Grantees,

(ii) determine the type or types of Grants to be made,

(iii) determine the number and class of Partnership Units and Employee Pool Units to be subject to a Grant,

(iv) establish the terms and conditions of each Grant (including, but not limited to, the Option Price of any Option and the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of a Grant and the Partnership Units and/or Employee Pool Units subject thereto),

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(v) prescribe the form of each Award Agreement evidencing a Grant, and

(vi) amend, modify, or supplement the terms of any outstanding Grant.

Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to modify Grants to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom. As a condition to any Grant, the Board shall have the right, in its discretion, to require Grantees to return any Grants previously awarded under the Plan. Subject to the terms and conditions of the Plan, any such subsequent Grant shall be upon such terms and conditions as are specified by the Board at the time the new Grant is made. The Board shall have the right, in its discretion, to make Grants in substitution or exchange for any other grant under another plan of the Partnership, any Affiliate, or any business entity to be acquired by the Partnership or an Affiliate. Furthermore, as determined by the Board, the applicable Award Agreement may provide for immediate expiration or annulment of a Grant if the Grantee is an employee of the Partnership or an Affiliate thereof and is terminated for Cause.

(b) Employee Pool has been established for the sole purpose of holding Class O LTIP Units and Class RS LTIP Units issued to Employee Pool upon the Grant of a Profits Interest under the Plan (and any Class A Units subsequently issued with respect thereto in accordance with the terms and conditions of the LP Agreement). Except as otherwise approved by the Board pursuant to subsection (c) below, Grants of Profits Interests under the Plan shall consist of indirectly awarded interests to eligible Grantees. Upon a Grant of a Profits Interest under the Plan, the Partnership shall issue to Employee Pool such number and class of Partnership Units as is determined by the Board, and the Board shall direct Employee Pool to issue to the Grantee a corresponding number and class of Employee Pool Units and enter into an Award Agreement with the Grantee evidencing such ownership interests in Employee Pool, with the rights, terms, conditions and restrictions (including, but not limited to, vesting and forfeiture) set forth in the Plan and such Award Agreement, the LLC Agreement and corresponding to the rights, terms, conditions and restrictions applicable to such Partnership Units. For the avoidance of doubt, Employee Pool Units shall be subject to terms and conditions set forth in the Plan and related Award Agreement. For all purposes of this Plan, Grantees shall not be considered Partners (instead being members of Employee Pool).

(c) If approved by the Board and subject to the LP Agreement, the Partnership may also issue direct grants under the Plan in the form of Restricted Partnership Units in accordance with Section 9 or Options to acquire Partnership Units in accordance with Section 8.

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3.4 No Liability.

Neither the Board, nor any officer or director of the General Partner or member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Grant or Award Agreement.

4. UNITS SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 15 hereof, the number of Partnership Units available for issuance under the Plan (and the number of Employee Pool Units available for issuance under the Plan) shall be One Million One Hundred Eighty Thousand (1,180,000). If any Partnership Units covered by a Grant are not issued or are forfeited, or if a Grant otherwise terminates without delivery of any Partnership Units subject thereto, and in either case where the Participant has received no benefits of ownership with respect to such forfeited or terminated Grant then the number of Partnership Units counted against the aggregate number of Partnership Units available under the Plan with respect to such Grant shall, to the extent of any such forfeiture or termination, again be available for making Grants under the Plan.

5. GRANT ELIGIBILITY

Grants may be made under the Plan to any employee, officer or director of, or other Service Provider providing services to, the Partnership or any Affiliate, subject to applicable law. To the extent required by applicable law, Grants within certain states or provinces may be limited to employees and officers or employees, officers and directors. An eligible person may receive more than one Grant, subject to such restrictions as are provided herein.

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6. AWARD AGREEMENT

Each Grant pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine, which specifies the number and terms of Partnership Units and/or Employee Pool Units subject to the Grant. Award Agreements with respect to Grants granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan, the LP Agreement and the LLC Agreement.

7. TERMS AND CONDITIONS OF OPTIONS

7.1 Option Price.

The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such Option. The Option Price shall be not less than the Fair Market Value of a Partnership Unit on the Grant Date.

7.2 Vesting.

Subject to Sections 7.3 and 17.3 hereof, each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Board and stated in the Award Agreement. The Board may provide, for example, in the Award Agreement for (i) accelerated exercisability of the Option in the event the Grantee’s Service terminates on account of death, Disability or another event, (ii) expiration of the Option prior to its term in the event of the termination of the Grantee’s Service, (iii) immediate forfeiture of the Option in the event the Grantee’s Service is terminated for Cause or (iv) unvested Options to be exercised subject to the Partnership’s right of repurchase with respect to unvested Partnership Units. For purposes of this Section 7.2, fractional numbers of Partnership Units subject to an Option shall be rounded down to the next nearest whole number.

7.3 Term.

Each Option granted under the Plan shall terminate, and all rights to purchase Partnership Units thereunder shall cease, upon the expiration of ten years from the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such Option.

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7.4 Exercise of Options on Termination of Service.

Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service. Such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

7.5 Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the Partnership, or after ten years following the Grant Date, or after the occurrence of an event referred to in Section 15 hereof which results in termination of the Option.

7.6 Exercise Procedure.

An Option that is exercisable may be exercised by the Grantee’s delivery to the Partnership of written notice of exercise on any business day, at the Partnership’s principal office, on the form specified by the Partnership. Such notice shall specify the number of Partnership Units with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the Partnership Units for which the Option is being exercised. The minimum number of Partnership Units with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 Partnership Units or such lesser number set forth in the applicable Award Agreement and (ii) the maximum number of Partnership Units available for purchase under the Option at the time of exercise. The Option Price shall be payable in a form described in Section 10.

7.7 Right of Holders of Options.

Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a Partner under the LP Agreement until the Partnership Units covered thereby are fully paid and issued to such individual and such individual has executed the LP Agreement or such other documents required by the General Partner.

8. TRANSFERABILITY OF OPTIONS

8.1 Transferability of Options.

Except as provided in Section 8.2, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s

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guardian or legal representative) may exercise an Option. Except as provided in Section 8.2, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will, or the laws of descent and distribution.

8.2 Family Transfers.

If authorized in the applicable Award Agreement and subject to applicable law, a Grantee may transfer, not for value, all or part of an Option to any Family Member. For the purpose of this Section 8.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which 100 percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 8.2, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Partnership Units acquired pursuant to the Option shall be subject to the same restrictions on transfer of Partnership Units as would have applied to the Grantee. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.2 or by will, or the laws of descent and distribution. The events of termination of Service under an Option shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified in the applicable Award Agreement, and the Partnership Units may be subject to repurchase by the Partnership or its assignee.

9. RESTRICTED PARTNERSHIP UNITS

9.1 Grant of Restricted Partnership Units.

The Board may from time to time grant Restricted Partnership Units to persons eligible to receive Grants under Section 5.1 hereof, subject to such restrictions, conditions and other terms, if any, as the Board may determine. Grants of Restricted Partnership Units may be made for no consideration.

9.2 Restrictions.

At the time a Grant of Restricted Partnership Units is made, the Board may, in its sole discretion, establish a period of time (a “restricted period”) applicable to such Restricted Partnership Units. Each Grant of Restricted Partnership Units may be subject to a different restricted period. The Board may, in its sole discretion, at the time a grant of Restricted Partnership Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of Partnership or individual performance objectives, which may be

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applicable to all or any portion of the Restricted Partnership Units. Restricted Partnership Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed except with the consent of the Board.

9.3 Rights of Holders of Restricted Partnership Units.

Except as otherwise approved by the Board and specified in an Award Agreement, holders of Restricted Partnership Units shall not have the right to vote such Partnership Units. The Board may provide that any distributions by the Partnership on Restricted Partnership Units must be reinvested in Partnership Units, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Partnership Units. All distributions, if any, other than tax distributions received by or otherwise distributable to a Grantee with respect to Restricted Partnership Units shall be subject to the restrictions applicable to the original Grant.

9.4 Termination of Service.

Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Partnership Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Partnership Units, the Grantee shall have no further rights with respect to such Grant, including but not limited to any right to vote Restricted Partnership Units or any right to receive distributions with respect to Restricted Partnership Units.

10. FORM OF PAYMENT

10.1 General Rule.

Payment of the Option Price for the Partnership Units purchased pursuant to the exercise of an Option or payment of the Purchase Price for Restricted Partnership Units shall be made in cash or in cash equivalents acceptable to the Partnership.

10.2 Surrender of Partnership Units.

To the extent the Award Agreement so provides and subject to applicable law, payment of the Option Price for Partnership Units purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Partnership Units may be made all or in part through the tender to the Partnership of Partnership Units which shall be valued at their Fair Market Value on the date of exercise.

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10.3 Promissory Note.

To the extent the Award Agreement so provides, payment of the Option Price for Partnership Units purchased pursuant to the exercise of an Option may be made all or in part with a full recourse promissory note executed by the Grantee. The interest rate and other terms and conditions of such note shall be determined by the Board. The Board may require that the Grantee pledge the Partnership Units subject to the Grant for the purpose of securing payment of the note. In no event shall ownership certificate(s) representing the Partnership Units be released to the Grantee until such note is paid in full.

11. PROFITS INTERESTS

The Board may from time to time grant Profits Interests which shall be made to Employee Pool and direct Employee Pool to issue Employee Pool Units to persons eligible to receive Grants under Section 5.1 hereof, subject to such restrictions, conditions and other terms, if any, as the Board may determine. The terms and conditions of any Grant of Profits Interests to Employee Pool and of the grant of Employee Pool Units to a Grantee need not be the same with respect to other Grants. Profits Interests may be granted either as unrestricted or as restricted and may be subject to such terms regarding vesting and forfeiture as determined by the Board. Except as otherwise provided in the applicable Award Agreement, Profits Interests and Employee Pool Units shall be non-voting. Unless otherwise provided in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Profits Interests or Employee Pool Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited, and upon termination of Service for Cause, all Profits Interests and Employee Pool Units, whether or not vested, shall be so forfeited. Upon forfeiture of Profits Interests and/Employee Pool Units, the Grantee shall have no further rights with respect to such Grant, including but not limited to any right to receive distributions with respect to such interests and Employee Pool shall have no further rights with respect to the related grant of Profits Interests.

12. GRANTS NONTRANSFERABLE

Except as provided in Section 8.2 with respect to Options, no Grants (including any Partnership Units or Employee Pool Units issued with respect thereto) shall be assignable or transferable by Employee Pool or any Grantee, other than by will, or the laws of descent and distribution. Except as provided otherwise in any Award Agreement, any such transfer shall be void and unenforceable against Employee Pool, the Partnership and Affiliates of any of them.

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13. WITHHOLDING TAXES

The Partnership, Employee Pool or any Affiliate of any of them, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to a Grant, upon the issuance of any Employee Pool Units or Partnership Units upon the exercise of an Option or otherwise pursuant to a Grant. At the time of such vesting, lapse or exercise, the Grantee shall pay to Employee Pool, the Partnership or such Affiliate, as the case may be, any amount that the Partnership, Employee Pool or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to applicable law and to the prior approval of the Board, Employee Pool or such Affiliate, which may be withheld by the applicable entity in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Partnership, Employee Pool or such Affiliate to withhold Employee Pool Units or Partnership Units otherwise issuable to the Grantee or (ii) by delivering to the Partnership, Employee Pool or such Affiliate, Employee Pool Units or Partnership Units already owned by the Grantee. Any Employee Pool Units or Partnership Units so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations, determined as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 13 may satisfy his or her withholding obligation only with Employee Pool Units or Partnership Units that are not subject to any forfeiture, unfulfilled vesting, or other similar requirements.

14. LP AGREEMENT AND LLC AGREEMENT

All Grants issued pursuant to the Plan shall be subject in all cases to the related Award Agreements, and the provisions of the Plan, the LP Agreement and the LLC Agreement, if applicable, the terms and conditions of each of which are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein or therein, the LP Agreement shall govern and prevail, and then in decreasing order of seniority, this Plan the related Award Agreement and lastly the LLC Agreement.

15. 83(B) ELECTION

Unless the Board determines otherwise, as a condition subsequent to any Grant of any Option or Restricted Partnership Unit, the Grantee will be required to (i) become a party to the LP Agreement and (ii) make a timely, valid election under Section 83(b) of the Code. Unless the Board determines otherwise, as a condition subsequent to the grant of a Profits Interest, the Grantee will be required to (i) become a party to the LLC Agreement and (ii) make a timely, valid election under Section 83(b) of the Code, and Employee Pool will be required to (x) become a party to the LP Agreement and (y) make a timely, valid election under Section 83(b) of the Code.

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16. REQUIREMENTS OF LAW

16.1 General.

The Partnership and Employee Pool shall not be required to sell or issue any Employee Pool Units or Partnership Units under any Grant if the sale or issuance of such Employee Pool Units or Partnership Units would constitute a violation by the Grantee, any other individual exercising a right emanating from such Grant, the Partnership or Employee Pool of any provision of any law or regulation of any governmental authority, including without limitation any federal or state or provincial securities laws or regulations. If at any time the Board shall determine, in its discretion, that the listing, registration or qualification of any Employee Pool Units or Partnership Units subject to a Grant upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase thereof, no Employee Pool Units or Partnership Units may be issued or sold to the Grantee, Employee Pool or any other individual exercising an Option pursuant to such Grant unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board, and any delay caused thereby shall in no way delay or otherwise affect the scheduled date of termination of the Grant. Specifically, in connection with the Securities Act, upon the exercise of any right emanating from such Grant, unless a registration statement under the Securities Act is in effect with respect to the Employee Pool Units or Partnership Units covered by such Grant, neither the Partnership nor Employee Pool shall be required to sell or issue such Employee Pool Units or Partnership Units unless the Board has received evidence satisfactory to it that the Grantee, Employee Pool or any other individual exercising an Option may acquire such Employee Pool Units or Partnership Units pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Partnership shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of Employee Pool Units or Partnership Units pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the Employee Pool Units or Partnership Units covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

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16.2 Financial Information.

Unless required by applicable law, the Partnership and Employee Pool shall be under no obligation to furnish to Grantees any financial information regarding the Partnership’s or Employee Pool’s financial condition and results of operations.

17. EFFECT OF CHANGES IN CAPITALIZATION

17.1 Changes in Units.

In the event of any increase or decrease in the number of Partnership Units on account of any recapitalization, reclassification, split in Partnership Units, reverse split, combination or exchange of Partnership Units or other extraordinary distribution payable in securities of the Partnership, or other increase or decrease in Partnership Units effected without receipt of consideration by the Partnership occurring after the Effective Date (any such event hereafter referred to as a “Partnership Event”), the Board shall make such equitable adjustments in the number of Partnership Units for which Grants may be made under the Plan as it shall determine in its discretion to be appropriate and necessary. In addition, subject to the exception set forth in the last sentence of Section 17.4, the Board, in its sole discretion, may make such adjustments to the number of Employee Pool Units and Partnership Units for which Grants are outstanding as it shall determine to be equitable, necessary and appropriate to reflect such Partnership Event to prevent the diminution or enlargement of the benefits intended by any such outstanding Grant. The conversion of any convertible securities of the Partnership (including conversion of any Class O LTIP Units or Class RS LTIP Units) shall not be treated as an increase in Partnership Units effected without receipt of consideration.

17.2 Reorganization in Which the Partnership Is the Surviving Entity and in Which No Change of Control Occurs.

Subject to the exception set forth in the last sentence of Section 17.4, if the Partnership shall be the surviving entity in any reorganization, merger, or consolidation of the Partnership with one or more other entities and in which no Change of Control occurs, any Option theretofore granted pursuant to the Plan shall pertain to and apply solely to the Partnership Units to which a holder of the number of Partnership Units subject to such Option would have been entitled immediately following such reorganization, merger, or consolidation with a corresponding proportionate adjustment of the Option Price per Partnership Unit so that the aggregate Option Price thereafter shall be the same as the aggregate Option Price of the Partnership Units remaining subject to the Option immediately prior to such reorganization, merger, or consolidation.

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17.3 Reorganization, Sale of Assets or Sale of Partnership Units Which Involves a Change of Control.

Subject to the exception set forth in the last sentence of Section 17.4, and except as provided otherwise in the applicable Award Agreement, in the event of a Change of Control either: (i) fifteen days prior to the scheduled consummation of a Change of Control, all Options outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen days, or (ii) the Board may elect, in its sole discretion, to cancel any outstanding Options and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting in good faith and which maybe zero) equal to the product of the number of Partnership Units subject to the Option (the “Option Units”) multiplied by the amount, if any, by which (I) the formula or fixed price per Partnership Unit paid to holders of Partnership Units pursuant to such transaction exceeds (II) the Option Price applicable to such Option Units.

With respect to the Partnership’s establishment of an exercise window, (x) any exercise of an Option during such fifteen-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (y) upon consummation of any Change of Control, the Plan and all outstanding but unexercised Options shall terminate. The Board shall send written notice of an event that will result in such a termination to all individuals who hold Options not later than the time at which the Partnership gives notice thereof to its Partners.

17.4 Adjustments.

Adjustments under Section 17 related to Employee Pool Units and Partnership Units shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional Employee Pool Units or Partnership Units or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Employee Pool Unit or Partnership Unit. The Board may provide in the Award Agreements at the time of Grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to a Grant in place of those described in Section 17.1, 17.2, 17.3 and 17.4.

17.5 No Limitations on Partnership.

The making of Grants pursuant to the Plan shall not affect or limit in any way the right or power of the Partnership to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

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18. DURATION AND AMENDMENTS

18.1 Term of the Plan.

The Effective Date of this Plan is the date of its adoption by the Board. The Plan shall terminate automatically ten (10) years after its adoption by the Board and may be terminated on any earlier date as next provided.

18.2 Amendment and Termination of the Plan.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Partnership Units as to which Grants have not been made. No such amendment to the Plan shall be contingent on approval of the Partners except to the extent required by applicable law, regulations or rules. No Grants shall be made after the termination of the Plan. No amendment that would materially adversely impair the economic rights to be delivered under any Grant theretofore awarded under the Plan shall be effective without the Grantee’s consent; provided, that such consent shall not be required with respect to an amendment made to conform the Plan to the LP Agreement, as currently in effect or as such agreement may subsequently be amended.

19. GENERAL PROVISIONS

19.1 Disclaimer of Rights.

No provision in the Plan or in any Grant or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Partnership or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Partnership or any Affiliate either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Partnership or any Affiliate. The Plan shall in no way be interpreted to require the Partnership to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any participant or beneficiary under the terms of the Plan. Nothing in the Plan or any Award Agreement shall require the consent of any holder of any Grant, Partnership Unit or Employee Pool Unit issued hereunder to any amendment to the LP Agreement or the LLC Agreement.

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19.2 Nonexclusivity of the Plan.

The adoption of the Plan shall not be construed as creating any limitations upon the right and authority of the Partnership or the Board to adopt such other incentive plans or compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Partnership or the Board in its discretion determines desirable, including, without limitation, the granting of options otherwise than under the Plan.

19.3 Captions.

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

19.4 Other Award Agreement Provisions.

Each Grant awarded under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.

19.5 Number and Gender.

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

19.6 Investment Representation.

The Board may require, as a condition of receiving any Grant under the Plan, that the Grantee furnish to the Partnership and Employee Pool such written representations and information as the Board deems appropriate to permit the Partnership or Employee Pool, in light of the existence or nonexistence of an effective registration statement under the Securities Act, to deliver Employee Pool Units or Partnership Units in compliance with the provisions of the Securities Act.

19.7 Funding of Plan.

The Plan shall be unfunded. Neither the Grantees nor any other persons shall have any interest in any fund or in any specific asset or assets of the Partnership, Employee Pool or any other entity by reason of any Grant. The interests of each Grantee and former Grantee hereunder are unsecured and shall be subject to the general creditors of the Partnership and Employee Pool.

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19.8 Nonguarantee of Employment or Consulting Relationship.

Nothing contained in the Plan shall be construed as a contract of employment or as a consulting contract between the Partnership or any Affiliate and any employee or Service Provider, as a right of any employee or Service Provider to be continued in the employment of or in a consulting relationship with the Partnership or any Affiliate, or as a limitation on the right of the Partnership or any Affiliate to discharge any of its employees or Service Providers, at any time, with or without cause.

19.9 Notices.

Each notice relating to the Plan shall be in writing and delivered in person or by certified mail to the proper address. All notices to the Partnership, the Board, Employee Pool or the Manager shall be addressed to such person with a copy to the Board at its then principal headquarters. All notices to Grantees, former Grantees, beneficiaries or other persons acting for or on behalf of such persons shall be addressed to such person at the last address for such person maintained in the Partnership’s records.

19.10 Severability.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

19.11 Governing Law.

The validity and construction of this Plan and the instruments evidencing the Grants awarded hereunder shall be governed by the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Grants awarded hereunder to the substantive laws of any other jurisdiction.

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20. EXECUTION

To record the adoption of the Plan by the Partnership as of May 27, 2010, the General Partner has caused its authorized officer to execute the Plan.

QUALITYTECH, LP
By:	QualityTech GP, LLC,
	Its General Partner
By:	/s/ Chad L. Williams
Title:	Chief Executive Officer and Chairman

EX-10.21

Exhibit 10.21

AMENDMENT NO. 1

TO

QUALITYTECH, LP 2010 EQUITY INCENTIVE PLAN

QUALITYTECH, LP, a Delaware limited partnership (the “Partnership”), hereby adopts this AMENDMENT NO. 1 (this “Amendment”) to QUALITYTECH 2010 EQUITY INCENTIVE PLAN (the “Plan”) effective as of October 24, 2012. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Plan.

WHEREAS, the Board, acting on behalf of the General Partner in its capacity as sole general partner of the Partnership, adopted the Plan on May 26, 2012.

WHEREAS, the General Partner now desires to amend the Plan to increase the number of Partnership Units available for issuance under the Plan (and the number of Employee Pool Units available for issuance under the Plan) from 1,180,000 to 2,077,500.

NOW THEREFORE, pursuant to Section 18.2 of the Plan, the Plan hereby is amended as follows:

1. Amendment. The first sentence of Section 4 of the Plan is deleted in its entirety and replaced with the following new sentence:

“Subject to adjustment as provided in Section 17 hereof, the number of Partnership Units available for issuance under the Plan (and the number of Employee Pool Units available for issuance under the Plan) shall be Two Million Two Hundred Fifty Thousand (2,250,000).”

2. Plan in Full Force and Effect. After giving effect to this Amendment and except as expressly amended hereby, the Plan shall in all respects continue in full force and effect.

To record the adoption of this Amendment to the Plan by the Partnership as of October 24, 2012, the General Partner has caused its authorized officer to execute this Amendment.

QUALITYTECH, LP
By:	QualityTech GP, LLC,
	Its General Partner
By:	/s/ Chad L. Williams
Title:	Chief Executive Officer and Chairman

EX-10.22

Exhibit 10.22

Time-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS O UNIT AWARD AGREEMENT

Pursuant to the QualityTech, LP 2010 Equity Incentive Plan (the “Plan”), the Third Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “LP Agreement”) of QualityTech, LP (the “Partnership”), and the Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of QualityTech Employee Pool, LLC (“Employee Pool”), (i) the Grantee named below hereby is granted an award in the form of Class O Units in Employee Pool (herein defined as an “Award” or the “LTIP Units”), and (ii) the Partnership has issued to Employee Pool an identical number of Class O LTIP Units in the Partnership. Upon the close of business on the Final Acceptance Date, if the terms and conditions of the grant set forth in this cover sheet and in the attachment (collectively, the “Agreement”) are accepted, the Grantee shall receive the number of Class O Units in Employee Pool specified below, each having the rights, voting powers, restrictions, vesting limitations, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the LLC Agreement and in the Plan. Any Class A Units of Employee Pool issued upon conversion of your Class O Units are referred to herein as the “Plan Class A Units.”

Name of Grantee:                                         

Grantee’s Social Security Number:             -            -            

Number of Class O Units:                     

Grant Date:                     

Final Acceptance Date:                     

Vesting Schedule: In accordance with the vesting schedule set forth on Exhibit B hereto and the other terms and conditions set forth in this Agreement.

By your signature below, you agree to all of the terms and conditions described herein, and in the LLC Agreement and the Plan, copies of which are attached. You acknowledge that you have carefully reviewed these documents.

Grantee:		Date:
	(Signature)
Employee Pool:		Date:
	(Signature)
Title:

Time-Based Vesting

Attachment

This is not a stock certificate or a negotiable instrument.

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Time-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS O UNIT AWARD AGREEMENT

Operating Agreement	In order to have rights with respect to the LTIP Units granted hereby, you must first sign and deliver a counterpart signature page to the LLC Agreement, a copy of which is attached as Exhibit A. Upon such execution and delivery, you will become a member of Employee Pool, subject to the restrictions and conditions set forth in the LLC Agreement.
Vesting of LTIP Units	Subject to the Change of Control provisions herein, your LTIP Units will vest in accordance with the vesting schedule set forth on Exhibit B so long as you continue in Service on the vesting dates set forth on Exhibit B.
	Upon termination of your Service for any reason, the LTIP Units that have not yet vested, and upon termination of your Service for Cause (as defined in the Plan), all of your LTIP Units (whether or not vested) and all of your Plan Class A Units, will, without payment of any consideration, automatically and without notice terminate, be forfeited and be and become null and void, and neither you nor any of your successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units and Plan Class A Units.
Rights of Repurchase	Following termination of your Service for any reason, Employee Pool will have the right to purchase any vested LTIP Units and Plan Class A Units you have acquired or will acquire under this Award. If Employee Pool exercises its right to purchase such interests, it will notify you of its intention to purchase such LTIP Units and/or Plan Class A Units, and will consummate the purchase within one year after your termination of Service.
	If Employee Pool exercises its right to purchase such interests, the purchase price will be the Fair Market Value (as defined in the Plan) of such LTIP Units and/or Plan Class A Units on the date of such purchase.
	Employee Pool may assign or delegate its right to repurchase hereunder to any Person.
	Employee Pool’s right of repurchase will expire upon the consummation of an IPO.

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Put Right	In the event of your death prior to an IPO, your estate will have the right, for one year following the date of your death, to require Employee Pool to purchase at Fair Market Value that number of vested LTIP Units and Plan Class A Units held by you at the date of your death that have an aggregate Fair Market Value on the date of purchase equal to the applicable estate or similar taxes payable in respect of the estate’s receipt of such LTIP Units and Plan Class A Units, or, if greater, the number of vested LTIP Units and Plan Class A Units with an aggregate Fair Market Value on the date of purchase equal to the product of (i) the total estate or similar taxes payable in respect of your estate and (ii) the fraction, the numerator of which is the Fair Market Value of all LTIP Units and Plan Class A Units held by you at the date of your death and the denominator of which is the fair market value of your taxable estate as reported by your estate for federal estate or similar tax purposes.
Change of Control	In the event of a Change of Control (as defined in the Plan) prior to your termination of employment with the Partnership or any of its Affiliates, any outstanding unvested LTIP Units will immediately vest in full.
Distributions	Distributions on the LTIP Units and Plan Class A Units shall be paid, if at all, in accordance with the terms of the LLC Agreement. Class O Units will not be entitled to participate in any distributions made with respect to Plan Class A Units. Upon liquidation, the distributions with respect to any vested Class O Units will be limited to the capital account of the vested Class O Units. No distributions will be made with respect to LTIP Units that do not vest.
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting under the Plan, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.
	The board of directors of the General Partner of the Partnership (the “Board”) administers the Plan and may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan.
Investment Representation; Registration	You hereby make the covenants, representations and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and each Vesting Date (as defined in Exhibit B) and upon each conversion of any of your LTIP Units into Plan Class A Units.

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Time-Based Vesting

	All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Partnership and Employee Pool upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or has, as a result of changes in circumstances, become false. Neither the Partnership nor Employee Pool will have any obligation to register under the Securities Act any LTIP Units or Plan Class A Units or any other securities issued upon conversion of the LTIP Units.
Section 83(b) Election	You hereby agree to make an election to include in gross income, in the year of transfer to you, the value of the LTIP Units pursuant to Section 83(b) of the Code substantially in the form attached hereto as Exhibit D (and to provide Employee Pool and your employer a copy of such election as filed by you with the Internal Revenue Service) and to supply the necessary information in accordance with the regulations promulgated thereunder.
	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST YOUR EMPLOYER, THE PARTNERSHIP, EMPLOYEE POOL OR THEIR REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE CONSEQUENCES, ACCURACY AND TIMELINESS OF SUCH FILING.
Amendment and Adjustments	You acknowledge that the Plan may be amended or discontinued and that this Agreement may be amended or canceled by Employee Pool for the purpose of satisfying changes in law or for any other lawful purpose. You acknowledge that the LTIP Units and Plan Class A Units issued to you are subject to the terms of the Plan and the LLC Agreement, including the adjustment provisions of Section 17 of the Plan.
Withholding Taxes	You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due in connection with the grant or vesting of the LTIP Units. In the event that the Partnership, Employee Pool or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the LTIP Units, the Partnership, Employee Pool or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Partnership, Employee Pool or an Affiliate, as applicable.

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No Retention Rights	This Agreement and the grant evidenced hereby do not give you the right to be retained by the Partnership or an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Transferability	The LTIP Units and Plan Class A Units may not be transferred or assigned except with the consent of the Board.
The Plan	The text of the Plan is incorporated in this Agreement by reference.
	Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
	This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded.
Data Privacy	In order to administer the Plan, the Partnership, its General Partner ( “General Partner”) and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Partnership, General Partner and Employee Pool to facilitate the administration of the Plan. By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data.
Code Section 409A	It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board as administrator of the Plan. For purposes of this Award, a termination of employment only occurs upon an event that would be a Separation from Service within the meaning of Section 409A.

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Time-Based Vesting

Anti-dilution Adjustments Any numbers contained in this Award Agreement that refer to a specific amount of units or that reflect a “per-unit” calculation, except to the extent that such numbers are as of or prior to the date of this Award Agreement or are used as hypothetical examples, are subject to adjustment upon subdivisions, combinations, reclassifications, unit distributions or similar dilution events with respect to the outstanding units of the Partnership.

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan and the LLC Agreement.

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EXHIBIT A

FORM OF MEMBER SIGNATURE PAGE

The Grantee, desiring to become a member of QualityTech Employee Pool, LLC, hereby accepts all of the terms and conditions of, and becomes a party to, the Limited Liability Company Agreement of Quality Tech Employee Pool, LLC (the “LLC Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the LLC Agreement.

Signature Line for Grantee:

Name:

Date:

Address of Member:

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EXHIBIT B

[VESTING SCHEDULE]

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Time-Based Vesting

EXHIBIT C

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

(a) The Grantee has received and had an opportunity to review the following documents (the “Background Documents”):

(i) The LLC Agreement;

(ii) The Plan; and

(iii) The Award Agreement.

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to Employee Pool LLC and the Partnership prior to the determination by the Board of the suitability of the Grantee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall have been made.

(b) The Grantee hereby represents and warrants that

(i) The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise the Grantee with respect to the grant of LTIP Units and the potential conversion of LTIP Units into Plan Class A Units, has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in Employee Pool and of making an informed investment decision, (II) is capable of protecting the Grantee’s own interest or has engaged representatives or advisors to assist him or her in protecting his or her interests, and (III) is capable of bearing the economic risk of such investment.

(ii) The Grantee understands that (A) the Grantee is responsible for consulting the Grantee’s own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to the Grantee’s particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Partnership, Employee Pool or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides or will provide services to the Partnership and/or its wholly owned Affiliates on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership and Employee Pool, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in Employee Pool and the Partnership involves substantial risks. The Grantee has been given the opportunity to make a

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Time-Based Vesting

thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership, Employee Pool and their activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books pertaining to the Grantee’s receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and Employee Pool, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by Employee Pool, the Partnership and their Affiliates. The Grantee did not receive any tax, legal or financial advice from the Partnership, the General Partner or Employee Pool and, to the extent it deemed necessary, has consulted with the Grantee’s own advisors in connection with the Grantee’s evaluation of the Background Documents and this Agreement and the Grantee’s receipt of LTIP Units.

(iii) The LTIP Units to be issued and the Plan Class A Units issuable upon conversion of the LTIP Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof within the meaning of the Securities Act.

(iv) The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Plan Class A Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Plan Class A Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by Employee Pool on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Plan Class A Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Plan Class A Units and (E) Employee Pool has no obligation or intention to register such LTIP Units or the Plan Class A Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units which are set forth in the Plan, the LLC Agreement or this Agreement, the Grantee may have to bear the economic risk of ownership of the LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units for an indefinite period of time.

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Time-Based Vesting

(v) The Grantee has determined that the LTIP Units are a suitable investment for the Grantee.

(vi) No representations or warranties have been made to the Grantee by the Partnership, Employee Pool, the General Partner or the Manager, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in Employee Pool or the Partnership or the LTIP Units except the information specified in paragraph (ii) above.

(c) So long as the Grantee holds any LTIP Units or Plan Class A Units, the Grantee shall disclose to Employee Pool and the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as Employee Pool and the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to Employee Pool and the Partnership or to comply with requirements of any other appropriate taxing authority.

(d) The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit D. The Grantee agrees to file the election (or to permit Employee Pool, the Partnership or an Affiliate to file such election on the Grantee’s behalf) within thirty (30) days after the Award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his or her personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.

(e) The address set forth on the first page of this Agreement is the address of the Grantee’s principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

(f) The representations of the Grantee as set forth above are true and complete to the best of the information and belief of the Grantee, and Employee Pool shall be notified promptly of any changes in the foregoing representations.

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EXHIBIT D

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned (the “Taxpayer”) hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and social security number of the undersigned:

Name:

Address:

Social Security No. :

2. Description of property with respect to which the election is being made:

The election is being made with respect to              Class O Units (the “LTIP Units”) in QualityTech Employee Pool, LLC, which is taxed as a partnership (the “Partnership”).

3. The date on which the property was transferred is                  , 20    .

4. The taxable year to which this election relates is calendar year 20    .

5. Nature of restrictions to which the property is subject:

(a) The LTIP Units may not be transferred in any manner without the consent of the Partnership.

(b) The LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.

6. The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.

7. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.

8. A copy of this statement has been furnished to the Partnership and to Quality Technology Services, LLC, the company for whom the Taxpayer performs services.

Dated:             , 20    

Name:

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Schedule to Section 83(b) Election -Vesting Provisions of LTIP Units (Class O Units)

The LTIP Units are subject to time-based vesting, subject to acceleration in the event of certain extraordinary transactions. Unvested Class O Units are subject to forfeiture in the event of failure to vest based on the passage of time and the required continued service to the Partnership or its affiliates.

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PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

1. You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your LTIP Units.

2. At the same time you file the election form with the IRS, you must also give a copy of the election form to Employee Pool, LLC and to QualityTech, LP or the Affiliate where you are employed.

3. You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the LTIP Units are granted to you.

15

EX-10.23

Exhibit 10.23

Performance-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS O UNIT AWARD AGREEMENT

Pursuant to the QualityTech, LP 2010 Equity Incentive Plan (the “Plan”), the Third Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “LP Agreement”) of QualityTech, LP (the “Partnership”), and the Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of QualityTech Employee Pool, LLC (“Employee Pool”), (i) the Grantee named below hereby is granted an award in the form of Class O Units in Employee Pool (herein defined as an “Award” or the “LTIP Units”), and (ii) the Partnership has issued to Employee Pool an identical number of Class O LTIP Units in the Partnership. Upon the close of business on the Final Acceptance Date, if the terms and conditions of the grant set forth in this cover sheet and in the attachment (collectively, the “Agreement”) are accepted, the Grantee shall receive the number of Class O Units in Employee Pool specified below, each having the rights, voting powers, restrictions, vesting limitations, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the LLC Agreement and in the Plan. Any Class A Units of Employee Pool issued upon conversion of your Class O Units are referred to herein as the “Plan Class A Units.”

Name of Grantee:                                         

Grantee’s Social Security Number:             -            -            

Number of Class O Units:                     

Grant Date:                     

Final Acceptance Date:                     

Vesting Schedule: In accordance with the vesting schedule set forth on Exhibit B hereto and the other terms and conditions set forth in this Agreement.

By your signature below, you agree to all of the terms and conditions described herein, and in the LLC Agreement and the Plan, copies of which are attached. You acknowledge that you have carefully reviewed these documents.

Grantee:		Date:
	(Signature)
Employee Pool:		Date:
	(Signature)
Title:

Performance-Based Vesting

Attachment

This is not a stock certificate or a negotiable instrument.

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Performance-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS O UNIT AWARD AGREEMENT

Operating Agreement	In order to have rights with respect to the LTIP Units granted hereby, you must first sign and deliver a counterpart signature page to the LLC Agreement, a copy of which is attached as Exhibit A. Upon such execution and delivery, you will become a member of Employee Pool, subject to the restrictions and conditions set forth in the LLC Agreement.
Vesting of LTIP Units	Subject to the Change of Control provisions herein, your LTIP Units will vest in accordance with the vesting schedule set forth on Exhibit B so long as you continue in Service on the vesting dates set forth on Exhibit B and the applicable performance criteria have been satisfied.
	Upon termination of your Service for any reason, the LTIP Units that have not yet vested, and upon termination of your Service for Cause (as defined in the Plan), all of your LTIP Units (whether or not vested) and all of your Plan Class A Units, will, without payment of any consideration, automatically and without notice terminate, be forfeited and be and become null and void, and neither you nor any of your successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units and Plan Class A Units.
Rights of Repurchase	Following termination of your Service for any reason, Employee Pool will have the right to purchase any vested LTIP Units and Plan Class A Units you have acquired or will acquire under this Award. If Employee Pool exercises its right to purchase such interests, it will notify you of its intention to purchase such LTIP Units and/or Plan Class A Units, and will consummate the purchase within one year after your termination of Service.
	If Employee Pool exercises its right to purchase such interests, the purchase price will be the Fair Market Value (as defined in the Plan) of such LTIP Units and/or Plan Class A Units on the date of such purchase.
	Employee Pool may assign or delegate its right to repurchase hereunder to any Person.
	Employee Pool’s right of repurchase will expire upon the consummation of an IPO.

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Performance-Based Vesting

Put Right	In the event of your death prior to an IPO, your estate will have the right, for one year following the date of your death, to require Employee Pool to purchase at Fair Market Value that number of vested LTIP Units and Plan Class A Units held by you at the date of your death that have an aggregate Fair Market Value on the date of purchase equal to the applicable estate or similar taxes payable in respect of the estate’s receipt of such LTIP Units and Plan Class A Units, or, if greater, the number of vested LTIP Units and Plan Class A Units with an aggregate Fair Market Value on the date of purchase equal to the product of (i) the total estate or similar taxes payable in respect of your estate and (ii) the fraction, the numerator of which is the Fair Market Value of all LTIP Units and Plan Class A Units held by you at the date of your death and the denominator of which is the fair market value of your taxable estate as reported by your estate for federal estate or similar tax purposes.
Change of Control	In the event of a Change of Control (as defined in the Plan) prior to your termination of employment with the Partnership or any of its Affiliates, any outstanding unvested LTIP Units will immediately vest in full if and only if the value of General Atlantic’s equity investment in the Partnership as of the Change of Control is at least three times the aggregate amount invested by General Atlantic in the Partnership in its initial investment and warrant exercise.
	Any unvested LTIP Units that do not vest upon a Change of Control (in accordance with the preceding paragraph) shall terminate and expire in full as of the consummation of such Change of Control.
Distributions	Distributions on the LTIP Units and Plan Class A Units shall be paid, if at all, in accordance with the terms of the LLC Agreement. Class O Units will not be entitled to participate in any distributions made with respect to Plan Class A Units. Upon liquidation, the distributions with respect to any vested Class O Units will be limited to the capital account of the vested Class O Units. No distributions will be made with respect to LTIP Units that do not vest.
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting under the Plan, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.
	The board of directors of the General Partner of the Partnership (the “Board”) administers the Plan and may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan.

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Investment Representation; Registration	You hereby make the covenants, representations and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and each Vesting Date (as defined in Exhibit B) and upon each conversion of any of your LTIP Units into Plan Class A Units. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Partnership and Employee Pool upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or has, as a result of changes in circumstances, become false. Neither the Partnership nor Employee Pool will have any obligation to register under the Securities Act any LTIP Units or Plan Class A Units or any other securities issued upon conversion of the LTIP Units.
Section 83(b) Election	You hereby agree to make an election to include in gross income, in the year of transfer to you, the value of the LTIP Units pursuant to Section 83(b) of the Code substantially in the form attached hereto as Exhibit D (and to provide Employee Pool and your employer a copy of such election as filed by you with the Internal Revenue Service) and to supply the necessary information in accordance with the regulations promulgated thereunder.
	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST YOUR EMPLOYER, THE PARTNERSHIP, EMPLOYEE POOL OR THEIR REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE CONSEQUENCES, ACCURACY AND TIMELINESS OF SUCH FILING.
Amendment and Adjustments	You acknowledge that the Plan may be amended or discontinued and that this Agreement may be amended or canceled by Employee Pool for the purpose of satisfying changes in law or for any other lawful purpose.
	You acknowledge that the LTIP Units and Plan Class A Units issued to you are subject to the terms of the Plan and the LLC Agreement, including the adjustment provisions of Section 17 of the Plan.
Withholding Taxes	You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due in connection with the grant or vesting of the LTIP Units. In the event that the Partnership, Employee Pool or an Affiliate, as applicable,

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Performance-Based Vesting

	determines that any federal, state, local or foreign tax or withholding payment is required relating to the LTIP Units, the Partnership, Employee Pool or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Partnership, Employee Pool or an Affiliate, as applicable.
No Retention Rights	This Agreement and the grant evidenced hereby do not give you the right to be retained by the Partnership or an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Transferability	The LTIP Units and Plan Class A Units may not be transferred or assigned except with the consent of the Board.
The Plan	The text of the Plan is incorporated in this Agreement by reference.
	Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
	This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded.
Data Privacy	In order to administer the Plan, the Partnership, its General Partner (the “General Partner”) and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Partnership, the General Partner and Employee Pool to facilitate the administration of the Plan.
	By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data.
Code Section 409A	It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject

6

Performance-Based Vesting

to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board as administrator of the Plan. For purposes of this Award, a termination of employment only occurs upon an event that would be a Separation from Service within the meaning of Section 409A.

Anti-dilution Adjustments

Any numbers contained in this Award Agreement that refer to a specific amount of units or that reflect a “per-unit” calculation, except to the extent that such numbers are as of or prior to the date of this Award Agreement or are used as hypothetical examples, are subject to adjustment upon subdivisions, combinations, reclassifications, unit distributions or similar dilution events with respect to the outstanding units of the Partnership.

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan and the LLC Agreement.

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Performance-Based Vesting

EXHIBIT A

FORM OF MEMBER SIGNATURE PAGE

The Grantee, desiring to become a member of QualityTech Employee Pool, LLC, hereby accepts all of the terms and conditions of, and becomes a party to, the Limited Liability Company Agreement of Quality Tech Employee Pool, LLC (the “LLC Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the LLC Agreement.

Signature Line for Grantee:

Name:

Date:

Address of Member:

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Performance-Based Vesting

EXHIBIT B

[VESTING SCHEDULE]

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Performance-Based Vesting

EXHIBIT C

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

(a) The Grantee has received and had an opportunity to review the following documents (the “Background Documents”):

(i) The LLC Agreement;

(ii) The Plan; and

(iii) The Award Agreement.

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to Employee Pool LLC and the Partnership prior to the determination by the Board of the suitability of the Grantee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall have been made.

(b) The Grantee hereby represents and warrants that

(i) The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise the Grantee with respect to the grant of LTIP Units and the potential conversion of LTIP Units into Plan Class A Units, has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in Employee Pool and of making an informed investment decision, (II) is capable of protecting the Grantee’s own interest or has engaged representatives or advisors to assist him or her in protecting his or her interests, and (III) is capable of bearing the economic risk of such investment.

(ii) The Grantee understands that (A) the Grantee is responsible for consulting the Grantee’s own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to the Grantee’s particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Partnership, Employee Pool or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides or will provide services to the Partnership and/or its wholly owned Affiliates on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership and Employee Pool, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in Employee Pool and the Partnership involves substantial risks. The Grantee has been given the opportunity to make a

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Performance-Based Vesting

thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership, Employee Pool and their activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books pertaining to the Grantee’s receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and Employee Pool, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by Employee Pool, the Partnership and their Affiliates. The Grantee did not receive any tax, legal or financial advice from the Partnership, the General Partner or Employee Pool and, to the extent it deemed necessary, has consulted with the Grantee’s own advisors in connection with the Grantee’s evaluation of the Background Documents and this Agreement and the Grantee’s receipt of LTIP Units.

(iii) The LTIP Units to be issued and the Plan Class A Units issuable upon conversion of the LTIP Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof within the meaning of the Securities Act.

(iv) The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Plan Class A Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Plan Class A Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by Employee Pool on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Plan Class A Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Plan Class A Units and (E) Employee Pool has no obligation or intention to register such LTIP Units or the Plan Class A Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units which are set forth in the Plan, the LLC Agreement or this Agreement, the Grantee may have to bear the economic risk of ownership of the LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units for an indefinite period of time.

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Performance-Based Vesting

(v) The Grantee has determined that the LTIP Units (and any Plan Class A Units issued upon conversion of LTIP Units, as applicable) are a suitable investment for the Grantee.

(vi) No representations or warranties have been made to the Grantee by the Partnership, Employee Pool, the General Partner or the Manager, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in Employee Pool or the Partnership or the LTIP Units or the Plan Class A Units except the information specified in paragraph (ii) above.

(c) So long as the Grantee holds any LTIP Units or Plan Class A Units, the Grantee shall disclose to Employee Pool and the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as Employee Pool and the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to Employee Pool and the Partnership or to comply with requirements of any other appropriate taxing authority.

(d) The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit D. The Grantee agrees to file the election (or to permit Employee Pool, the Partnership or an Affiliate to file such election on the Grantee’s behalf) within thirty (30) days after the Award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his or her personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.

(e) The address set forth on the first page of this Agreement is the address of the Grantee’s principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

(f) The representations of the Grantee as set forth above are true and complete to the best of the information and belief of the Grantee, and Employee Pool shall be notified promptly of any changes in the foregoing representations.

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Performance-Based Vesting

EXHIBIT D

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned (the “Taxpayer”) hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and social security number of the undersigned:

Name:

Address:

Social Security No. :

2. Description of property with respect to which the election is being made:

The election is being made with respect to              Class O Units (the “LTIP Units”) in QualityTech Employee Pool, LLC, which is taxed as a partnership (the “Partnership”).

3. The date on which the property was transferred is                  , 20    .

4. The taxable year to which this election relates is calendar year 20    .

5. Nature of restrictions to which the property is subject:

(a) The LTIP Units may not be transferred in any manner without the consent of the Partnership.

(b) The LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.

6. The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.

7. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.

8. A copy of this statement has been furnished to the Partnership and to Quality Technology Services, LLC, the company for whom the Taxpayer performs services.

Dated:             , 20    

Name:

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Performance-Based Vesting

Schedule to Section 83(b) Election -Vesting Provisions of LTIP Units (Class O Units)

The LTIP Units are subject to both service-based and performance-based vesting, subject to acceleration of vesting (or forfeiture) in the event of certain extraordinary transactions. Unvested Class O Units are subject to forfeiture in the event of failure to vest based on either (i) the passage of time and the required continued service to the Partnership or its affiliates, or (ii) the failure of the affiliated entities to meet the specified performance targets.

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Performance-Based Vesting

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

1. You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your LTIP Units.

2. At the same time you file the election form with the IRS, you must also give a copy of the election form to Employee Pool, LLC and to QualityTech, LP or the Affiliate where you are employed.

3. You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the LTIP Units are granted to you.

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EX-10.24

Exhibit 10.24

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS O UNIT AWARD AGREEMENT

Pursuant to the QualityTech, LP 2010 Equity Incentive Plan (the “Plan”), the Fourth Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “LP Agreement”) of QualityTech, LP (the “Partnership”), and the Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of QualityTech Employee Pool, LLC (“Employee Pool”), (i) the Grantee named below hereby is granted an award in the form of Class O Units in Employee Pool (herein defined as an “Award” or the “LTIP Units”), and (ii) the Partnership has issued to Employee Pool an identical number of Class O LTIP Units in the Partnership. Upon the close of business on the Final Acceptance Date, if the terms and conditions of the grant set forth in this cover sheet and in the attachment (collectively, the “Agreement”) are accepted, the Grantee shall receive the number of Class O Units in Employee Pool specified below, each having the rights, voting powers, restrictions, vesting limitations, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the LLC Agreement and in the Plan. Any Class A Units of Employee Pool issued upon conversion of your Class O Units are referred to herein as the “Plan Class A Units.”

Name of Grantee:                                         

Grantee’s Social Security Number:                     

Number of Class O Units:                     

Grant Date: June 10, 2013

Final Acceptance Date:                     

Vesting Schedule: In accordance with the vesting schedule set forth on Exhibit B hereto and the other terms and conditions set forth in this Agreement.

By your signature below, you agree to all of the terms and conditions described herein, and in the LLC Agreement and the Plan, copies of which are attached. You acknowledge that you have carefully reviewed these documents.

Grantee:		Date:
	(Signature)
Employee Pool:		Date:
	(Signature)
Title:

Attachment

This is not a stock certificate or a negotiable instrument.

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS O UNIT AWARD AGREEMENT

Operating Agreement	In order to have rights with respect to the LTIP Units granted hereby, you must first sign and deliver a counterpart signature page to the LLC Agreement, a copy of which is attached as Exhibit A. Upon such execution and delivery, you will become a member of Employee Pool, subject to the restrictions and conditions set forth in the LLC Agreement.
Vesting of LTIP Units	Subject to the Change of Control provisions herein, your LTIP Units will vest in accordance with the vesting schedule set forth on Exhibit B so long as you continue in Service on the vesting dates set forth on Exhibit B. Upon termination of your Service for any reason, the LTIP Units that have not yet vested, and upon termination of your Service for Cause (as defined in the Plan), all of your LTIP Units (whether or not vested) and all of your Plan Class A Units, will, without payment of any consideration, automatically and without notice terminate, be forfeited and be and become null and void, and neither you nor any of your successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such LTIP Units and Plan Class A Units.
Conversion of LTIP Units	As provided in the LLC Agreement, after your LTIP Units become vested, you may convert them into Plan Class A Units at any time in an amount determined as described below. In addition, the Partnership may require Employee Pool to convert your LTIP Units into Plan Class A Units at any time in an amount determined as described below. When you are issued Plan Class A Units upon conversion of your LTIP Units, the Partnership will issue to Employee Pool an equivalent number of Class A Units of limited partnership interest in the Partnership (“Class A Partnership Units”), which will underlie your newly-issued Plan Class A Units. Class A Partnership Units are the Partnership’s common units, which is the class of units held by the company’s non-LTIP partners. As a general matter, upon conversion of vested LTIP Units pursuant to the LLC Agreement, you will receive Plan Class A Units equal to the product of (i) the number of vested LTIP Units being converted, multiplied by (ii) the ratio of (A) the amount by which the then-current capital account per Class A Partnership Unit exceeds the capital account per Class A Partnership Unit as of the date of issuance of your LTIP Units ($25 per Class O Unit, subject to reduction to reflect distributions that are treated as a reduction in or a return of capital), to (B) the then-current capital account per Class A Partnership Unit (clause (ii), the “Conversion Rate”). In general, the Conversion Rate is intended to reflect the amount by which the capital accounts of the outstanding Class A Partnership Units have increased since the date of

1

	issuance of the LTIP Units being converted. However, there is a risk that your LTIP Units will never become convertible into Plan Class A Units because of insufficient gain realization to result in an increase in capital accounts of Class A Partnership Units. Examples: 1.       If the capital account of an LTIP Unit being converted is $10, the capital account per Class A Partnership Unit is $30, and there have been no distributions constituting a return of capital, then you will receive a number of Plan Class A Units equal to 1/3 of the number of vested LTIP Units being converted. 2.       If the capital account of an LTIP Unit being converted is $5, the capital account per Class A Partnership Unit is $30, and there have been no distributions with respect to Class A Partnership Units constituting a return of capital, then you will receive a number of Plan Class A Units equal to 1/6 of the number of vested LTIP Units being converted.
Rights of Repurchase	Following termination of your Service for any reason, Employee Pool will have the right to purchase any vested LTIP Units and Plan Class A Units you have acquired or will acquire under this Award. If Employee Pool exercises its right to purchase such interests, it will notify you of its intention to purchase such LTIP Units and/or Plan Class A Units, and will consummate the purchase within one year after your termination of Service. If Employee Pool exercises its right to purchase such interests, the purchase price will be the Fair Market Value (as defined in the Plan) of such LTIP Units and/or Plan Class A Units on the date of such purchase. Employee Pool may assign or delegate its right to repurchase hereunder to any Person. Employee Pool’s right of repurchase will expire upon the consummation of an IPO.
Put Right	In the event of your death prior to an IPO, your estate will have the right, for one year following the date of your death, to require Employee Pool to purchase at Fair Market Value that number of vested LTIP Units and Plan Class A Units held by you at the date of your death that have an aggregate Fair Market Value on the date of purchase equal to the applicable estate or similar taxes payable in respect of the estate’s receipt of such LTIP Units and Plan Class A Units, or, if greater, the number of vested LTIP Units and Plan Class A Units with an aggregate Fair Market Value on the date of purchase equal to the product of (i) the total estate or similar taxes payable in respect of your

2

	estate and (ii) the fraction, the numerator of which is the Fair Market Value of all LTIP Units and Plan Class A Units held by you at the date of your death and the denominator of which is the fair market value of your taxable estate as reported by your estate for federal estate or similar tax purposes.
Change of Control	In the event of a Change of Control (as defined in the Plan) prior to your termination of employment with the Partnership or any of its Affiliates, any outstanding unvested LTIP Units will immediately vest in full.
Distributions	Distributions on the LTIP Units and Plan Class A Units shall be paid, if at all, in accordance with the terms of the LLC Agreement. Class O Units will not be entitled to participate in any distributions made with respect to Plan Class A Units. Upon liquidation, the distributions with respect to any vested Class O Units will be limited to the capital account of the vested Class O Units. No distributions will be made with respect to LTIP Units that do not vest.
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting under the Plan, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The board of managers of the General Partner of the Partnership (the “Board”) administers the Plan and may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan.
Investment Representation; Registration	You hereby make the covenants, representations and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and each Vesting Date (as defined in Exhibit B) and upon each conversion of any of your LTIP Units into Plan Class A Units. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Partnership and Employee Pool upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or has, as a result of changes in circumstances, become false. Neither the Partnership nor Employee Pool will have any obligation to register under the Securities Act any LTIP Units or Plan Class A Units or any other securities issued upon conversion of the LTIP Units.

3

Section 83(b) Election	You hereby agree to make an election to include in gross income, in the year of transfer to you, the value of the LTIP Units pursuant to Section 83(b) of the Code substantially in the form attached hereto as Exhibit D (and to provide Employee Pool and your employer a copy of such election as filed by you with the Internal Revenue Service) and to supply the necessary information in accordance with the regulations promulgated thereunder. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST YOUR EMPLOYER, THE PARTNERSHIP, EMPLOYEE POOL OR THEIR REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE CONSEQUENCES, ACCURACY AND TIMELINESS OF SUCH FILING.
Amendment and Adjustments	You acknowledge that the Plan may be amended or discontinued and that this Agreement may be amended or canceled by Employee Pool for the purpose of satisfying changes in law or for any other lawful purpose. You acknowledge that the LTIP Units and Plan Class A Units issued to you are subject to the terms of the Plan and the LLC Agreement, including the adjustment provisions of Section 17 of the Plan.
Withholding Taxes	You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due in connection with the grant or vesting of the LTIP Units. In the event that the Partnership, Employee Pool or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the LTIP Units, the Partnership, Employee Pool or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Partnership, Employee Pool or an Affiliate, as applicable.
No Retention Rights	This Agreement and the grant evidenced hereby do not give you the right to be retained by the Partnership or an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Transferability	The LTIP Units and Plan Class A Units may not be transferred or assigned except with the consent of the Board.

4

The Plan	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded.
Data Privacy	In order to administer the Plan, the Partnership, its General Partner and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Partnership, General Partner and Employee Pool to facilitate the administration of the Plan. By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data.
Code Section 409A	It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board as administrator of the Plan. For purposes of this Award, a termination of employment only occurs upon an event that would be a Separation from Service within the meaning of Section 409A.
Anti-dilution Adjustments	Any numbers contained in this Award Agreement that refer to a specific amount of units or that reflect a “per-unit” calculation, except to the extent that such numbers are as of or prior to the date of this Award Agreement or are used as hypothetical examples, are subject to adjustment upon subdivisions, combinations, reclassifications, unit distributions or similar dilution events with respect to the outstanding units of the Partnership.

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan and the LLC Agreement.

5

EXHIBIT A

FORM OF MEMBER SIGNATURE PAGE

The Grantee, desiring to become a member of QualityTech Employee Pool, LLC, hereby accepts all of the terms and conditions of, and becomes a party to, the Limited Liability Company Agreement of Quality Tech Employee Pool, LLC (as amended from time to time, the “LLC Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the LLC Agreement.

Signature Line for Grantee:

Name:

Date:

Address of Member:

[Counterpart Signature Page to Employee Pool LLC Agreement]

EXHIBIT B

[VESTING SCHEDULE]

B-1

EXHIBIT C

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

(a) The Grantee has received and had an opportunity to review the following documents (the “Background Documents”):

(i) The LLC Agreement;

(ii) The Plan; and

(iii) The Award Agreement.

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to Employee Pool LLC and the Partnership prior to the determination by the Board of the suitability of the Grantee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall have been made.

(b) The Grantee hereby represents and warrants that

(i) The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise the Grantee with respect to the grant of LTIP Units and the potential conversion of LTIP Units into Plan Class A Units, has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in Employee Pool and of making an informed investment decision, (II) is capable of protecting the Grantee’s own interest or has engaged representatives or advisors to assist him or her in protecting his or her interests, and (III) is capable of bearing the economic risk of such investment.

(ii) The Grantee understands that (A) the Grantee is responsible for consulting the Grantee’s own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to the Grantee’s particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Partnership, Employee Pool or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides or will provide services to the Partnership and/or its wholly owned Affiliates on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership and Employee Pool, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in Employee Pool and the Partnership involves substantial risks. The Grantee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with,

C-1

and has reviewed and understands, materials relating to the Partnership, Employee Pool and their activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records and books pertaining to the Grantee’s receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and Employee Pool, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by Employee Pool, the Partnership and their Affiliates. The Grantee did not receive any tax, legal or financial advice from the Partnership, the General Partner or Employee Pool and, to the extent it deemed necessary, has consulted with the Grantee’s own advisors in connection with the Grantee’s evaluation of the Background Documents and this Agreement and the Grantee’s receipt of LTIP Units.

(iii) The LTIP Units to be issued and the Plan Class A Units issuable upon conversion of the LTIP Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof within the meaning of the Securities Act.

(iv) The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Plan Class A Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Plan Class A Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by Employee Pool on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Plan Class A Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Plan Class A Units and (E) Employee Pool has no obligation or intention to register such LTIP Units or the Plan Class A Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units which are set forth in the Plan, the LLC Agreement or this Agreement, the Grantee may have to bear the economic risk of ownership of the LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units for an indefinite period of time.

(v) The Grantee has determined that the LTIP Units (and any Plan Class A Units issued upon conversion of LTIP Units, as applicable) are a suitable investment for the Grantee.

(vi) No representations or warranties have been made to the Grantee by the Partnership, Employee Pool, the General Partner or its managers, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in Employee Pool or the Partnership or the LTIP Units except the information specified in paragraph (ii) above.

C-2

(c) So long as the Grantee holds any LTIP Units or Plan Class A Units, the Grantee shall disclose to Employee Pool and the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as Employee Pool and the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to Employee Pool and the Partnership or to comply with requirements of any other appropriate taxing authority.

(d) The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit D. The Grantee agrees to file the election (or to permit Employee Pool, the Partnership or an Affiliate to file such election on the Grantee’s behalf) within thirty (30) days after the Award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his or her personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.

(e) The address set forth on the first page of this Agreement is the address of the Grantee’s principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

(f) The representations of the Grantee as set forth above are true and complete to the best of the information and belief of the Grantee, and Employee Pool shall be notified promptly of any changes in the foregoing representations.

* * * * *

C-3

EXHIBIT D

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned (the “Taxpayer”) hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and social security number of the undersigned:

Name:

Address:

Social Security No.:

2. Description of property with respect to which the election is being made:

The election is being made with respect to              Class O Units (the “LTIP Units”) in QualityTech Employee Pool, LLC, which is taxed as a partnership (the “Partnership”).

3. The date on which the property was transferred is                  , 20    .

4. The taxable year to which this election relates is calendar year 20    .

5. Nature of restrictions to which the property is subject:

(a) The LTIP Units may not be transferred in any manner without the consent of the Partnership.

(b) The LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.

6. The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.

7. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.

8. A copy of this statement has been furnished to the Partnership and to Quality Technology Services, LLC, the company for whom the Taxpayer performs services.

Dated:             , 20     Name:

D-1

Schedule to Section 83(b) Election -Vesting Provisions of LTIP Units (Class O Units)

The LTIP Units are subject to time-based vesting, subject to acceleration in the event of certain extraordinary transactions. Unvested Class O Units are subject to forfeiture in the event of failure to vest based on the passage of time and the required continued service to the Partnership or its affiliates.

D-2

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

1. You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your LTIP Units.

2. At the same time you file the election form with the IRS, you must also give a copy of the election form to Employee Pool, LLC and to QualityTech, LP or the Affiliate where you are employed.

3. You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the LTIP Units are granted to you.

EX-10.25

Exhibit 10.25

Time-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS RS UNIT AWARD AGREEMENT

Pursuant to the QualityTech, LP 2010 Equity Incentive Plan (the “Plan”), the Third Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “LP Agreement”) of QualityTech, LP (the “Partnership”), and the Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of QualityTech Employee Pool, LLC (“Employee Pool”), (i) the Grantee named below hereby is granted an award in the form of Class RS Units in Employee Pool (herein defined as an “Award” or the “LTIP Units”), and (ii) the Partnership has issued to Employee Pool an identical number of Class RS LTIP Units in the Partnership. Upon the close of business on the Final Acceptance Date, if the terms and conditions of the grant set forth in this cover sheet and in the attachment (collectively, the “Agreement”) are accepted, the Grantee shall receive the number of Class RS Units in Employee Pool specified below, each having the rights, voting powers, restrictions, vesting limitations, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the LLC Agreement and in the Plan. Any Class A Units of Employee Pool issued upon conversion of your Class RS Units are referred to herein as the “Plan Class A Units.”

Name of Grantee:                                        

Grantee’s Social Security Number:             -            -            

Number of Class RS Units:                     

Grant Date:                     

Final Acceptance Date:                     

Vesting Schedule: In accordance with the vesting schedule set forth on Exhibit B hereto and the other terms and conditions set forth in this Agreement.

By your signature below, you agree to all of the terms and conditions described herein, and in the LLC Agreement and the Plan, copies of which are attached. You acknowledge that you have carefully reviewed these documents.

Grantee:		Date:
	(Signature)
Employee Pool:		Date:
	(Signature)
Title:

Time-Based Vesting

Attachment

This is not a stock certificate or a negotiable instrument.

2

Time-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS RS UNIT AWARD AGREEMENT

Operating Agreement	In order to have rights with respect to the LTIP Units granted hereby, you must first sign and deliver a counterpart signature page to the LLC Agreement, a copy of which is attached as Exhibit A. Upon such execution and delivery, you will become a member of Employee Pool, subject to the restrictions and conditions set forth in the LLC Agreement.
Vesting of LTIP Units	Subject to the Change of Control provisions herein, your LTIP Units will vest in accordance with the vesting schedule set forth on Exhibit B so long as you continue in Service on the vesting dates set forth on Exhibit B. Upon termination of your Service for any reason, the LTIP Units that have not yet vested, and upon termination of your Service for Cause (as defined in the Plan), all of your LTIP Units (whether or not vested) and all of your Plan Class A Units, will, without payment of any consideration, automatically and without notice terminate, be forfeited and be and become null and void, and neither you nor any of your successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units and Plan Class A Units.
Rights of Repurchase	Following termination of your Service for any reason, Employee Pool will have the right to purchase any vested LTIP Units and Plan Class A Units you have acquired or will acquire under this Award. If Employee Pool exercises its right to purchase such interests, it will notify you of its intention to purchase such LTIP Units and/or Plan Class A Units, and will consummate the purchase within one year after your termination of Service. If Employee Pool exercises its right to purchase such interests, the purchase price will be the Fair Market Value (as defined in the Plan) of such LTIP Units and/or Plan Class A Units on the date of such purchase. Employee Pool may assign or delegate its right to repurchase hereunder to any Person. Employee Pool’s right of repurchase will expire upon the consummation of an IPO.

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Time-Based Vesting

Put Right	In the event of your death prior to an IPO, your estate will have the right, for one year following the date of your death, to require Employee Pool to purchase at Fair Market Value that number of vested LTIP Units and Plan Class A Units held by you at the date of your death that have an aggregate Fair Market Value on the date of purchase equal to the applicable estate or similar taxes payable in respect of the estate’s receipt of such LTIP Units and Plan Class A Units, or, if greater, the number of vested LTIP Units and Plan Class A Units with an aggregate Fair Market Value on the date of purchase equal to the product of (i) the total estate or similar taxes payable in respect of your estate and (ii) the fraction, the numerator of which is the Fair Market Value of all LTIP Units and Plan Class A Units held by you at the date of your death and the denominator of which is the fair market value of your taxable estate as reported by your estate for federal estate or similar tax purposes.
Change of Control	In the event of a Change of Control (as defined in the Plan) prior to your termination of employment with the Partnership or any of its Affiliates, any outstanding unvested LTIP Units will immediately vest in full.
Distributions	Distributions on the LTIP Units and Plan Class A Units shall be paid, if at all, in accordance with the terms of the LLC Agreement. No distributions shall be made in respect of any unvested LTIP Units unless determined otherwise by the Manager. Upon vesting of any LTIP Unit, Employee Pool will distribute to you the aggregate amount of prior distributions that would have been payable in respect of such LTIP Unit if it were vested at all times from date of grant to vesting, less the amount of any distributions previously made to you in respect of such LTIP Unit. No distributions will be made with respect to LTIP Units that do not vest.
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting under the Plan, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The board of directors of the General Partner of the Partnership (the “Board”) administers the Plan and may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan.

4

Time-Based Vesting

Investment Representation; Registration	You hereby make the covenants, representations and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and each Vesting Date (as defined in Exhibit B) and upon each conversion of any of your LTIP Units into Plan Class A Units. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Partnership and Employee Pool upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or has, as a result of changes in circumstances, become false. Neither the Partnership nor Employee Pool will have any obligation to register under the Securities Act any LTIP Units or Plan Class A Units or any other securities issued upon conversion of the LTIP Units.
Section 83(b) Election	You hereby agree to make an election to include in gross income, in the year of transfer to you, the value of the LTIP Units pursuant to Section 83(b) of the Code substantially in the form attached hereto as Exhibit D (and to provide Employee Pool and your employer a copy of such election as filed by you with the Internal Revenue Service) and to supply the necessary information in accordance with the regulations promulgated thereunder. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST YOUR EMPLOYER, THE PARTNERSHIP, EMPLOYEE POOL OR THEIR REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE CONSEQUENCES, ACCURACY AND TIMELINESS OF SUCH FILING.
Amendment and Adjustments	You acknowledge that the Plan may be amended or discontinued and that this Agreement may be amended or canceled by Employee Pool for the purpose of satisfying changes in law or for any other lawful purpose. You acknowledge that the LTIP Units and Plan Class A Units issued to you are subject to the terms of the Plan and the LLC Agreement, including the adjustment provisions of Section 17 of the Plan.
Withholding Taxes	You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due in connection with the grant or vesting of the LTIP Units. In the event that the Partnership, Employee Pool or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the LTIP Units, the Partnership, Employee Pool or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Partnership , Employee Pool or an Affiliate, as applicable.

5

Time-Based Vesting

No Retention Rights	This Agreement and the grant evidenced hereby do not give you the right to be retained by the Partnership or an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Transferability	The LTIP Units and Plan Class A Units may not be transferred or assigned except with the consent of the Board.
The Plan	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded.
Data Privacy	In order to administer the Plan, the Partnership, its General Partner ( “General Partner”) and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Partnership, General Partner and Employee Pool to facilitate the administration of the Plan. By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data.
Code Section 409A	It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined

6

Time-Based Vesting

by the Board as administrator of the Plan. For purposes of this Award, a termination of employment only occurs upon an event that would be a Separation from Service within the meaning of Section 409A.

Anti-dilution Adjustments

Any numbers contained in this Award Agreement that refer to a specific amount of units or that reflect a “per-unit” calculation, except to the extent that such numbers are as of or prior to the date of this Award Agreement or are used as hypothetical examples, are subject to adjustment upon subdivisions, combinations, reclassifications, unit distributions or similar dilution events with respect to the outstanding units of the Partnership.

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan and the LLC Agreement.

7

Time-Based Vesting

EXHIBIT A

FORM OF MEMBER SIGNATURE PAGE

The Grantee, desiring to become a member of QualityTech Employee Pool, LLC, hereby accepts all of the terms and conditions of, and becomes a party to, the Limited Liability Company Agreement of Quality Tech Employee Pool, LLC (the “LLC Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the LLC Agreement.

Signature Line for Grantee:

Name:

Date:

Address of Member:

8

Time-Based Vesting

EXHIBIT B

[VESTING SCHEDULE]

9

Time-Based Vesting

EXHIBIT C

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

(a) The Grantee has received and had an opportunity to review the following documents (the “Background Documents”):

(i) The LLC Agreement;

(ii) The Plan; and

(iii) The Award Agreement.

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to Employee Pool LLC and the Partnership prior to the determination by the Board of the suitability of the Grantee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall have been made.

(b) The Grantee hereby represents and warrants that

(i) The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise the Grantee with respect to the grant of LTIP Units and the potential conversion of LTIP Units into Plan Class A Units, has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in Employee Pool and of making an informed investment decision, (II) is capable of protecting the Grantee’s own interest or has engaged representatives or advisors to assist him or her in protecting his or her interests, and (III) is capable of bearing the economic risk of such investment.

(ii) The Grantee understands that (A) the Grantee is responsible for consulting the Grantee’s own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to the Grantee’s particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Partnership, Employee Pool or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides or will provide services to the Partnership and/or its wholly owned Affiliates on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership and Employee Pool, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in Employee Pool and the Partnership involves substantial risks. The Grantee has been given the opportunity to make a

10

Time-Based Vesting

thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership, Employee Pool and their activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books pertaining to the Grantee’s receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and Employee Pool, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by Employee Pool, the Partnership and their Affiliates. The Grantee did not receive any tax, legal or financial advice from the Partnership, the General Partner or Employee Pool and, to the extent it deemed necessary, has consulted with the Grantee’s own advisors in connection with the Grantee’s evaluation of the Background Documents and this Agreement and the Grantee’s receipt of LTIP Units.

(iii) The LTIP Units to be issued and the Plan Class A Units issuable upon conversion of the LTIP Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof within the meaning of the Securities Act.

(iv) The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Plan Class A Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Plan Class A Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by Employee Pool on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Plan Class A Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Plan Class A Units and (E) Employee Pool has no obligation or intention to register such LTIP Units or the Plan Class A Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units which are set forth in the Plan, the LLC Agreement or this Agreement, the Grantee may have to bear the economic risk of ownership of the LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units for an indefinite period of time.

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Time-Based Vesting

(v) The Grantee has determined that the LTIP Units are a suitable investment for the Grantee.

(vi) No representations or warranties have been made to the Grantee by the Partnership, Employee Pool, the General Partner or the Manager, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in Employee Pool or the Partnership or the LTIP Units except the information specified in paragraph (ii) above.

(c) So long as the Grantee holds any LTIP Units or Plan Class A Units, the Grantee shall disclose to Employee Pool and the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as Employee Pool and the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to Employee Pool and the Partnership or to comply with requirements of any other appropriate taxing authority.

(d) The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit D. The Grantee agrees to file the election (or to permit Employee Pool, the Partnership or an Affiliate to file such election on the Grantee’s behalf) within thirty (30) days after the Award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his or her personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.

(e) The address set forth on the first page of this Agreement is the address of the Grantee’s principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

(f) The representations of the Grantee as set forth above are true and complete to the best of the information and belief of the Grantee, and Employee Pool shall be notified promptly of any changes in the foregoing representations.

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Time-Based Vesting

EXHIBIT D

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned (the “Taxpayer”) hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and social security number of the undersigned:

Name:

Address:

Social Security No.:

2. Description of property with respect to which the election is being made:

The election is being made with respect to              Class RS Units (the “LTIP Units”) in QualityTech Employee Pool, LLC, which is taxed as a partnership (the “Partnership”).

3. The date on which the property was transferred is                  , 20    .

4. The taxable year to which this election relates is calendar year 20    .

5. Nature of restrictions to which the property is subject:

(a) The LTIP Units may not be transferred in any manner without the consent of the Partnership.

(b) The LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.

6. The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.

7. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.

8. A copy of this statement has been furnished to the Partnership and to Quality Technology Services, LLC, the company for whom the Taxpayer performs services.

Dated:             , 20    

Name:

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Time-Based Vesting

Schedule to Section 83(b) Election -Vesting Provisions of LTIP Units (Class RS Units)

The LTIP Units are subject to time-based vesting, subject to acceleration in the event of certain extraordinary transactions. Unvested Class RS Units are subject to forfeiture in the event of failure to vest based on the passage of time and the required continued service to the Partnership or its affiliates.

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Time-Based Vesting

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

1. You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your LTIP Units.

2. At the same time you file the election form with the IRS, you must also give a copy of the election form to Employee Pool, LLC and to QualityTech, LP or the Affiliate where you are employed.

3. You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the LTIP Units are granted to you.

15

EX-10.26

Exhibit 10.26

Performance-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS RS UNIT AWARD AGREEMENT

Pursuant to the QualityTech, LP 2010 Equity Incentive Plan (the “Plan”), the Third Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “LP Agreement”) of QualityTech, LP (the “Partnership”), and the Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of QualityTech Employee Pool, LLC (“Employee Pool”), (i) the Grantee named below hereby is granted an award in the form of Class RS Units in Employee Pool (herein defined as an “Award” or the “LTIP Units”), and (ii) the Partnership has issued to Employee Pool an identical number of Class RS LTIP Units in the Partnership. Upon the close of business on the Final Acceptance Date, if the terms and conditions of the grant set forth in this cover sheet and in the attachment (collectively, the “Agreement”) are accepted, the Grantee shall receive the number of Class RS Units in Employee Pool specified below, each having the rights, voting powers, restrictions, vesting limitations, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the LLC Agreement and in the Plan. Any Class A Units of Employee Pool issued upon conversion of your Class RS Units are referred to herein as the “Plan Class A Units.”

Name of Grantee:                                         

Grantee’s Social Security Number:             -            -            

Number of Class RS Units:             

Grant Date:             

Final Acceptance Date:             

Vesting Schedule: In accordance with the vesting schedule set forth on Exhibit B hereto and the other terms and conditions set forth in this Agreement.

By your signature below, you agree to all of the terms and conditions described herein, and in the LLC Agreement and the Plan, copies of which are attached. You acknowledge that you have carefully reviewed these documents.

Grantee:		Date:
	(Signature)
Employee Pool:		Date:
	(Signature)
Title:

Performance-Based Vesting

Attachment

This is not a stock certificate or a negotiable instrument.

2

Performance-Based Vesting

QUALITYTECH, LP

2010 EQUITY INCENTIVE PLAN

CLASS RS UNIT AWARD AGREEMENT

Operating Agreement	In order to have rights with respect to the LTIP Units granted hereby, you must first sign and deliver a counterpart signature page to the LLC Agreement, a copy of which is attached as Exhibit A. Upon such execution and delivery, you will become a member of Employee Pool, subject to the restrictions and conditions set forth in the LLC Agreement.
Vesting of LTIP Units	Subject to the Change of Control provisions herein, your LTIP Units will vest in accordance with the vesting schedule set forth on Exhibit B so long as you continue in Service on the vesting dates set forth on Exhibit B and the applicable performance criteria have been satisfied. Upon termination of your Service for any reason, the LTIP Units that have not yet vested, and upon termination of your Service for Cause (as defined in the Plan), all of your LTIP Units (whether or not vested) and all of your Plan Class A Units, will, without payment of any consideration, automatically and without notice terminate, be forfeited and be and become null and void, and neither you nor any of your successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units and Plan Class A Units.
Rights of Repurchase	Following termination of your Service for any reason, Employee Pool will have the right to purchase any vested LTIP Units and Plan Class A Units you have acquired or will acquire under this Award. If Employee Pool exercises its right to purchase such interests, it will notify you of its intention to purchase such LTIP Units and/or Plan Class A Units, and will consummate the purchase within one year after your termination of Service. If Employee Pool exercises its right to purchase such interests, the purchase price will be the Fair Market Value (as defined in the Plan) of such LTIP Units and/or Plan Class A Units on the date of such purchase. Employee Pool may assign or delegate its right to repurchase hereunder to any Person. Employee Pool’s right of repurchase will expire upon the consummation of an IPO.

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Performance-Based Vesting

Put Right	In the event of your death prior to an IPO, your estate will have the right, for one year following the date of your death, to require Employee Pool to purchase at Fair Market Value that number of vested LTIP Units and Plan Class A Units held by you at the date of your death that have an aggregate Fair Market Value on the date of purchase equal to the applicable estate or similar taxes payable in respect of the estate’s receipt of such LTIP Units and Plan Class A Units, or, if greater, the number of vested LTIP Units and Plan Class A Units with an aggregate Fair Market Value on the date of purchase equal to the product of (i) the total estate or similar taxes payable in respect of your estate and (ii) the fraction, the numerator of which is the Fair Market Value of all LTIP Units and Plan Class A Units held by you at the date of your death and the denominator of which is the fair market value of your taxable estate as reported by your estate for federal estate or similar tax purposes.
Change of Control	In the event of a Change of Control (as defined in the Plan) prior to your termination of employment with the Partnership or any of its Affiliates, any outstanding unvested LTIP Units will immediately vest in full if and only if the value of General Atlantic’s equity investment in the Partnership as of the Change of Control is at least three times the aggregate amount invested by General Atlantic in the Partnership in its initial investment and warrant exercise. Any unvested LTIP Units that do not vest upon a Change of Control (in accordance with the preceding paragraph) shall terminate and expire in full as of the consummation of such Change of Control.
Distributions	Distributions on the LTIP Units and Plan Class A Units shall be paid, if at all, in accordance with the terms of the LLC Agreement. No distributions shall be made in respect of any unvested LTIP Units unless determined otherwise by the Manager. Upon vesting of any LTIP Unit, Employee Pool will distribute to you the aggregate amount of prior distributions that would have been payable in respect of such LTIP Unit if it were vested at all times from date of grant to vesting, less the amount of any distributions previously made to you in respect of such LTIP Unit. No distributions will be made with respect to LTIP Units that do not vest.
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting under the Plan, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

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Performance-Based Vesting

	The board of directors of the General Partner of the Partnership (the “Board”) administers the Plan and may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan.
Investment Representation; Registration	You hereby make the covenants, representations and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and each Vesting Date (as defined in Exhibit B) and upon each conversion of any of your LTIP Units into Plan Class A Units. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Partnership and Employee Pool upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or has, as a result of changes in circumstances, become false. Neither the Partnership nor Employee Pool will have any obligation to register under the Securities Act any LTIP Units or Plan Class A Units or any other securities issued upon conversion of the LTIP Units.
Section 83(b) Election	You hereby agree to make an election to include in gross income, in the year of transfer to you, the value of the LTIP Units pursuant to Section 83(b) of the Code substantially in the form attached hereto as Exhibit D (and to provide Employee Pool and your employer a copy of such election as filed by you with the Internal Revenue Service) and to supply the necessary information in accordance with the regulations promulgated thereunder. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST YOUR EMPLOYER, THE PARTNERSHIP, EMPLOYEE POOL OR THEIR REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE CONSEQUENCES, ACCURACY AND TIMELINESS OF SUCH FILING.
Amendment and Adjustments	You acknowledge that the Plan may be amended or discontinued and that this Agreement may be amended or canceled by Employee Pool for the purpose of satisfying changes in law or for any other lawful purpose. You acknowledge that the LTIP Units and Plan Class A Units issued to you are subject to the terms of the Plan and the LLC Agreement, including the adjustment provisions of Section 17 of the Plan.

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Performance-Based Vesting

Withholding Taxes	You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due in connection with the grant or vesting of the LTIP Units. In the event that the Partnership, Employee Pool or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the LTIP Units, the Partnership, Employee Pool or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Partnership, Employee Pool or an Affiliate, as applicable.
No Retention Rights	This Agreement and the grant evidenced hereby do not give you the right to be retained by the Partnership or an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Transferability	The LTIP Units and Plan Class A Units may not be transferred or assigned except with the consent of the Board.
The Plan	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded.
Data Privacy	In order to administer the Plan, the Partnership, its General Partner (the “General Partner”) and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Partnership, the General Partner and Employee Pool to facilitate the administration of the Plan. By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data.

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Performance-Based Vesting

Code Section 409A

It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board as administrator of the Plan. For purposes of this Award, a termination of employment only occurs upon an event that would be a Separation from Service within the meaning of Section 409A.

Anti-dilution Adjustments

Any numbers contained in this Award Agreement that refer to a specific amount of units or that reflect a “per-unit” calculation, except to the extent that such numbers are as of or prior to the date of this Award Agreement or are used as hypothetical examples, are subject to adjustment upon subdivisions, combinations, reclassifications, unit distributions or similar dilution events with respect to the outstanding units of the Partnership.

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan and the LLC Agreement.

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Performance-Based Vesting

EXHIBIT A

FORM OF MEMBER SIGNATURE PAGE

The Grantee, desiring to become a member of QualityTech Employee Pool, LLC, hereby accepts all of the terms and conditions of, and becomes a party to, the Limited Liability Company Agreement of Quality Tech Employee Pool, LLC (the “LLC Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the LLC Agreement.

Signature Line for Grantee:

Name:

Date:

Address of Member:

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Performance-Based Vesting

EXHIBIT B

[VESTING SCHEDULE]

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Performance-Based Vesting

EXHIBIT C

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

(a) The Grantee has received and had an opportunity to review the following documents (the “Background Documents”):

(i) The LLC Agreement;

(ii) The Plan; and

(iii) The Award Agreement.

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to Employee Pool LLC and the Partnership prior to the determination by the Board of the suitability of the Grantee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall have been made.

(b) The Grantee hereby represents and warrants that

(i) The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise the Grantee with respect to the grant of LTIP Units and the potential conversion of LTIP Units into Plan Class A Units, has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in Employee Pool and of making an informed investment decision, (II) is capable of protecting the Grantee’s own interest or has engaged representatives or advisors to assist him or her in protecting his or her interests, and (III) is capable of bearing the economic risk of such investment.

(ii) The Grantee understands that (A) the Grantee is responsible for consulting the Grantee’s own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to the Grantee’s particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Partnership, Employee Pool or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides or will provide services to the Partnership and/or its wholly owned Affiliates on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership and Employee Pool, as the Grantee believes to be necessary and appropriate to make an informed decision to accept

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Performance-Based Vesting

this Award of LTIP Units; and (D) an investment in Employee Pool and the Partnership involves substantial risks. The Grantee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership, Employee Pool and their activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books pertaining to the Grantee’s receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and Employee Pool, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by Employee Pool, the Partnership and their Affiliates. The Grantee did not receive any tax, legal or financial advice from the Partnership, the General Partner or Employee Pool and, to the extent it deemed necessary, has consulted with the Grantee’s own advisors in connection with the Grantee’s evaluation of the Background Documents and this Agreement and the Grantee’s receipt of LTIP Units.

(iii) The LTIP Units to be issued and the Plan Class A Units issuable upon conversion of the LTIP Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof within the meaning of the Securities Act.

(iv) The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Plan Class A Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Plan Class A Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by Employee Pool on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Plan Class A Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Plan Class A Units and (E) Employee Pool has no obligation or intention to register such LTIP Units or the Plan Class A Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units which are set forth in the Plan, the LLC Agreement or this Agreement, the Grantee may have to bear the economic risk of ownership of the LTIP Units acquired hereby and the Plan Class A Units issuable upon conversion of the LTIP Units for an indefinite period of time.

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Performance-Based Vesting

(v) The Grantee has determined that the LTIP Units (and any Plan Class A Units issued upon conversion of LTIP Units, as applicable) are a suitable investment for the Grantee.

(vi) No representations or warranties have been made to the Grantee by the Partnership, Employee Pool, the General Partner or the Manager, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in Employee Pool or the Partnership or the LTIP Units or the Plan Class A Units except the information specified in paragraph (ii) above.

(c) So long as the Grantee holds any LTIP Units or Plan Class A Units, the Grantee shall disclose to Employee Pool and the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as Employee Pool and the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to Employee Pool and the Partnership or to comply with requirements of any other appropriate taxing authority.

(d) The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit D. The Grantee agrees to file the election (or to permit Employee Pool, the Partnership or an Affiliate to file such election on the Grantee’s behalf) within thirty (30) days after the Award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his or her personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.

(e) The address set forth on the first page of this Agreement is the address of the Grantee’s principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

(f) The representations of the Grantee as set forth above are true and complete to the best of the information and belief of the Grantee, and Employee Pool shall be notified promptly of any changes in the foregoing representations.

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Performance-Based Vesting

EXHIBIT D

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned (the “Taxpayer”) hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and social security number of the undersigned:

Name:

Address:

Social Security No. :

2. Description of property with respect to which the election is being made:

The election is being made with respect to              Class RS Units (the “LTIP Units”) in QualityTech Employee Pool, LLC, which is taxed as a partnership (the “Partnership”).

3. The date on which the property was transferred is                  , 20    .

4. The taxable year to which this election relates is calendar year 20    .

5. Nature of restrictions to which the property is subject:

(a) The LTIP Units may not be transferred in any manner without the consent of the Partnership.

(b) The LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.

6. The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.

7. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.

8. A copy of this statement has been furnished to the Partnership and to Quality Technology Services, LLC, the company for whom the Taxpayer performs services.

Dated:             , 20    

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Performance-Based Vesting

Name:

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Performance-Based Vesting

Schedule to Section 83(b) Election -Vesting Provisions of LTIP Units (Class RS Units)

The LTIP Units are subject to both service-based and performance-based vesting, subject to acceleration of vesting (or forfeiture) in the event of certain extraordinary transactions. Unvested Class RS Units are subject to forfeiture in the event of failure to vest based on either (i) the passage of time and the required continued service to the Partnership or its affiliates, or (ii) the failure of the affiliated entities to meet the specified performance targets.

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Performance-Based Vesting

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

1. You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your LTIP Units.

2. At the same time you file the election form with the IRS, you must also give a copy of the election form to Employee Pool, LLC and to QualityTech, LP or the Affiliate where you are employed.

3. You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the LTIP Units are granted to you.

16

EX-10.27

Exhibit 10.27

QTS REALTY TRUST, INC.

2013 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

			Page
1.	PURPOSE			1
2.	DEFINITIONS			1
3.	ADMINISTRATION OF THE PLAN			7
	3.1.	Board		7
	3.2.	Committee		7
	3.3.	Terms of Awards		8
	3.4.	Forfeiture; Recoupment		9
	3.5.	No Repricing		10
	3.6.	No Liability		10
	3.7.	Share Issuance/Book-Entry		10
4.	SHARES SUBJECT TO THE PLAN			10
	4.1.	Number of Shares Available for Awards		10
	4.2.	Adjustments in Authorized Shares		11
	4.3.	Share Usage		11
5.	EFFECTIVE DATE, DURATION AND AMENDMENTS			11
	5.1.	Effective Date		11
	5.2.	Term		11
	5.3.	Amendment and Termination of the Plan		11
6.	AWARD ELIGIBILITY AND LIMITATIONS			12
	6.1.	Service Providers and Other Persons		12
	6.2.	Limitation on Shares Subject to Awards and Cash Awards		12
	6.3.	Stand-Alone, Additional, Tandem and Substitute Awards		12
7.	AWARD AGREEMENT			13
8.	TERMS AND CONDITIONS OF OPTIONS			13
	8.1.	Option Price		13
	8.2.	Vesting		13
	8.3.	Term		13
	8.4.	Termination of Service		14
	8.5.	Limitations on Exercise of Option		14
	8.6.	Method of Exercise		14
	8.7.	Rights of Holders of Options		14
	8.8.	Delivery of Share Certificates		14
	8.9.	Transferability of Options		14
	8.10.	Family Transfers		15
	8.11.	Limitations on Incentive Share Options		15
	8.12.	Notice of Disqualifying Disposition		15
9.	TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS			15
	9.1.	Right to Payment and Grant Price		15
	9.2.	Other Terms		16
	9.3.	Term		16
	9.4.	Transferability of SARS		16
	9.5.	Family Transfers		16

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10.	TERMS AND CONDITIONS OF RESTRICTED SHARES AND SHARE UNITS		17
	10.1.	Grant of Restricted Shares or Share Units	17
	10.2.	Restrictions	17
	10.3.	Restricted Share Certificates	17
	10.4.	Rights of Holders of Restricted Shares	17
	10.5.	Rights of Holders of Share Units	18
	10.6.	Termination of Service	18
	10.7.	Purchase of Restricted Shares and Shares Subject to Share Units	18
	10.8.	Delivery of Shares	19
11.	TERMS AND CONDITIONS OF UNRESTRICTED SHARE AWARDS AND OTHER EQUITY-BASED AWARDS		19
12.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES		19
	12.1.	General Rule	19
	12.2.	Surrender of Shares	20
	12.3.	Cashless Exercise	20
	12.4.	Other Forms of Payment	20
13.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS		20
	13.1.	Dividend Equivalent Rights	20
	13.2.	Termination of Service	21
14.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS		21
	14.1.	Grant of Performance Awards and Annual Incentive Awards	21
	14.2.	Value of Performance Awards and Annual Incentive Awards	21
	14.3.	Earning of Performance Awards and Annual Incentive Awards	21
	14.4.	Form and Timing of Payment of Performance Awards and Annual Incentive Awards	21
	14.5.	Performance Conditions	22
	14.6.	Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees	22
	14.7.	Status of Awards Under Code Section 162(m)	25
15.	TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS		25
16.	PARACHUTE LIMITATIONS		25
17.	REQUIREMENTS OF LAW		26
	17.1.	General	26
	17.2.	Rule 16b-3	27
18.	EFFECT OF CHANGES IN CAPITALIZATION		27
	18.1.	Changes in Shares	27
	18.2.	Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control	28
	18.3.	Change in Control in which Awards are not Assumed	28
	18.4.	Change in Control in which Awards are Assumed	29
	18.5.	Adjustments	30
	18.6.	No Limitations on Company	30
19.	GENERAL PROVISIONS		30

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19.1.	Disclaimer of Rights	30
19.2.	Nonexclusivity of the Plan	31
19.3.	Withholding Taxes	31
19.4.	Captions	32
19.5.	Other Provisions	32
19.6.	Number and Gender	32
19.7.	Severability	32
19.8.	Governing Law	32
19.9.	Code Section 409A	32

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QTS REALTY TRUST, INC.

2013 EQUITY INCENTIVE PLAN

QTS Realty Trust, Inc., a Maryland corporation (the “Company”), sets forth herein the terms of its 2013 Equity Incentive Plan (the “Plan”), as follows:

1. PURPOSE

The Plan is intended to (a) provide incentive to officers, employees, directors and other eligible persons to stimulate their efforts towards the success of the Company and to operate and manage its business in a manner that will provide for the long term growth and profitability of the Company; and (b) provide a means of obtaining, rewarding and retaining key personnel. To this end, the Plan provides for the grant of share options, share appreciation rights, restricted shares, unrestricted shares, share units (including deferred share units), dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Share options granted under the Plan may be non-qualified share options or incentive share options, as provided herein.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1 “Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary. For purposes of granting Options or Share Appreciation Rights, an entity may not be considered an Affiliate of the Company unless the Company holds a “controlling interest” in such entity, where the term “controlling interest” has the same meaning as provided in Treasury Regulation Section 1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent” is used instead of “at least 80 percent” and, provided further, that where granting of Options or Share Appreciation Rights is based upon a legitimate business criteria, the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).

2.2 “Annual Incentive Award” means an Award, denominated in cash, made subject to attainment of performance goals (as described in Section 14) over a Performance Period of up to one (1) year (which shall correspond to the Company’s fiscal year, unless otherwise specified by the Board).

2.3 “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.4 “Award” means a grant of an Option, Share Appreciation Right, Restricted Share, Unrestricted Share, Share Unit, Dividend Equivalent Right, Performance Award, Annual Incentive Award, LTIP Unit, or Other Equity-Based Award under the Plan.

2.5 “Award Agreement” means the agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.6 “Benefit Arrangement” shall have the meaning set forth in Section 16.

2.7 “Board” means the Board of Directors of the Company.

2.8 “Cause” means, as determined by the Board and unless otherwise provided in an applicable agreement (including an employment agreement) with the Company or an Affiliate, in which case the definition contained in such agreement shall control: (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a felony; (iii) conviction of any other criminal offense involving an act of dishonesty intended to result in substantial personal enrichment of such Grantee at the expense of the Company or an Affiliate; or (iv) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

2.9 “Change in Control” means:

(1) Any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding voting securities;

(2) During any period of twelve consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (1), (3) or (4) hereof) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or actual threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

2

(3) The consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of Common Shares or the combined voting power of the Company’s then outstanding voting securities; or

(4) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions within a period of twelve months ending on the date of the last sale or disposition having a similar effect).

Notwithstanding anything herein to the contrary, (i) the determination as to whether a “Change in Control” as defined herein has occurred shall be determined in accordance with the requirements of Code Section 409A and shall be intended to constitute a “change in control event” within the meaning of Code Section 409A, except to that the extent the provisions herein are more restrictive than the requirements of Code Section 409A, and (ii) in no event shall there be a Change in Control if General Atlantic or one of its Affiliates continues to beneficially own more than 50% of the voting securities of the Company (or the surviving or parent entity).

2.10 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.11 “Committee” means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2 (or, if no Committee has been designated, the Board itself).

2.12 “Company” means QTS Realty Trust, Inc., a Maryland corporation.

2.13 “Covered Employee” means a Grantee who is a covered employee within the meaning of Code Section 162(m)(3).

2.14 “Determination Date” means the Grant Date or such other date as of which the Fair Market Value of a Share is required to be established for purposes of the Plan.

2.15 “Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Share Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

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2.16 “Dividend Equivalent Right” means a right, granted to a Grantee under Section 13, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.

2.17 “Effective Date” means             , 2013, the date the Plan was approved by the shareholders of the Company.

2.18 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.19 “Fair Market Value” means the fair market value of a Share for purposes of the Plan, which shall be determined as of any Determination Date as follows:

(a) If on such Determination Date the Shares are listed on a Stock Exchange, or are publicly traded on another established securities market (a “Securities Market”), the Fair Market Value of a Share shall be the closing price of the Share as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such Determination Date, the Fair Market Value of a Share shall be the closing price of the Share on the next trading day on which any sale of Shares shall have been reported on such Stock Exchange or such Securities Market.

(b) If on such Determination Date the Shares are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a Share shall be the value of the Share as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

Notwithstanding this Section 2.19 or Section 19.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to Section 19.3, for any Shares subject to an Award that are sold by or on behalf of a Grantee on the same date on which such Shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such Shares shall be the sale price of such Shares on such date.

2.20 “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent (50%) of the voting interests.

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2.21 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Company completes the action constituting the Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6, or (iii) such other later date as may be specified by the Board.

2.22 “Grantee” means a person who receives or holds an Award under the Plan.

2.23 “Incentive Share Option” means an “incentive stock option” within the meaning of Code Section 422, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.24 “Long-Term Incentive Unit” or “LTIP Unit” means an Award under Section 15 of an interest in the operating partnership affiliated with the Company.

2.25 “Non-qualified Share Option” means an Option that is not an Incentive Share Option.

2.26 “Option” means an option to purchase one or more Shares pursuant to the Plan.

2.27 “Option Price” means the exercise price for each Share subject to an Option.

2.28 “Other Agreement” shall have the meaning set forth in Section 16.

2.29 “Other Equity-Based Award” means a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, other than an Option, Share Appreciation Right, Restricted Share, Unrestricted Share, Share Unit, Dividend Equivalent Right, Performance Award or Annual Incentive Award.

2.30 “Outside Director” means a member of the Board who is not an officer or employee of the Company.

2.31 “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 14) over a Performance Period of up to ten (10) years.

2.32 “Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for “qualified performance-based compensation” paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m) does not constitute performance-based compensation for other purposes, including for purposes of Code Section 409A.

2.33 “Performance Measures” means measures as described in Section 14 on which the performance goals are based and which have been approved by the Company’s shareholders pursuant to the Plan in order to qualify Awards as Performance-Based Compensation.

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2.34 “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.35 “Plan” means this QTS Realty Trust, Inc. 2013 Equity Incentive Plan, as amended from time to time.

2.36 “Purchase Price” means the purchase price for each Share pursuant to a grant of Restricted Shares, Share Units or Unrestricted Shares.

2.37 “Reporting Person” means a person who is required to file reports under Section 16(a) of the Exchange Act.

2.38 “Restricted Shares” means Shares, awarded to a Grantee pursuant to Section 10.

2.39 “SAR Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9.

2.40 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

2.41 “Service” means service as a Service Provider to the Company or any Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or any Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive. Notwithstanding any other provision to the contrary, for any individual providing services solely as a director, only service to the Company or any of its Subsidiaries constitutes Service. If the Service Provider’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when the entity ceases to be an Affiliate unless the Service Provider’s employment or other service relationship has been transferred by the Company or one of its remaining Affiliates to the Company or one of its remaining Affiliates.

2.42 “Service Provider” means an employee, officer, director, or a consultant or adviser (who is a natural person) providing services to the Company or any of its Affiliates.

2.43 “Shares” means the shares of Class A common stock, par value $0.01 per share, of the Company.

2.44 “Share Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9.

2.45 “Share Units” means an Award representing the equivalent of one Share awarded to a Grantee pursuant to Section 10 that will be settled in an amount in cash, Shares or both, subject to the terms and conditions of the Award.

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2.46 “Stock Exchange” means the New York Stock Exchange or another established national or regional stock exchange.

2.47 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).

2.48 “Substitute Award” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.

2.49 “Ten Percent Shareholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding voting securities of the Company, its parent or any of its Subsidiaries. In determining Share ownership, the attribution rules of Code Section 424(d) shall be applied.

2.50 “Unrestricted Shares” shall have the meaning set forth in Section 11.

Unless the context otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”

References in the Plan to any Code Section shall be deemed to include, as applicable, regulations promulgated under such Code Section.

3. ADMINISTRATION OF THE PLAN

3.1. Board.

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and by-laws and Applicable Laws. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement, including the authority to adopt, alter and repeal administrative rules and guidelines governing the Plan. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting at which a quorum is present or by unanimous consent of the Board executed in writing in accordance with the Company’s certificate of incorporation and by-laws and Applicable Laws. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive.

3.2. Committee.

The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the Company’s certificate of incorporation and by-laws and Applicable Laws.

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(i) Except as provided in Subsection (ii) and except as the Board may otherwise determine, the Committee, if any, appointed by the Board to administer the Plan shall consist of two or more Outside Directors of the Company who: (a) qualify as “outside directors” within the meaning of Section 162(m) of the Code; (b) meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (c) comply with the independence requirements of the Stock Exchange on which the Shares are listed.

(ii) The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, who may administer the Plan with respect to employees or other Service Providers who are not executive officers (as defined under Rule 3b-7 or the Exchange Act) or directors of the Company, may grant Awards under the Plan to such employees or other Service Providers, and may determine all terms of such Awards, subject to the requirements of Code Section 162(m), Rule 16b-3 and the rules of the Stock Exchange on which the Shares are listed.

In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by a Committee if the power and authority to do so has been delegated (and such delegated authority has not been revoked) to such Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board, provided, that such member of the Board to whom the Committee delegates authority under the Plan must be an Outside Director who satisfies the requirements of Subsection (i)(a)-(c) of this Section 3.2.

3.3. Terms of Awards.

Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to:

(i) designate Grantees;

(ii) determine the type or types of Awards to be made to a Grantee;

(iii) determine the number of Shares to be subject to an Award;

(iv) establish the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the Shares subject thereto, the treatment of an Award in the event of a Change in Control, and any terms or conditions that may be necessary to qualify Options as Incentive Share Options);

(v) prescribe the form of each Award Agreement evidencing an Award; and

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(vi) amend, modify, or reprice (except as such practice is prohibited by Section 3.5 herein) the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make or modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom. Notwithstanding the foregoing, no amendment, modification or supplement of any Award shall, without the consent of the Grantee, impair the Grantee’s rights under such Award.

3.4. Forfeiture; Recoupment.

The Company may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, (d) confidentiality obligation with respect to the Company or any Affiliate, or (e) other agreement, as and to the extent specified in such Award Agreement. The Company may annul an outstanding Award if the Grantee thereof is an employee and is terminated for Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between the Company or any Affiliate and such Grantee, as applicable.

Any Award granted pursuant to the Plan is subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is or in the future becomes subject to any Company “clawback” or recoupment policy that requires the repayment by the Grantee to the Company of compensation paid by the Company to the Grantee in the event that the Grantee fails to comply with, or violates, the terms or requirements of such policy. Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded as compensation) awarded to or received by such Grantee during a period of up to three (3) years, as determined by the Committee, preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws.

Furthermore, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and any Award Agreement so provides, any Grantee of an Award under such Award Agreement who knowingly engaged in such misconduct, was grossly negligent in engaging in such misconduct, knowingly failed to prevent such misconduct or was grossly negligent in failing to prevent such misconduct, shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained information affected by such material noncompliance.

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Notwithstanding any other provision of the Plan or any provision of any Award Agreement, if the Company is required to prepare an accounting restatement, Grantees shall forfeit any cash or Shares received in connection with an Award (or an amount equal to the Fair Market Value of such Shares on the date of delivery if the Grantee no longer holds the Shares) if pursuant to the terms of the Award Agreement for such Award, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in the Award Agreement (including earnings, gains, or other performance goals) that are later determined, as a result of the accounting restatement, not to have been achieved.

3.5. No Repricing.

Except in connection with a corporate transaction involving the Company (including, without limitation, any share dividend, distribution (whether in the form of cash, shares, other securities or other property), share split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities or similar transaction), the Company may not, without obtaining shareholder approval: (a) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs; or (c) cancel outstanding Options or SARs with an exercise price above the current share price in exchange for cash or other securities.

3.6. No Liability.

No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

3.7. Share Issuance/Book-Entry.

Notwithstanding any provision of the Plan to the contrary, the issuance of the Shares under the Plan may be evidenced in such a manner as the Board, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or issuance of one or more share certificates.

4. SHARES SUBJECT TO THE PLAN

4.1. Number of Shares Available for Awards.

Subject to adjustment as provided in Section 18, the number of Shares available for issuance under the Plan shall be [            ]. Subject to adjustment as provided in Section 18, the number of Shares available for issuance as Incentive Share Options shall be [            .] Shares issued or to be issued under the Plan shall be authorized but unissued shares or treasury Shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee.

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4.2. Adjustments in Authorized Shares.

The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies. The number of Shares reserved pursuant to Section 4 shall be increased by the corresponding number of awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to awards before and after the substitution. Available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and do not reduce the number of Shares available under the Plan, subject to requirements of the Stock Exchange on which the Shares are listed.

4.3. Share Usage.

Shares covered by an Award shall be counted as used as of the Grant Date. Any Shares that are subject to Awards shall be counted against the limit set forth in Section 4.1 as one (1) Share for every one (1) Share subject to an Award. Awards of LTIP Units shall count against the limit set forth in Section 4.1 on a one-for-one basis, i.e., each such unit shall be treated as an award of one (1) Share. With respect to SARs, the number of Shares subject to an award of SARs will be counted against the aggregate number of Shares available for issuance under the Plan regardless of the number of Shares actually issued to settle the SAR upon exercise. If any Shares covered by an Award granted under the Plan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Shares subject thereto, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination or expiration, again be available for making Awards under the Plan in the same amount as such Shares were counted against the limit set forth in Section 4.1. The number of Shares available for issuance under the Plan shall not be increased by (i) any Shares tendered or withheld or Award surrendered in connection with the purchase of Shares upon exercise of an Option as described in Section 12.2, (ii) any Shares deducted or delivered from an Award payment in connection with the Company’s tax withholding obligations as described in Section 19.3 or (iii) any Shares purchased by the Company with proceeds from option exercises.

5. EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1. Effective Date.

The Plan shall be effective as of the Effective Date.

5.2. Term.

The Plan shall terminate automatically ten (10) years after the Effective Date and may be terminated on any earlier date as provided in Section 5.3.

5.3. Amendment and Termination of the Plan.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan. An amendment shall be contingent on approval of the Company’s shareholders to the extent stated by the Board, required by Applicable Laws or required by the Stock Exchange on which the Shares are listed. No amendment will be made to the no-repricing provisions of Section 3.5 or the option pricing provisions of Section 8.1 without the approval of the Company’s shareholders. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the Plan.

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6. AWARD ELIGIBILITY AND LIMITATIONS

6.1. Service Providers and Other Persons.

Subject to this Section 6, Awards may be made under the Plan to: (i) any Service Provider, as the Board shall determine and designate from time to time and (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Board.

6.2. Limitation on Shares Subject to Awards and Cash Awards.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act and the transition period under Treasury Regulation Section 1.162-27(f)(2) has lapsed or does not apply:

(i) the maximum number of Shares subject to Options or SARs that can be granted under the Plan to any person eligible for an Award under Section 6 is             (            ) Shares in a calendar year;

(ii) the maximum number of Shares that can be granted under the Plan, other than pursuant to an Option or SARs, to any person eligible for an Award under Section 6 is             (            ) Shares in a calendar year; and

(iii) the maximum amount that may be paid as an Annual Incentive Award in a calendar year to any person eligible for an Award shall be             Dollars ($            ) and the maximum amount that may be paid as a cash-settled Performance Award in respect of a performance period by any person eligible for an Award shall be             Dollars ($            ).

The preceding limitations in this Section 6.2 are subject to adjustment as provided in Section 18.

6.3. Stand-Alone, Additional, Tandem and Substitute Awards.

Subject to Section 3.5, Awards granted under the Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted at any time. Subject to Section 3.5, if an Award is granted in substitution or exchange for another Award, the Board shall require the surrender of such other Award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate. Notwithstanding Section 8.1 and Section 9.1 but subject to Section 3.5, the Option Price of an Option or the grant price of an SAR that is a Substitute

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Award may be less than 100% of the Fair Market Value of a Share on the original date of grant; provided, that, the Option Price or grant price is determined in accordance with the principles of Code Section 424 and the regulations thereunder for any Incentive Share Option and consistent with Code Section 409A for any other Option or SAR.

7. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Share Options or Incentive Share Options, and in the absence of such specification such options shall be deemed Non-qualified Share Options.

8. TERMS AND CONDITIONS OF OPTIONS

8.1. Option Price.

The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option shall be at least the Fair Market Value of a Share on the Grant Date; provided, however, that in the event that a Grantee is a Ten Percent Shareholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Share Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a Share.

8.2. Vesting.

Subject to Sections 8.3 and 18.3, each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Board and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of Shares subject to an Option shall be rounded down to the next nearest whole number.

8.3. Term.

Each Option granted under the Plan shall terminate, and all rights to purchase Shares thereunder shall cease, upon the expiration of ten (10) years from the date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such Option; provided, however, that in the event that the Grantee is a Ten Percent Shareholder, an Option granted to such Grantee that is intended to be an Incentive Share Option shall not be exercisable after the expiration of five (5) years from its Grant Date.

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8.4. Termination of Service.

Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service, and if an Award Agreement does not contain such a provision, vested Options may be exercised for 90 days following termination of the Grantee’s Service, unless such termination is for Cause, in which case all Options shall expire upon the termination of the Grantee’s Service. Such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

8.5. Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the shareholders of the Company as provided herein or after the occurrence of an event referred to in Section 18 which results in termination of the Option.

8.6. Method of Exercise.

Subject to the terms of Section 12 and Section 19.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company of notice of exercise on any business day, at the Company’s principal office, on the form specified by the Company and in accordance with any additional procedures specified by the Board. Such notice shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the Shares for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to an Award.

8.7. Rights of Holders of Options.

Unless otherwise stated in the applicable Award Agreement, an individual or entity holding or exercising an Option shall have none of the rights of a shareholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject Shares or to receive notice of any meeting of the Company’s shareholders) until the Shares covered thereby are fully paid and issued to him. Except as provided in Section 18, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

8.8. Delivery of Share Certificates.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence of such Grantee’s ownership of the Shares subject to such Option as shall be consistent with Section 3.8.

8.9. Transferability of Options.

Except as provided in Section 8.10, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

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8.10. Family Transfers.

If authorized in the applicable Award Agreement or by the Board, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Share Option to any Family Member. For the purpose of this Section 8.10, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Shares acquired pursuant to the Option shall be subject to the same restrictions on transfer of shares as would have applied to the Grantee. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The events of termination of Service of Section 8.4 shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.

8.11. Limitations on Incentive Share Options.

An Option shall constitute an Incentive Share Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares with respect to which all Incentive Share Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. Except to the extent provided in the regulations under Code Section 422, this limitation shall be applied by taking Options into account in the order in which they were granted.

8.12. Notice of Disqualifying Disposition.

If any Grantee shall make any disposition of Shares issued pursuant to the exercise of an Incentive Share Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10) days thereof.

9. TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

9.1. Right to Payment and Grant Price.

A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the SAR Exercise Price as determined by the Board. The Award Agreement for a SAR shall specify the SAR Exercise Price, which shall be at least the Fair Market Value of one (1) Share on the Grant Date. SARs may be granted in conjunction with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part of any other Award or without regard to any Option or other Award; provided that a SAR that is

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granted subsequent to the Grant Date of a related Option must have a SAR Exercise Price that is no less than the Fair Market Value of one Share on the SAR Grant Date; and provided further that a Grantee may only exercise either the SAR or the Option with which it is granted in tandem and not both.

9.2. Other Terms.

The Board shall determine on the Grant Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

9.3. Term.

Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, upon the expiration of ten (10) years from the date such SAR is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such SAR.

9.4. Transferability of SARS.

Except as provided in Section 9.5, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise a SAR. Except as provided in Section 9.5, no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

9.5. Family Transfers.

If authorized in the applicable Award Agreement and by the Board, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this Section 9.5, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 9.5, any such SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Shares acquired pursuant to a SAR shall be subject to the same restrictions on transfer or shares as would have applied to the Grantee. Subsequent transfers of transferred SARs are prohibited except to Family Members of the original Grantee in accordance with this Section 9.5 or by will or the laws of descent and distribution.

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10. TERMS AND CONDITIONS OF RESTRICTED SHARES AND SHARE UNITS

10.1. Grant of Restricted Shares or Share Units.

Awards of Restricted Shares or Share Units may be made for consideration or no consideration (other than the par value of the Shares which shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate of the Company).

10.2. Restrictions.

At the time a grant of Restricted Shares or Share Units is made, the Board may, in its sole discretion, establish a period of time (a “restricted period”) applicable to such Restricted Shares or Share Units. Each Award of Restricted Shares or Share Units may be subject to a different restricted period. The Board may in its sole discretion, at the time a grant of Restricted Shares or Share Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Shares or Share Units as described in Section 14. Neither Restricted Shares nor Share Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Shares or Share Units.

10.3. Restricted Share Certificates.

Pursuant to Section 3.8, to the extent that ownership of Restricted Shares is evidenced by a book-entry registration or direct registration, such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Shares under the Plan and the applicable Award Agreement. Subject to Section 3.8 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Shares have been granted, share certificates representing the total number of Restricted Shares granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the shares of Restricted Shares are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each certificate, or (ii) such certificates shall be delivered to the Grantee, provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

10.4. Rights of Holders of Restricted Shares.

Unless the Board otherwise provides in an Award Agreement, holders of Restricted Shares shall have the right to vote such Shares and the right to receive any dividends declared or paid with respect to such Shares. The Board may provide that any dividends paid on Restricted Shares must be reinvested in Shares, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Shares. All distributions, if any, received by a Grantee with respect to Restricted Shares as a result of any share split, share

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dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant. Holders of Restricted Shares may not make an election under Code Section 83(b) with regard to the grant of Restricted Shares without Board approval.

10.5. Rights of Holders of Share Units.

10.5.1. Voting and Dividend Rights.

Holders of Share Units shall have no rights as shareholders of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the Shares subject to such Share Units, to direct the voting of the Shares subject to such Share Units, or to receive notice of any meeting of the Company’s shareholders). The Board may provide in an Award Agreement evidencing a grant of Share Units that the holder of such Share Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Shares, a cash payment for each Share Unit held equal to the per-share dividend paid on the Shares. Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Share Units at a price per unit equal to the Fair Market Value of a Share on the date that such dividend is paid. Notwithstanding the foregoing, if a grantor trust is established in connection with the Awards of Share Units and Shares are held in the grantor trust for purposes of satisfying the Company’s obligation to deliver Shares in connection with such Share Units, the Award Agreement for such Share Units may provide that such cash payment shall be deemed reinvested in additional Share Units at a price per unit equal to the actual price paid for each Share by the trustee of the grantor trust upon such trustee’s reinvestment of the cash dividend received.

10.5.2. Creditor’s Rights.

A holder of Share Units shall have no rights other than those of a general creditor of the Company. Share Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

10.6. Termination of Service.

Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Shares or Share Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Shares or Share Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Shares or any right to receive dividends with respect to Restricted Shares or Share Units.

10.7. Purchase of Restricted Shares and Shares Subject to Share Units.

The Grantee shall be required, to the extent required by Applicable Laws, to purchase the Restricted Shares or Shares subject to vested Share Units from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the Shares represented by such Restricted Shares or Share Units or (ii) the Purchase Price, if any, specified in the Award Agreement relating to such Restricted Shares or Share Units. The Purchase Price shall be payable in a form described in Section 12 or, in the discretion of the Board, in consideration for past or future Services rendered to the Company or an Affiliate.

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10.8. Delivery of Shares.

Upon the expiration or termination of any restricted period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to Restricted Shares or Share Units settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration or a share certificate evidencing ownership of such Shares shall, consistent with Section 3.8, be issued, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Share Unit once the Shares represented by the Share Unit has been delivered.

11. TERMS AND CONDITIONS OF UNRESTRICTED SHARE AWARDS AND OTHER EQUITY-BASED AWARDS

The Board may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Board) an Unrestricted Share Award to any Grantee pursuant to which such Grantee may receive Shares free of any restrictions (“Unrestricted Shares”) under the Plan. Unrestricted Share Awards may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of past or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee.

The Board may, in its sole discretion, grant Awards to Participants in the form of Other Equity-Based Awards, as deemed by the Board to be consistent with the purposes of the Plan. Awards granted pursuant to this Section 11 may be granted with vesting, value and/or payment contingent upon the attainment of one or more performance goals. The Board shall determine the terms and conditions of such Awards at the date of grant or thereafter. Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Other Equity-Based Awards, the Grantee shall have no further rights with respect to such Award.

12. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES

12.1. General Rule.

Payment of the Option Price for the Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Shares shall be made in cash or in cash equivalents acceptable to the Company.

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12.2. Surrender of Shares.

To the extent the Award Agreement so provides and subject to Applicable Law, payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Shares may be made all or in part through the tender or attestation to the Company of Shares, which shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise or surrender, as applicable.

12.3. Cashless Exercise.

With respect to an Option only (and not with respect to Restricted Shares), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option may be made all or in part (i) by delivery (on a form acceptable to the Board) by the Grantee of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 19.3, or (ii) with the consent of the Company, by the Grantee electing to have the Company issue to Grantee only that the number of Shares equal in value to the difference between the Option Price and the Fair Market Value of the Shares subject to the portion of the Option being exercised.

12.4. Other Forms of Payment.

To the extent the Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for Shares purchased pursuant to exercise of an Option or the Purchase Price for Restricted Shares may be made in any other form that is consistent with Applicable Laws, regulations and rules, including, without limitation, Service to the Company or an Affiliate or net exercise.

13. TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

13.1. Dividend Equivalent Rights.

A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the recipient. A Dividend Equivalent Right may be granted hereunder to any Grantee, provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent Rights shall be specified in the grant. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional Shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single installment or installments, all determined in the sole discretion of the Board. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such Dividend Equivalent

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Right shall expire or be forfeited or annulled under the same conditions as such other award. A Dividend Equivalent Right granted as a component of another Award may also contain terms and conditions different from the terms and conditions of such other Award. A cash amount credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests or is earned based upon the achievement of performance goals shall not vest unless such performance goals for such underlying Award are achieved.

13.2. Termination of Service.

Except as may otherwise be provided by the Board either in the Award Agreement or in writing after the Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination of Service for any reason.

14. TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS

14.1. Grant of Performance Awards and Annual Incentive Awards.

Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Awards and/or Annual Incentive Awards to a Plan participant in such amounts and upon such terms as the Committee shall determine.

14.2. Value of Performance Awards and Annual Incentive Awards.

Each Performance Award and Annual Incentive Award shall have an actual or target number of Shares or initial value that is established by the Committee at the time of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Awards that will be paid out to the Plan participant.

14.3. Earning of Performance Awards and Annual Incentive Awards.

Subject to the terms of the Plan, after the applicable Performance Period has ended, the holder of Performance Awards or Annual Incentive Awards shall be entitled to receive payout on the value and number of the Performance Awards or Annual Incentive Awards earned by the Plan participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

14.4. Form and Timing of Payment of Performance Awards and Annual Incentive Awards.

Payment of earned Performance Awards and Annual Incentive Awards shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Awards in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Awards at the close of the applicable Performance Period, or as soon as practicable after the Committee has determined that the performance goal or goals relating thereto have been

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achieved; provided that, unless specifically provided in the Award Agreement pertaining to the grant of the Award, such payment shall occur no later than the 15th day of the third month following the end of the calendar year in which the Performance Period ends. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

14.5. Performance Conditions.

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. If and to the extent required under Code Section 162(m), any power or authority relating to an Award intended to qualify under Code Section 162(m), shall be exercised by the Committee and not the Board.

14.6. Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees.

If and to the extent that the Committee determines that a Performance or Annual Incentive Award to be granted to a Grantee who is designated by the Committee as likely to be a Covered Employee should qualify as “qualified performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 14.6.

14.6.1. Performance Goals Generally.

The performance goals for Performance or Annual Incentive Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 14.6. Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to the grant, exercise and/or settlement of such Awards. Performance goals may differ for Awards granted to any one Grantee or to different Grantees.

14.6.2. Timing For Establishing Performance Goals.

Performance goals shall be established not later than the earlier of (i) 90 days after the beginning of any performance period applicable to such Awards and (ii) the day on which twenty-five percent (25%) of any performance period applicable to such Awards has expired, or at such other date as may be required or permitted for “qualified performance-based compensation” under Code Section 162(m).

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14.6.3. Settlement of Awards; Other Terms.

Settlement of such Awards shall be in cash, Shares, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in which such Performance or Annual Incentive Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a performance period or settlement of Awards.

14.6.4. Performance Measures.

The performance goals upon which the payment or vesting of a Performance or Annual Incentive Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures, with or without adjustment:

(a) funds from operations;

(b) adjusted funds from operations;

(c) net earnings or net income;

(d) operating earnings;

(e) pretax earnings;

(f) earnings per share;

(g) Share price, including growth measures and total shareholder return;

(h) earnings before interest and taxes;

(i) earnings before interest, taxes, depreciation and/or amortization;

(j) return measures, including return on assets, capital, investment, equity, sales or revenue;

(k) cash flow, including operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment;

(l) expense targets;

(m) market share;

(n) financial ratios as provided in credit agreements of the Company and its subsidiaries;

(o) working capital targets;

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(p) completion of asset acquisitions or dispositions and/or achievement of acquisition or disposition goals;

(q) revenues under management;

(r) distributions to shareholders; and

(s) any combination of any of the foregoing business criteria.

Business criteria may be (but are not required to be) measured on a basis consistent with U.S. Generally Accepted Accounting Principles.

Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any business unit of the Company, Subsidiary, and/or Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (f) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Section 14.

14.6.5. Evaluation of Performance.

The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in the Company’s annual report to shareholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees that are intended to qualify as Performance-Based Compensation, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

14.6.6. Adjustment of Performance-Based Compensation.

Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis, or any combination as the Committee determines.

14.6.7. Board Discretion.

In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without

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obtaining shareholder approval provided the exercise of such discretion does not violate Code Sections 162(m) or 409A. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 14.6.4.

14.7. Status of Awards Under Code Section 162(m).

It is the intent of the Company that Awards under Section 14.6 granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Code Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder. Accordingly, the terms of Section 14.6, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. If any provision of the Plan or any agreement relating to such Awards does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

15. TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS

LTIP Units are intended to be profits interests in the operating partnership affiliated with the Company, if any (such operating partnership, if any, the “Operating Partnership”), the rights and features of which, if applicable, will be set forth in the agreement of limited partnership for the Operating Partnership (the “Operating Partnership Agreement”). Subject to the terms and provisions of the Plan and the Operating Partnership Agreement, the Committee, at any time and from time to time, may grant LTIP Units to Plan participants in such amounts and upon such terms as the Committee shall determine. LTIP Units must be granted for service to the Operating Partnership. Subject to Section 18, each LTIP Unit granted under the Plan shall vest at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement.

16. PARACHUTE LIMITATIONS

If the Grantee is a “disqualified individual,” as defined in Code Section 280G(c), then, notwithstanding any other provision of the Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or an Affiliate, except an agreement, contract, or understanding that expressly addresses Code Section 280G or Code Section 4999 (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “Benefit Arrangement”), any right to exercise, vesting, payment or benefit to the Grantee under the Plan shall be reduced or eliminated:

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(i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or benefit to the Grantee under the Plan to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) as then in effect (a “Parachute Payment”) and

(ii) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.

The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Shares or Share Units, then by reducing or eliminating any other remaining Parachute Payments.

17. REQUIREMENTS OF LAW

17.1. General.

No participant in the Plan will be permitted to acquire, or will have any right to acquire, Shares thereunder if such acquisition would be prohibited by any share ownership limits contained in charter or bylaws or would impair the Company’s status as a REIT. The Company shall not be required to offer, sell or issue any Shares under any Award if the offer, sale or issuance of such Shares would constitute a violation by the Grantee, any other individual or entity exercising an Option, or the Company or an Affiliate of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the offering, listing, registration or qualification of any Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be offered, issued or sold to the Grantee or any other individual or entity exercising an Option pursuant to such Award unless such offering, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Without limiting the generality of the foregoing, in connection with the Securities Act, upon the exercise of any Option or any SAR that may be settled in Shares or the delivery of any Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to offer, sell or issue such Shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual or entity exercising an Option or SAR or accepting delivery of such Shares may acquire such Shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative

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action in order to cause the exercise of an Option or a SAR or the issuance of Shares pursuant to the Plan to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option (or SAR that may be settled in Shares) shall not be exercisable until the Shares covered by such Option (or SAR) are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (or SAR) under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

17.2. Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative with respect to such Awards to the extent permitted by Applicable Law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

18. EFFECT OF CHANGES IN CAPITALIZATION

18.1. Changes in Shares.

If the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of Shares or other securities of the Company on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of share, exchange of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Options and other Awards may be made under the Plan, including, without limitation, the limits set forth in Section 6.2, shall be adjusted proportionately and accordingly by the Company in a manner deemed equitable by the Committee in order to prevent undue dilution or enlargement of a Grantee’s benefits under an Award. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Company shall not be treated as an increase in shares affected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and Share Appreciation Rights to reflect such distribution.

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18.2. Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control.

Subject to Section 18.3, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of Shares subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the Shares remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing an Award, or in another agreement with the Grantee, or otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or consolidation. In the event of a transaction described in this Section 18.2, Performance Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the securities that a holder of the number of Shares subject to the Performance Awards would have been entitled to receive immediately following such transaction.

18.3. Change in Control in which Awards are not Assumed.

Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Options, SARs, Share Units, Dividend Equivalent Rights, Restricted Shares, LTIP Units or other Equity-Based Awards are not being assumed or continued:

(i) in each case with the exception of any Performance Award, all outstanding Restricted Shares and LTIP Units shall be deemed to have vested, all Share Units shall be deemed to have vested and the Shares subject thereto shall be delivered, and all Dividend Equivalent Rights shall be deemed to have vested and the Shares subject thereto shall be delivered, immediately prior to the occurrence of such Change in Control, and

(ii) either or both of the following two actions shall be taken:

(A) five (5) days prior to the scheduled consummation of a Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of five (5) days, or

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(B) the Board may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Shares, Share Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting in good faith), in the case of Restricted Shares or Share Units, equal to the formula or fixed price per share paid to holders of Shares and, in the case of Options or SARs, equal to the product of the number of Shares subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which (I) the formula or fixed price per share paid to holders of Shares pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such Award Shares. In the event that the Option Price or SAR Exercise Price of an Award exceeds the formula or fixed price per share paid to holders of Shares pursuant to such transaction, such Options or SARs may be terminated for no consideration.

(iii) for Performance Awards denominated in Shares, Share Units or LTIP Units, if less than half of the Performance Period has lapsed, the Awards shall be converted into Restricted Shares or Share Units assuming target performance has been achieved (or Unrestricted Shares if no further restrictions apply). If more than half the Performance Period has lapsed, the Awards shall be converted into Restricted Shares or Share Units based on actual performance to date (or Unrestricted Shares if no further restrictions apply). If actual performance is not determinable, then Performance Awards shall be converted into Restricted Shares or Share Units assuming target performance has been achieved, based on the discretion of the Committee (or Unrestricted Shares if no further restrictions apply).

(iv) Other-Equity Based Awards shall be governed by the terms of the applicable Award Agreement.

With respect to the Company’s establishment of an exercise window, (i) any exercise of an Option or SAR during such five (5)-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Change in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate. The Board shall send notice of an event that will result in such a termination to all individuals and entities that hold Options and SARs not later than the time at which the Company gives notice thereof to its shareholders.

18.4. Change in Control in which Awards are Assumed.

Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued:

The Plan, Options, SARs, Share Units, Restricted Shares and Other Equity-Based Awards theretofore granted shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with

29

such Change in Control for the assumption or continuation of the Options, SARs, Share Units, Restricted Shares and Other Equity-Based Awards theretofore granted, or for the substitution for such Options, SARs, Share Units, Restricted Shares and Other Equity-Based Awards for new common stock options and stock appreciation rights and new common stock units, restricted stock and other equity-based awards relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and option and stock appreciation rights exercise prices.

18.5. Adjustments

Adjustments under this Section 18 related to Shares or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Board shall determine the effect of a Change in Control upon Awards other than Options, SARs, Share Units and Restricted Shares, and such effect shall be set forth in the appropriate Award Agreement. The Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 18.1, 18.2, 18.3 and 18.4. This Section 18 does not limit the Company’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of change in control events that do not constitute a Change in Control.

18.6. No Limitations on Company.

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or engage in any other transaction or activity.

19. GENERAL PROVISIONS

19.1. Disclaimer of Rights.

No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual or entity the right to remain in the employ or Service of the Company or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or decrease the compensation or other payments to any individual or entity at any time, or to terminate any employment or other relationship between any individual or entity and the Company or an Affiliate. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

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19.2. Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable.

19.3. Withholding Taxes.

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any Shares upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or an Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided, that if there is a same-day sale of Shares subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or an Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or an Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or an Affiliate Shares already owned by the Grantee. The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the Shares used to satisfy such withholding obligation shall be determined by the Company or an Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 19.3 may satisfy his or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, lapse of restrictions applicable to such Award or payment of Shares pursuant to such Award, as applicable, cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company or an Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of Shares. Notwithstanding Section 2.19 or this Section 19.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to this Section 19.3, for any Shares subject to an Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such shares shall be the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date), so long as such Grantee has provided the Company or an Affiliate, or its designee or agent, with advance written notice of such sale.

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19.4. Captions.

The use of captions in the Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

19.5. Other Provisions.

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.

19.6. Number and Gender.

With respect to words used in the Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

19.7. Severability.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

19.8. Governing Law.

The validity and construction of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

19.9. Code Section 409A.

The Company intends to comply with Code Section 409A, or an exemption to Code Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation within the meaning of Code Section 409A. To the extent that the Company determines that a Grantee would be subject to the additional twenty percent (20%) tax imposed on certain nonqualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of any Award granted under the Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board. Notwithstanding any other provision of the Plan or an Award Agreement to the contrary, if at the time of payment or settlement of an Award, a Grantee is a specified employee (within the meaning of Code Section 409A and using the identification methodology selected by the Company, from time to time), and the Company makes a good faith determination that an amount payable to such a Grantee constitutes nonqualified deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six (6) month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then the Company will not

32

pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six (6) month period (or upon Grantee’s death, if earlier). Notwithstanding anything to the contrary in the Plan or an Award Agreement, in no event shall the Company or an Affiliate be required to indemnify a Grantee for any taxes imposed by Code Section 409A.

* * *

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To record adoption of the Plan by the Board as of             , 2013, and approval of the Plan by the shareholders on             , 2013, the Company has caused its authorized officer to execute the Plan.

QTS REALTY TRUST, INC.

By:

Title:

EX-10.28

Exhibit 10.28

QTS REALTY TRUST, INC.

2013 EQUITY INCENTIVE PLAN

RESTRICTED SHARES AGREEMENT

QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants its shares of Class A Common Stock, par value $0.01 (“Restricted Shares”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).

Name of Grantee:                                                                                                       

Grantee’s Social Security Number:             -            -            

Number of Restricted Shares:                                 

Grant Date:                                 

Vesting Schedule:                                 

[                    ]

Purchase Price per Share: $            .            

By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent.

Grantee:		Date:
	(Signature)
Company:		Date:
	(Signature)
Title:

Attachment

This is not a share certificate or a negotiable instrument.

1

QTS REALTY TRUST, INC.

2013 EQUITY INCENTIVE PLAN

RESTRICTED SHARES AGREEMENT

Restricted Shares	This Agreement evidences an award of Shares in the number set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and on the cover sheet (the “Restricted Shares”).
The Plan	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate shall supersede this Agreement with respect to its subject matter.
Transfer of Unvested Restricted Shares	Unvested Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Shares be made subject to execution, attachment or similar process. If you attempt to do any of these things, the Restricted Shares will immediately become forfeited.
Issuance and Vesting	The Company will issue your Restricted Shares or will make a book-entry registration for your Restricted Shares in the name set forth on the cover sheet. Your rights under this Restricted Shares grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheet. [Notwithstanding your vesting schedule, the Restricted Shares will become 100% vested upon your termination of Service due to your death or Disability.]
[Change in Control	Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Shares will become 100% vested (i) if the Restricted Shares are not assumed, or equivalent restricted securities are not substituted for the Restricted Shares, by the Company or its successor, or (ii) if assumed or substituted for, upon your Involuntary Termination within the 12-month period following the consummation of the Change in Control.

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	“Involuntary Termination” means termination of your Service by reason of (i) your involuntary dismissal by the Company or its successor for reasons other than Cause; or (ii) your voluntary resignation for Good Reason as defined in any applicable employment or severance agreement, plan, or arrangement between you and the Company, or if none, then as set forth in the Plan following (x) a substantial adverse alteration in your title or responsibilities from those in effect immediately prior to the Change in Control; (y) a reduction in your annual base salary as of immediately prior to the Change in Control (or as the same may be increased from time to time) or a material reduction in your annual target bonus opportunity as of immediately prior to the Change in Control; or (z) the relocation of your principal place of employment to a location more than 35 miles from your principal place of employment as of the Change in Control or the Company’s requiring you to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations as of immediately prior to the Change in Control. To qualify as an “Involuntary Termination” you must provide notice to the Company of any of the foregoing occurrences within 90 days of the initial occurrence and the Company shall have 30 days to remedy such occurrence.]
Evidence of Issuance	The issuance of the Shares under the grant of Restricted Shares evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates, with any unvested Restricted Shares bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Shares vests, the recordation of the number of Restricted Shares attributable to you will be appropriately modified if necessary.
Forfeiture of Unvested Restricted Shares	Unless the termination of your Service triggers accelerated vesting of your Restricted Shares or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Shares in the event you are no longer providing Service.
Forfeiture of Rights	If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of any the Company or any Affiliate or any confidentiality obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Shares awarded under this Agreement and the Restricted Shares shall immediately expire.

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	In addition, if you have vested in Restricted Shares during the [three] year period prior to your actions, you will owe the Company a cash payment (or forfeiture of Shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Restricted Shares or any other Shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree.
Withholding Taxes	You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Shares. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement).
Retention Rights	This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason.

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Shareholder Rights	You have the right to vote the Restricted Shares and to receive any dividends declared or paid on such shares, provided that no dividends shall be paid on any unvested Restricted Shares unless and until such Restricted Shares vest. You have the right to payment of any dividends within 45 days of the vesting date of the Shares on which dividends are declared or paid. Any distributions you receive as a result of any stock split, stock dividend, combination of shares or other similar transaction shall be deemed to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. The Company may in its sole discretion require any dividends paid on the Restricted Shares to be reinvested in Shares, which the Company may in its sole discretion deem to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued.
Legends	If and to the extent that the Shares are represented by certificates rather than book entry, all certificates representing the Shares issued under this grant shall, where applicable, have endorsed thereon the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” To the extent the Shares are represented by a book entry, such book entry will contain an appropriate legend or restriction similar to the foregoing.
Clawback	This Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the

5

	misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. [Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Shares received in connection with this Award (or an amount equal to the fair market value of such Shares on the date of delivery if you no longer hold the Shares) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award]
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data.
Purchase Price	If a purchase price is required by Applicable Law, it shall be deemed paid by your prior or future Service.
Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, please contact                       to request paper copies of these documents.

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan.

6

EX-10.29

Exhibit 10.29

QTS REALTY TRUST, INC.

2013 EQUITY INCENTIVE PLAN

NON-QUALIFIED OPTION AGREEMENT

QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase its shares of Class A Common Stock, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).

Grant Date:                     , 20__

Name of Optionee:                                                                                           

Optionee’s Social Security Number:             -            -            

Number of Shares Covered by Option:                             

Option Price per Share: $            .             (At least 100% of Fair Market Value)

Vesting Schedule [                    ]

By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent.

Optionee:	(Signature)	Date:
Company:	(Signature)	Date:
Title:

Attachment

This is not a share certificate or a negotiable instrument.

QTS REALTY TRUST, INC.

2013 EQUITY INCENTIVE PLAN

NON-QUALIFIED OPTION AGREEMENT

Non-qualified Option	This Agreement evidences an award of an Option exercisable for that number of Shares set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and on the cover sheet. This option is not intended to be an incentive option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
The Plan	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate shall supersede this Agreement with respect to its subject matter.
Transfer of Option	During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. The Option may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Option be made subject to execution, attachment or similar process. If you attempt to do any of these things, this Option will immediately become forfeited. Notwithstanding these restrictions on transfer, the Plan administrator may authorize, in its sole discretion, the transfer of a vested Option (in whole or in part) to a member of your immediate family or a trust for the benefit of your immediate family.
Vesting	Your Option shall vest in accordance with the vesting schedule shown on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheet and is exercisable only as to its vested portion.
	No additional Shares will vest after your Service has terminated for any reason.

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[Change in Control

Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, this option will become 100% vested (i) if it is not assumed, or equivalent options are not substituted for the options, by the Company or its successor, or (ii) if assumed or substituted for, upon your Involuntary Termination within the 12-month period following the consummation of the Change in Control. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the option will expire one year after the date of your termination of Service, for any reason, within such 12-month period. “Involuntary Termination” means termination of your Service by reason of (i) your involuntary dismissal by the Company or its successor for reasons other than Cause; or (ii) your voluntary resignation for Good Reason as defined in any applicable employment or severance agreement, plan, or arrangement between you and the Company, or if none, then as set forth in the Plan following (x) a substantial adverse alteration in your title or responsibilities from those in effect immediately prior to the Change in Control; (y) a reduction in your annual base salary as of immediately prior to the Change in Control (or as the same may be increased from time to time) or a material reduction in your annual target bonus opportunity as of immediately prior to the Change in Control; or (z) the relocation of your principal place of employment to a location more than 35 miles from your principal place of employment as of the Change in Control or the Company’s requiring you to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations as of immediately prior to the Change in Control. To qualify as an “Involuntary Termination” you must provide notice to the Company of any of the foregoing occurrences within 90 days of the initial occurrence and the Company shall have 30 days to remedy such occurrence.]

Forfeiture of Unvested Options / Term

Unless the termination of your Service triggers accelerated vesting or other treatment of your Option pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or Affiliate and you, you will automatically forfeit to the Company those portions of the Option that have not yet vested in the event your Service terminates for any reason. Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below.

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Expiration of Vested Options After Service Terminates	If your Service terminates for any reason, other than death, Disability or Cause, then the vested portion of your Option will expire at the close of business at Company headquarters on the 90th day after your termination date. If your Service terminates because of your death or Disability, or if you die during the 90-day period after your termination for any reason (other than Cause), then the vested portion of your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death or termination for Disability. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option. If your Service is terminated for Cause, then you shall immediately forfeit all rights to your entire Option and the Option shall immediately expire.
Forfeiture of Rights	If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate or any confidentiality obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to this Option and the Option shall immediately expire. In addition, if you have exercised any options during the [three] year period prior to your actions, you will owe the Company a cash payment (or forfeiture of Shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), less the option exercise price, and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company, less the option exercise price (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other Shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

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	Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree.
Notice of Exercise	The Option may be exercised, in whole or in part, to purchase a whole number of vested Shares of not less than 100 shares, unless the number of vested shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must exercise in a manner required or permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you exercise your Option, you must include payment of the option price indicated on the cover sheet for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: • Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company. • Shares of Shares which are owned by you and which are surrendered to the Company. The Fair Market Value of the shares as of the effective date of the option exercise will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Committee of the Board if you are either an executive officer or a director of the Company).
Evidence of Issuance	The issuance of the shares upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more Shares certificates.

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Withholding Taxes	You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or sale of Shares arising from this Option, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement).
Retention Rights	This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until the Shares has been issued upon exercise of your Option and either a certificate evidencing your Shares has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Clawback	This Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any

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	payment in settlement of this Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. [Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Shares received in connection with this Award (or an amount equal to the fair market value of such Shares on the date of delivery if you no longer hold the Shares) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award]
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data.
Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, please contact _____________ to request paper copies of these documents.

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan.

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EX-10.30

Exhibit 10.30

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MAY 1, 2013

BY AND AMONG

QUALITYTECH, LP,

AS BORROWER

AND

KEYBANK NATIONAL ASSOCIATION,

THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT

AND

OTHER LENDERS THAT MAY BECOME

PARTIES TO THIS AGREEMENT,

KEYBANK NATIONAL ASSOCIATION,

AS AGENT,

REGIONS BANK,

AS SYNDICATION AGENT,

AND

KEYBANC CAPITAL MARKETS,

AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 1st day of May, 2013, by and among QUALITYTECH, LP, a Delaware limited partnership (“QTLP” or the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager, and REGIONS BANK, as Syndication Agent.

R E C I T A L S

WHEREAS, The Borrower, Quality Investment Properties Metro, LLC, a Delaware limited liability company (“QIPM”), Quality Investment Properties, Suwanee, LLC, a Delaware limited liability company (“QIPS”), Quality Technology Services Metro II, LLC, a Delaware limited liability company (“QTS Metro TRS”), Quality Technology Services Suwanee II, LLC, a Delaware limited liability company (“QTS Suwanee TRS”), KeyBank, individually and as administrative agent, and the other parties thereto have entered into that certain First Amended and Restated Credit Agreement dated as of February 8, 2012, as amended by that certain First Amendment to First Amended and Restated Credit Agreement dated as of September 28, 2012 (collectively, the “First Amended and Restated Credit Agreement”); and

WHEREAS, the parties desire to enter into this Agreement to amend and restate the First Amended and Restated Credit Agreement in its entirety;

NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree as follows:

§1. DEFINITIONS AND RULES OF INTERPRETATION.

§1.1 Definitions. The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this Agreement referred to below:

Additional Commitment Request Notice. See §2.11(b).

Additional Subsidiary Guarantor. Each additional Subsidiary of Parent Company which becomes a Guarantor pursuant to §5.3.

Adjusted Consolidated EBITDA. On any date of determination, (a) the Consolidated EBITDA for the prior two (2) fiscal quarters most recently ended, multiplied by two (2), less (b) the Capital Reserve.

Adjusted Net Operating Income. On any date of determination, (a) the Net Operating Income for the prior two (2) fiscal quarters most recently ended, multiplied by two (2), less (b) the Capital Reserve.

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Affiliate. An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person or any Person who has a direct familial relationship by blood, marriage, or otherwise with the Borrower or any Affiliate of either of them. For purposes of this definition, “control” (including, with correlative meanings, the terms “control”, “controlling”, “controlled by” and “under common control with”), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote twenty-five percent (25%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing twenty-five percent (25%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person.

Agent. KeyBank National Association, acting as administrative agent for the Lenders, and its successors and assigns.

Agent’s Head Office. The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders.

Agent’s Special Counsel. McKenna Long & Aldridge LLP or such other counsel as selected by Agent.

Agreement. This Second Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto.

Agreement Regarding Fees. See §4.2.

Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent Company and its respective Subsidiaries to the Gross Asset Value of Parent Company and its respective Subsidiaries:

Pricing Level	Ratio	LIBOR Rate Loans			Base Rate Loans
Pricing Level 1	Less than or equal to 35%		2.10	%		1.10	%
Pricing Level 2	Greater than 35% but less than or equal to 45%		2.35	%		1.35	%
Pricing Level 3	Greater than 45% but less than or equal to 50%		2.60	%		1.60	%
Pricing Level 4	Greater than 50%		2.85	%		1.85	%

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The initial Applicable Margin shall be at Pricing Level 2. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1^st) day of the first (1^st) month following the delivery by Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1^st) day of the first (1^st) month following receipt of such Compliance Certificate.

In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments or Term Loan Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Arranger. KeyBanc Capital Markets or any successor.

Assignment and Acceptance Agreement. See §18.1.

Authority. Fulton County Development Authority, a body corporate and politic created and existing under the laws of the State of Georgia.

Authorized Officer. Any of the following Persons: Shirley Goza, Jay Ketterling, Bill Schafer or Chad L. Williams and such other Persons as the Borrower shall designate in a written notice to Agent.

Balance Sheet Date. March 31, 2013.

Bankruptcy Code. Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.

Base Rate. The greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its “prime rate,” (b) one-half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) the applicable LIBOR for a one month interest period plus one percent (1.0%) per annum. The Base Rate is a reference rate and

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does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind.

Base Rate Loans. Collectively, the Revolving Credit Base Rate Loans, the Term Base Rate Loans and the Swing Loans bearing interest calculated by reference to the Base Rate.

Bond. See §6.31(f).

Bond Subordinate Debt. All amounts loaned to the Authority and which are subject to the Bond Subordination and Standstill Agreement.

Bond Subordination and Standstill Agreement. The Second Amended and Restated Subordination and Standstill Agreement of even date herewith, by and between QIPM, Agent and the Authority, which relates to the Bond Subordinate Debt, as the same may be modified or amended.

Borrower. As stated in the preamble hereto.

Breakage Costs. The cost to any Lender of re-employing funds bearing interest at LIBOR incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (iii) the failure of the Borrower to draw down, on the first day of the applicable Interest Period, any amount as to which the Borrower has elected a LIBOR Rate Loan. The maximum Breakage Cost will not exceed the positive difference between the existing LIBOR rate for the LIBOR Rate Loan being paid, converted or failed to be drawn down, if higher, and the then current LIBOR rate for LIBOR Rate Loans on such date for a similar Interest Period multiplied by the amount being repaid times the number of days remaining in the existing LIBOR rate divided by 365.

Building. With respect to each parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located thereon.

Business Day. Any day on which banking institutions located in the same city and State as the Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.

Capital Reserve. For any period and with respect to any improved portion of a Stabilized Property, an amount equal to $0.25 multiplied by the total raised square footage of the Buildings in such Real Estate. If the term Capital Reserve is used without reference to any specific Real Estate, then the amount shall be determined on a pro rata aggregate basis with respect to all Real Estate of the Borrower and its Subsidiaries and a proportionate share of all Real Estate of all Unconsolidated Affiliates of Parent Company. The Capital Reserve shall be calculated based on the total raised square footage of the Buildings owned (or ground leased) at the end of each fiscal quarter, less the total raised square footage of unoccupied space held for development or redevelopment.

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Capitalization Rate. Nine percent (9.00%).

Capitalized Lease. A lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP.

Cash Collateralize. To pledge and deposit with or deliver to the Agent, for the benefit of the Agent, the Issuing Lender, the Swing Loan Lender or the Revolving Credit Lenders (as applicable), as collateral for the Letter of Credit Liabilities, Swing Loans or obligations of the Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), cash or, if the Issuing Lender or Swing Loan Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Agent and (b) the Issuing Lender or Swing Loan Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

Cash Equivalents. As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least A- or the equivalent thereof by S&P or A3 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least AAA or the equivalent thereof by Moody’s.

CERCLA. The federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder.

Change of Control. A Change of Control shall exist upon the occurrence of any of the following:

(a) Following the occurrence of the IPO Event, any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder), other than Chad L. Williams, General Atlantic, their respective controlled Affiliates, and Permitted Transferees, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of REIT equal to at least thirty percent (30.0%); or

(b) Following the occurrence of the IPO Event, as of any date a majority of the Board of Directors or Trustees or similar body (the “REIT Board”) of REIT consists of individuals who were not either (i) directors or trustees of REIT as of the corresponding date

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of the previous year, or (ii) selected or nominated to become directors or trustees by the REIT Board, a majority of which consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors or trustees by the REIT Board a majority of which consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii) above (excluding, in the case of both clause (ii) and (iii) above, any individual whose initial nomination for, or assumption of office as, a member of the REIT Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors or trustees by any Person or group other than a solicitation for the election of one or more directors or trustees by or on behalf of the REIT Board); or

(c) Following the occurrence of the IPO Event, REIT shall fail to be the sole general partner of the Borrower (or the one hundred percent (100%) owner of such general partner), shall fail to own such general partnership interest in the Borrower free of any Lien (other than Liens permitted by §8.2(i)), or shall fail to control the management and policies of the Borrower; or

(d) Following the occurrence of the IPO Event, the financial results of the Borrower and its Subsidiaries shall fail to be Consolidated with the accounts of REIT; or

(e) The Borrower or any Guarantor consolidates with, is acquired by, or merges into or with any Person (other than as permitted by §8.4); or

(f) Until the occurrence of the IPO Event, except as permitted below in this definition, Chad L. Williams or his majority owned and controlled Affiliates or a Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity, fail to own in the aggregate, directly or indirectly, at least eighty percent (80.0%) of the economic, voting and beneficial interests in General Partner, or shall fail to own such interests free of any Lien (other than Liens of the type permitted by §8.2(i)); or

(g) Until the occurrence of the IPO Event, except as permitted below in this definition, Chad L. Williams, a Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity, General Atlantic or their respective majority owned and controlled Affiliates fail to own, directly or indirectly, at least twenty-one percent (21.0%) and fifty-one percent (51.0%), respectively, of the economic, voting and beneficial interests as limited partners in the Borrower, or in either case shall fail to own such interests free of any Lien (other than Liens of the type permitted by §8.2(i)); or

(h) Until the occurrence of the IPO Event, General Partner shall fail to be the sole general partner of the Borrower, shall fail to own such general partner interest in the Borrower free of any Lien (other than Liens of the type permitted by §8.2(i)), or shall fail to control the management and policies of the Borrower; or

(i) The Borrower fails to own directly or indirectly, free of any Lien (other than Liens permitted by §8.2(i)), at least one hundred percent (100%) of the economic, voting and beneficial interest of each Guarantor (other than REIT) and each Additional Subsidiary Guarantor.

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Notwithstanding anything to the contrary in paragraphs (f) or (g) of this definition of “Change of Control”, prior to the IPO Event, a Transfer of membership interests in the General Partner or limited partnership interests in the Borrower shall not be deemed to be a “Change of Control”, provided that (i) each of Chad L. Williams or a Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity continue to own, directly or indirectly, at least fifty-one percent (51%) of the membership interests in General Partner owned by such Person as of the Closing Date, (ii) each of Chad L. Williams (together with any Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity), or General Atlantic continue to own, directly or indirectly, at least fifty-one percent (51.0%) of the limited partnership interests of the Borrower owned by such Person as of the Closing Date, (iii) Chad L. Williams and General Atlantic continue to control the management and policies of the Borrower, (iv) the Borrower continues to own directly or indirectly one hundred (100%) of any Subsidiary Guarantor and any Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries), (v) [intentionally omitted], (vi) no such Transfer, individually or in the aggregate, shall result in any Person other than Chad L. Williams or General Atlantic having a consent right, veto or other blocking rights with respect to any management, policies, decisions or actions of General Partner or the Borrower, (vii) Agent shall have received evidence that any consents to such Transfer required under the organizational agreements of the Borrower and General Partners, as applicable, have been obtained, (viii) the requirements set forth in subsections (i) through (vii) above continue to be satisfied following the granting of any pledge and/or the exercise of the pledgee’s rights (including a foreclosure or sale) under any pledge, (ix) Agent shall receive not less than fifteen (15) days’ prior notice of such proposed Transfer and confirmed no such transferee is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), (x) Agent shall receive copies of the documents that will effectuate such Transfer fifteen (15) days prior to the occurrence thereof, and (xi) no Default or Event of Default shall have occurred and be continuing under this Agreement or any of the other Loan Documents or result from any such Transfer.

For avoidance of doubt, the term “Change of Control” does not include, and shall not be deemed to occur as a result of, the IPO Event and so long as any class of shares in the REIT are traded on a nationally recognized securities exchange, the issuance, trading, and redemption of the Equity Interests in the REIT, except as expressly set forth in sub-paragraph (a) above of this definition.

Closing Date. The date of this Agreement.

8

Code. The Internal Revenue Code of 1986, as amended.

Commitment. With respect to each Lender, the aggregate of (a) the Revolving Credit Commitment of such Lender and (b) the Term Loan Commitment of such Lender.

Commitment Increase. An increase in the Total Revolving Credit Commitment and/or Total Term Loan Commitment to an aggregate Total Commitment of not more than $675,000,000.00 in the aggregate pursuant to §2.11.

Commitment Percentage. With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Commitments of the Lenders have been terminated as provided in this Agreement, then the Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Commodity Exchange Act. The Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.

Compliance Certificate. See §7.4(c).

Consolidated. With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

Consolidated EBITDA. With respect to any period, an amount equal to the EBITDA of Parent Company and its Subsidiaries for such period determined on a Consolidated basis.

Consolidated Fixed Charges. For any period, the sum of (i) Consolidated Interest Expense for such period, plus (ii) all regularly scheduled principal payments made with respect to Indebtedness of Parent Company and its Subsidiaries during such period, other than any balloon or bullet payments necessary to repay maturing debt in full, plus (iii) all Preferred Distributions paid during such period. Parent Company’s pro rata share of the fixed charges (the sum of (i), (ii), and (iii) in the preceding sentence) of Unconsolidated Affiliates of Parent Company shall be included in determination of Consolidated Fixed Charges.

Consolidated Interest Expense. For any period, without duplication, (a) the total Interest Expense of Parent Company and its Subsidiaries determined on a consolidated basis, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

Consolidated Tangible Net Worth. The amount by which Gross Asset Value exceeds Consolidated Total Indebtedness.

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Consolidated Total Indebtedness. All Indebtedness of Parent Company and its Subsidiaries determined on a consolidated basis and shall include (without duplication) such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.

Consolidated Total Unsecured Debt. As of any date of determination, all Unsecured Debt of Parent Company and its Subsidiaries determined on a consolidated basis and shall include (without duplication) such Person’s Equity Percentage of the Unsecured Debt of its Unconsolidated Affiliates.

Contribution Agreement. That certain Second Amended and Restated Contribution Agreement dated of even date herewith among the Borrower, the Guarantors and each Additional Subsidiary Guarantor which may hereafter become a party thereto, as the same may be modified, amended or ratified from time to time.

Conversion/Continuation Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §4.1.

Cross-Collateralize. With respect to any Person, shall mean (a) the granting of a Lien by such Person on all or a portion of the assets of such Person to secure Indebtedness owing by such Person to a lender and the granting of a Lien by such Person on the same group of assets to secure Indebtedness owing by such Person to (i) the same lender under a different agreement, note or other instrument or (ii) one or more other lenders, or (b) the granting of a Lien by such Person on more than one project (including its related assets) of such Person to secure Indebtedness owing by such Person to one or more lenders under one agreement, note or other instrument or (c) the granting of a Lien by such Person on all or a portion of its assets to secure Indebtedness owing by another Person.

DAFC. The Development Authority of Fulton County, Georgia.

DAFC Transaction. The conveyance of the Metro Property and the consummation of the transactions evidenced and contemplated by the Metro Indenture and the Metro Ground Lease.

Data Center Property. (i) Highly specialized, secure single or multi-tenant facilities used in whole or in substantial part for housing a large number of computer servers and the key infrastructure, including generators and heating, ventilation and air conditioning, or HVAC systems, necessary to power and cool the servers and ancillary office and storage space related thereto, (ii) any facilities used in whole or in substantial part for technological purposes similar to those described in sub-part (i) above including, without limitation, manufacturing of semi-conductors or other special purpose buildings requiring custom security or environmental controls, (iii) any office building that is part of a complex or group of buildings containing the types of facilities described in sub-parts (i) or (ii) above, and (iv) the Real Estate of the Borrower located in Sandston, Virginia commonly known as 6000 Technology Boulevard, Sandston, Virginia 23150 which shall be used in whole or in part for the uses described in clauses (i)-(iii) above.

Debt Offering. The issuance and sale by Parent Company or any of its Subsidiaries of any debt securities of such Person.

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Default. See §12.1.

Default Rate. See §4.12.

Defaulting Lender. Any Lender that, as reasonably determined by the Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such failure arises out of a good faith dispute between such Lender and the Borrower or the Agent, (b) (i) has notified the Borrower, the Agent or any Lender that it does not intend to comply with its funding obligations hereunder or (ii) has made a public statement to that effect with respect to its funding obligations hereunder, unless with respect to this clause (b), such failure is subject to a good faith dispute, (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent that it will comply with its funding obligations hereunder; provided that, notwithstanding the provisions of §2.14, such Lender shall cease to be a Defaulting Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person). Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent demonstrable error, and such Lender shall be deemed to be a Defaulting Lender (subject to §2.14(g)) upon delivery of written notice of such determination to the Borrower and each Lender.

Derivatives Contract. Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any

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combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

Derivatives Termination Value. In respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Agent or any Lender).

Development Property. Any Real Estate owned or acquired by Parent Company and its Subsidiaries and on which such Person is pursuing construction of one or more buildings for use as a Data Center Property and for which construction is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant to the ordinary course of business of Parent Company and its Subsidiaries; provided that any Data Center Property will no longer be considered to be a Development Property at the earlier of (a) the date on which such Development Property’s capitalized value determined in accordance with GAAP exceeds its book value determined in accordance with GAAP, (b) the date on which all improvements related to the development of such Development Property have been substantially completed (excluding tenants improvements) for eighteen (18) months, or (c) the date upon which notice is received by Agent from the Borrower that it elects to designate such Development Property as a Stabilized Property. Each individual phase of a given development will be considered a separate and distinct project for purposes of this definition.

Disclosed Competitors. Any of the companies listed on Schedule 1.3 attached hereto and made a part hereof.

Distribution. Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of Guarantors, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding, except a dividend or distribution payable solely in Equity Interests of identical class to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of Guarantors, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding (other than exchange of an Equity Interest for another Equity Interest of the same Person); and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Guarantors, the Borrower, or any of their respective Subsidiaries now or hereafter outstanding.

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Dollars or $. Dollars in lawful currency of the United States of America.

Domestic Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.

Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, is converted in accordance with §4.1.

EBITDA. With respect to Parent Company and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) Set-up Fees that are amortized over the term of the applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, and (ii) merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted for the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R.

Eligible Real Estate. Real Estate:

(a) which is wholly-owned in fee (or leased under a Ground Lease) by the Borrower or a Subsidiary Guarantor;

(b) which is located within the 50 States of the United States or the District of Columbia;

(c) which is improved by an income-producing Data Center Property;

(d) as to which all of the representations set forth in §6 of this Agreement concerning such Unencumbered Asset Pool Property are true and correct;

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(e) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents, or will receive and approve them prior to inclusion of such Real Estate in the Unencumbered Asset Pool; and

(f) as to which, notwithstanding anything to the contrary contained herein, the Agent has approved for inclusion in the Unencumbered Asset Pool.

Eligible Real Estate Qualification Documents. See Schedule 1.2 attached hereto.

Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower, any Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.

Environmental Engineer. A firm of independent professional engineers or other scientists generally recognized as expert in the detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to the Agent in its reasonable discretion.

Environmental Laws. Any agreement or restriction pertaining to any Mold Condition or any federal, state or local statute, regulation, ordinance, code, rule, regulation or rule of common law or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to any Hazardous Substances, Mold, drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes and their state and local equivalents, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as are applicable and as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

Equipment Intercreditor Agreement. The Second Amended and Restated Subordination and Intercreditor Agreement dated of even date herewith by and between Agent and Equipment Lender.

Equipment Lender. Caterpillar Financial Services Corporation.

Equipment Loan. A loan from Equipment Lender to QIPM in the original principal amount of $25,000,000 provided pursuant to the Equipment Loan Documents as the same may be amended, modified, increased, consolidated or restated as provided herein, subject to the terms of the Equipment Intercreditor Agreement.

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Equipment Loan Documents. The Loan Agreement dated as of April 9, 2010 between Equipment Lender and QIPM and any other promissory notes, documents, agreements or instruments now or hereafter executed and delivered by or on behalf of QIPM or any other person or entity in connection with the Equipment Loan, as any of the same may be from time to time amended, extended, supplemented, consolidated, renewed, restated or otherwise modified.

Equity Interests. With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

Equity Offering. The issuance and sale after the Closing Date by Parent Company or any of its Subsidiaries of any Equity Interests of such Person.

Equity Percentage. The aggregate ownership percentage of the Borrower, a Guarantor or their respective Subsidiaries in each Unconsolidated Affiliate.

ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

ERISA Affiliate. Any Person which is treated as a single employer with Parent Company or its Subsidiaries under §414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.

Event of Default. See §12.1.

Excluded Hedge Obligation. With respect to any Guarantor, any Hedge Obligation, if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedge Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Hedge Obligation. If a Hedge Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedge Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

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Existing Letters of Credit. The Letters of Credit issued by Issuing Lender and described on Schedule 2.10 hereto.

Extension Request. See §2.15(a).

FATCA. Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations promulgated thereunder or official interpretations thereof.

Federal Funds Effective Rate. For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”

Fee Owner. See §6.32(a).

First Amended and Restated Credit Agreement. As defined in the recitals.

Fronting Exposure. At any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Revolving Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders or cash collateral or other credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof and (b) with respect to the Swing Loan Lender, such Defaulting Lender’s Revolving Commitment Percentage of Swing Loans other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swing Loan Lender shall have been provided in accordance with the terms hereof.

Funds from Operations. With respect to any Person for any period, an amount equal to the Net Income (or Loss) of such Person for such period, computed in accordance with GAAP, excluding gains and losses from sales of property, non-cash impairment charges and non-cash charges and gains from Derivatives Contracts, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be recalculated to reflect funds from operations on the same basis. Funds from Operations shall be reported in accordance with NAREIT policies unless otherwise agreed to above in this definition.

GAAP. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles.

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General Atlantic. General Atlantic REIT, Inc., a Maryland corporation.

General Partner. QualityTech GP, LLC, a Delaware limited liability company, or any other successor general partner of the Borrower in connection with the IPO Event.

Governmental Authority. The government of the United States of America or any other nation, or of any political subdivision thereof whether state or local agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Gross Asset Value. On a consolidated basis for Parent Company and its Subsidiaries, Gross Asset Value shall mean the sum of (without duplication with respect to any Real Estate):

(i) the Adjusted Net Operating Income (but not less than zero) of any Real Estate owned by Parent Company or any of its Subsidiaries which is a Stabilized Property divided by the Capitalization Rate (expressed as a decimal); plus

(ii) the cost basis book value determined in accordance with GAAP of all Real Estate acquired by Parent Company or any of its Subsidiaries during the prior two (2) fiscal quarters most recently ended; plus

(iii) the book value determined in accordance with GAAP of all Development Properties owned by Parent Company or any of its Subsidiaries; plus

(iv) the book value determined in accordance with GAAP of all Land Assets of Parent Company and its Subsidiaries, plus

(v) the aggregate amount of all Unrestricted Cash and Cash Equivalents of Parent Company and its Subsidiaries as of the date of determination; plus

(vi) the amount of cash contained in any accounts established by or for the benefit of Parent Company or its Subsidiaries to effectuate a tax-deferred exchange (also known as a “1031” exchange) in connection with the purchase and/or sale of all or a portion of Real Estate; plus

(vii) to the extent approved by Agent, the aggregate amount of all cash and Cash Equivalents (excluding amounts included in (v) and (vi) above) of Parent Company and its Subsidiaries as of the date of determination that does not qualify as “Unrestricted” as defined in the definition of Unrestricted Cash and Cash Equivalents.

Gross Asset Value will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar quarter most recently ended prior to a date of determination. All income, expense and value associated with assets included in Gross Asset Value disposed of during the calendar quarter period most recently ended prior to a date of determination will be eliminated from calculations. Additionally, without limiting or affecting

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any other provision hereof, Gross Asset Value shall not include any income or value associated with Real Estate which is not operated or intended to be operated principally as a Data Center Property. Gross Asset Value will be adjusted to include an amount equal to Parent Company or any of its Subsidiaries’ pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate) of the Gross Asset Value attributable to any of the items listed above in this definition owned by such Unconsolidated Affiliate.

Ground Lease. A ground lease relating to an Unencumbered Asset Pool Property as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur and which the Agent determines in its reasonable discretion is a financeable ground lease and that contains the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options that are subject to terms or conditions not yet agreed upon and specified in such ground lease or an amendment thereto, other than a condition that the lessee not be in default under such ground leases) of at least thirty (30) years or more from the date such asset becomes an Unencumbered Asset Pool Property; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including the ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease. Notwithstanding the foregoing, the Metro Ground Lease and the Santa Clara Ground Lease are each a Ground Lease.

Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guarantors. Collectively, those Subsidiaries of Borrower set forth on Schedule 1.5 hereto, together with any Additional Subsidiary Guarantor and, following the occurrence of the IPO Event, REIT.

Guarantor Joinder Agreement. The Guarantor Joinder Agreement with respect to the Guaranty and Contribution Agreement to be executed and delivered pursuant to §5.3, such Guarantor Joinder Agreement to be substantially in the form of Exhibit E-2 hereto.

Guaranty. The Second Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith given by Guarantors to and for the benefit of Agent and the Lenders as the same may be modified, amended, restated or ratified, such Guaranty to be in form and substance satisfactory to the Agent.

Hazardous Substances. Each and every element, compound, chemical mixture, contaminant, pollutant, toxic substance, oil, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting

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the generality of the foregoing, the term shall mean and include: “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder; “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

Hedge Obligations. All obligations of the Borrower or a Subsidiary to any Lender Hedge Provider to make any payments under any agreement with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure relating to the Obligations, and any confirming letter executed pursuant to such hedging agreement, and which shall include, without limitation, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, all as amended, restated or otherwise modified. Under no circumstances shall any of the Hedge Obligations secured or guaranteed by any Loan Document as to a Guarantor include any obligation that constitutes an Excluded Hedge Obligation of such Guarantor.

Implied Debt Service. On any date of determination, an amount equal to the sum of (A) the greater of (i) the annual principal and interest payment sufficient to amortize in full during a thirty (30) year period, a loan in an amount equal to the sum of the aggregate principal balance of the Loans as of such date, calculated using an interest rate equal to the greater of (a) the then current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination as determined by the Agent plus two and one quarter percent (2.25%), or (b) 6.50%, or (ii) the actual annual interest that was paid by the Borrower under this Agreement (including for the purposes hereof, payments under the First Amended and Restated Credit Agreement) for the preceding twelve (12) calendar months, plus (B) the actual annual principal and interest that was paid with respect to the Equipment Loan for the preceding twelve (12) calendar months, plus (C) the actual annual principal (excluding balloon payments) and interest that was paid with respect to any other Unsecured Debt for the preceding twelve (12) calendar months. For the purposes of calculating Implied Debt Service, for Unencumbered Asset Pool Properties that have been disposed of during the period of two (2) fiscal quarters most recently ended, then to the extent proceeds for such sale of Unencumbered Asset Pool Properties shall be used to repay any Unsecured Debt, then such actual interest expense associated with such Unencumbered Asset Pool Properties shall be excluded from the calculation of Implied Debt Service pursuant to clauses (A)(ii) or (C) above so long as Agent shall have given its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Increase Date. See §2.11(b).

Increase Notice. See §2.11(a).

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Indebtedness. With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than one hundred eighty (180) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligations of such Person as a lessee or obligor representing the principal portion under a Capitalized Lease; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment), but excluding any such reimbursement obligations to the extent such obligations have been cash collateralized; (e) Off-Balance Sheet Obligations; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding (i) any such obligation to the extent the obligation can be solely satisfied by the issuance of Equity Interests and (ii) any purchases of Real Estate, inventory or equipment in the ordinary course of business of such Person); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of another Person or otherwise to maintain net worth, solvency or other financial condition of another Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliate) of any Unconsolidated Affiliate of such Person. “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141R, as issued by the Financial Accounting Standards Board in December of 2007. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venture only to the extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person). Indebtedness shall also include loans made pursuant to QTLP Subordinate Note; provided, however, that loans made pursuant to QTLP Subordinate Note shall be excluded from Indebtedness so long as no default, material misrepresentation or breach of warranty has occurred under QTLP Subordination and Standstill Agreement.

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Initial Unencumbered Asset Pool Properties. The Eligible Real Estate so identified in Schedule 1.6.

Initial Subsidiary Guarantors. The Subsidiary Guarantors of the Borrower that own, or provide services to, the Initial Unencumbered Asset Pool Properties as of the Closing Date and have executed the Guaranty.

Interest Expense. For any period with respect to Parent Company and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under an interest reserve pursuant to a specific debt obligation, together with the interest portion of payments on Capitalized Leases, plus (b) Parent Company’s and its Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period. Interest Expense shall exclude interest paid pursuant to the QTLP Subordinate Note.

Interest Payment Date. As to each Base Rate Loan or LIBOR Rate Loan the first (1^st) day of each calendar month during the term of such Base Rate Loan or LIBOR Rate Loan, as the case may be.

Interest Period. With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending one, two or three months thereafter, and (b) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Loan Request or Conversion/Continuation Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(viii) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank practice in London;

(ix) if the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have requested a continuation of the affected LIBOR Rate Loan as a LIBOR Rate Loan on the last day of the then current Interest Period with respect thereto as provided in and subject to the terms of §4.1(c);

(x) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month; and

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(xi) no Interest Period relating to any Revolving Credit LIBOR Rate Loan shall extend beyond the Revolving Credit Maturity Date, and no Interest Period relating to any Term LIBOR Rate Loan shall extend beyond the Term Loan Maturity Date.

Investments. With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit (other than endorsements for collection) to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term “Investment” shall not include (i) inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof.

IPO Event. The completion of all of the following: the formation of REIT and the initial public offering of stock in REIT and the registration of REIT as a public company with the SEC and all other transactions directly relating thereto.

Issuing Lender. KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto.

KeyBank. As defined in the preamble hereto.

Land Assets. Land with respect to which the commencement of grading, construction of improvements (other than improvements that are not material and are temporary in nature) or infrastructure has not yet commenced and for which no such work is reasonably scheduled to commence within the following twelve (12) months.

Leases. Leases and all subleases, tenancies, shared space agreements, master space agreement, frame agreements, occupancies, licenses and agreements, whether written or oral, relating to the use or occupation of space in any Building or of any Real Estate.

Lender Hedge Provider. With respect to any Hedge Obligations, any counterparty thereto that, at the time the applicable hedge agreement was entered into, was a Lender or an Affiliate of a Lender.

Lenders. KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18); and collectively, the Revolving Credit Lenders, the Term Loan Lenders, the Issuing Lender and the Swing Loan Lender. The Swing Loan Lender and Issuing Lender shall be a Revolving Credit Lender, as applicable.

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Letter of Credit. Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower or its Subsidiaries in accordance with §2.10.

Letter of Credit Expiration Date. The day that is thirty (30) days prior to the Revolving Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

Letter of Credit Liabilities. At any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been repaid (including repayment by a Revolving Credit Loan). For purposes of this Agreement, a Revolving Credit Lender (other than the Revolving Credit Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest in the related Letter of Credit under §2.10, and the Revolving Credit Lender acting as the Issuing Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Revolving Credit Lenders other than the Revolving Credit Lender acting as the Issuing Lender of their participation interests under such Section.

Letter of Credit Request. See §2.10(a).

LIBOR. For any LIBOR Rate Loan for any Interest Period, the average rate as shown in Reuters Screen LIBOR01 Page (or any successor service, or if such Person no longer reports such rate as determined by Agent, by another commercially available source providing such quotations approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service or such other Person approved by Agent described above no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Loan. For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

LIBOR Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.

LIBOR Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans.

LIBOR Rate Loans. Collectively, the Revolving Credit LIBOR Rate Loans and the Term LIBOR Rate Loans.

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Lien. See §8.2.

Loan Documents. This Agreement, the Notes, any Letter of Credit Request, the Guaranty, the Contribution Agreement, and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or the Guarantors in connection with the Loans.

Loan Request. See §2.7.

Loan and Loans. An individual loan or the aggregate loans (including a Revolving Credit Loan (or Loans), a Term Loan (or Loans) and a Swing Loan (or Loans), as the case may be, to be made by the Lenders hereunder. All Loans shall be made in Dollars. Amounts drawn under a Letter of Credit shall also be considered Revolving Credit Loans as provided in §2.10(f).

Majority Revolving Credit Lenders. As of any date, any Revolving Credit Lender or collection of Revolving Credit Lenders whose aggregate Revolving Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing Revolving Credit Lenders that are Defaulting Lenders will be disregarded and excluded and the Revolving Credit Commitment Percentages of the Revolving Credit Lenders shall be redetermined for voting purposes only to exclude the Revolving Credit Commitment Percentages of such Defaulting Lenders.

Management Agreements. Collectively, (i) that certain Special Services and Collection Agreement dated as of October 23, 2009 by and between QTS Metro TRS and QIPM, (ii) that certain Special Services Assistance Agreement dated as of October 23, 2009 by and between QTS Metro TRS and QTS Holding, (iii) that certain Property Management Assistance Agreement dated as of October 23, 2009 by and between QTLP and QIPM, (iv) that certain Management Services Agreement dated as of June 25, 2009 by and between Quality Technology Services, LLC, and QTS Metro TRS, (v) that certain Special Services and Collection Agreement dated as of October 23, 2009 by and between QTS Suwanee TRS and QIPS, (vi) that certain Special Services Assistance Agreement dated as of October 23, 2009 by and between QTS Suwanee TRS and QTS Holding, (vii) that certain Property Management Assistance Agreement dated as of October 23, 2009 by and between QTLP and QIPS, (viii) that certain Management Services Agreement dated as of June 25, 2009 by and between Quality Technology Services, LLC, and QTS Suwanee TRS, (ix) that certain Special Services and Collection Agreement, dated as of October 23, 2009, by and between Quality Technology Services Wichita II, LLC and QLD Investment Properties Wichita Technology Group, LLC, (x) that certain Special Services Assistance Agreement, dated as of October 23, 2009, by and between QTS Holdings and Quality Technology Services Wichita II, LLC, (xi) that certain Property Management Assistance Agreement, dated as of October 23, 2009, by and between Borrower and QLD Investment Properties Wichita Technology Group, LLC, (xii) that certain Special Services Assistance Agreement, dated as of October 23, 2009, by and between QTS Holding and Quality Technology Services Miami II, LLC, (xiii) that certain Property Management Assistance Agreement, dated as of October 23, 2009, by and between Borrower and Quality Investment Properties Miami, LLC, (xiv) that certain Special Services and Collection Agreement, dated as of October 23, 2009, by and between Quality Technology Services Miami II, LLC and Quality Investment Properties

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Miami, LLC, (xv) that certain Special Services and Collection Agreement, dated as of December 21, 2012, by and between Quality Technology Services Sacramento II, LLC and Quality Investment Properties Sacramento, LLC, (xvi) that certain Special Services Assistance Agreement, dated as of December 21, 2012, by and between QTS Holding and Quality Technology Services Sacramento, II, LLC, (xvii) that certain Property Management Assistance Agreement, dated as of December 21, 2012, by and between Borrower and Quality Investment Properties Sacramento, LLC, (xviii) that certain Property Management Assistance Agreement, dated as of October 23, 2009, by and between Borrower and Quality Investment Properties Santa Clara, LLC, (xix) that certain Special Services and Collection Agreement, dated as of October 23, 2009, by and between Quality Investment Properties Santa Clara, LLC and Quality Technology Services Santa Clara II, LLC, (xx) that certain Special Services Assistance Agreement, dated as of October 23, 2009, by and between QTS Holding and Quality Technology Services Santa Clara II, LLC, and (xxi) any management agreement entered into by and between the Borrower and a Subsidiary of Parent Company, pursuant to which a manager is to provide any similar management or other service with respect to the applicable Unencumbered Asset Pool Property or to receive separate consideration from the tenants or licensees of an Unencumbered Asset Pool Property, provided any such Management Agreement shall be subject to the approval of Agent, which shall not be unreasonably withheld, conditioned or delayed.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Agreements. Each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Unencumbered Asset Pool Properties, including, without limitation (a) those needed to deliver services guaranteed at the Unencumbered Asset Pool Properties under the Leases, or (b) under which there is an obligation of the Borrower or a Subsidiary Guarantor to pay more than $200,000 per annum. Material Agreements shall not include the Management Agreements or the Leases.

Material Subsidiary. Any Subsidiary of the Parent Company which is a guarantor of or otherwise liable with respect to any other Unsecured Debt of Parent Company or any of its Subsidiaries (other than any of such Subsidiaries that are not organized under the laws of any political subdivision of the United States and which are not borrowers, guarantors or otherwise liable with respect to any Unsecured Debt of Parent Company or any of its Subsidiaries which are organized under the laws of any political subdivision of the United States).

Metro Indenture. That certain Bond Purchase Loan Agreement, dated as of December 1, 2006, between the DAFC and Quality Investment Properties Atlanta Tech Centre South, L.L.C., a Georgia limited liability company.

Metro Ground Lease. The Lease Agreement dated as of December 1, 2006 between the Authority, as lessor, and Quality Investment Properties Atlanta Tech Centre South, L.L.C., as lessee, a short form of which was recorded in the Fulton County Real Estate Records,

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on December 29, 2006 in Book 44177, Page 662, as assigned to and assumed by QIPM, with respect to the tenant’s interest thereunder, pursuant to that certain Assignment of Lease, Deed to Secure Debt and Other Documents, dated as of February 28, 2007 and as amended on March 9, 2007 by that certain Lessor Estoppel and Agreement, and as the same may hereafter be amended, restated or modified from time to time.

Metro Property. All that certain property located at 1033 Jefferson Street, NW, Atlanta, Georgia 30318-8024.

Mold. Surficial or airborne microbial constituents, regardless of genus, species, or whether commonly referred to as mildew, mold, mold spores, fungi, bacteria or similar description.

Mold Condition. The growth or existence of Mold, in such condition, location or quantity as would, individually or in the aggregate, pursuant to applicable Environmental Law or commercially reasonable industry standards, have a material adverse effect on (i) human health or the environment, or (ii) the value or condition of the Real Estate.

Monthly Recurring Charges. For any period, the amount due under Leases for Unencumbered Asset Pool Properties for recurring rent and services as shown under the heading of “MRR” on the Rent Roll for such Unencumbered Asset Pool Properties, and which shall be calculated in a manner consistent with the Rent Roll delivered to the Agent in connection with the execution of this Agreement.

Moody’s. Moody’s Investors Service, Inc.

Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower, any Guarantor or any ERISA Affiliate.

Net Cash Proceeds. With respect to the incurrence by the Borrower, REIT or any of its Subsidiaries of any Unsecured Debt for borrowed money (other than the Obligations), the aggregate amount of cash received for such Unsecured Debt, net of reasonable and customary transaction costs properly attributable to such transaction and payable by the Borrower, REIT or such Subsidiary, as the case may be, to a non-Affiliate in connection with such issuance or incurrence (provided that legal fees and expenses that are part of such transaction costs may be estimated in good faith).

Net Income (or Loss). With respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

Net Offering Proceeds. The gross cash proceeds received by Parent Company or any of its Subsidiaries as a result of an Equity Offering less the customary and reasonable costs, expenses, fees, commissions and discounts paid by Parent Company or such Subsidiary in connection therewith.

Net Operating Income. For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for

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such Real Estate for such period received in the ordinary course of business from tenants or licensees paying rent, and termination fees received for such period of not greater than one percent (1.0%) of the aggregate Monthly Recurring Charges for such period (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts (excluding Set-up Fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of Parent Company and its Subsidiaries, any property management fees and non-recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment obligations under their lease unless such tenants or licensees have made a payment of such amounts in each month due other than amounts contested, in which case only amounts contested and not paid are excluded, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding. The Borrower’s and the Guarantors’ pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate) of the Net Operating Income of Unconsolidated Affiliates of the Borrower and the Guarantors shall be included in determinations of Net Operating Income for the purposes of the calculation of Gross Asset Value. Notwithstanding anything to the contrary contained herein, Set-up Fees that are amortized over the term of the applicable Lease shall be included in determinations of Net Operating Income.

Nokia Agreement. Collectively, (a) that certain Frame Agreement for Ongoing Services, dated December 15, 2009, as amended December 28, 2012, by and between Nokia Corporation, a public limited liability company incorporated under the laws of Finland, and the Borrower, and (b) any and all other agreements, instruments, contracts or work orders related to or in connection with (a) above and any further amendments, modifications, restatements or extensions of (a) above.

Non-Defaulting Lender. At any time, any Lender that is not a Defaulting Lender at such time.

Non-Recourse Exclusions. With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional misrepresentation, misapplication of funds, gross negligence or willful misconduct, (ii) result from intentional mismanagement of or waste at the Real Property securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Substances on the Real Property securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real

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estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document), (v) are the result of unpaid amounts that could result in the creation of a Lien on the Real Property securing the Non-Recourse Indebtedness, (vi) arise from the filing of a petition under the Bankruptcy Code or seeking relief under other laws relating to insolvency or protection from creditors, (vii) arise from asserting defenses to the Non-Recourse Indebtedness that are without merit or unwarranted, (viii) arise from the forfeiture under any law of the Real Property securing the Non-Recourse Indebtedness, (ix) arise from the failure of any borrower or guarantor of the Non-Recourse Indebtedness to maintain its status as a single purpose entity, or (x) arises from the failure to obtain any required consent of the lender of the Non-Recourse Indebtedness to any other debt or voluntary lien encumbering the Real Property securing the Non-Recourse Indebtedness.

Non-Recourse Indebtedness. Indebtedness of the Borrower, the Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment and which is not a general obligation of the Borrower, such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Borrower, the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim),, (ii) neither the SPE Subsidiary nor the SPE Guarantor are the Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

Notes. Collectively, the Revolving Credit Notes, the Term Loan Notes and the Swing Loan Note.

Notice. See §19.

Obligations. All indebtedness, obligations and liabilities of the Borrower and the Guarantors to any of the Lenders or the Agent, individually or collectively, under this Agreement

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or any of the other Loan Documents or in respect of any of the Loans, the Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

OFAC. Office of Foreign Asset Control of the Department of the Treasury of the United States of America.

Off-Balance Sheet Obligations. Liabilities and obligations of Parent Company, any of its Subsidiaries or any other Person in respect of “off-balance sheet arrangements” (as defined in the SEC Off-Balance Sheet Rules) which Parent Company would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Parent Company’s report on Form 10-Q or Form 10-K (or their equivalents) which Parent Company is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefore). As used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

Parent Company. The Borrower or, following the occurrence of the IPO Event, REIT.

Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.

PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Permitted Debt. Indebtedness permitted by §8.1.

Permitted Liens. Liens, security interests and other encumbrances permitted by §8.2.

Permitted Transferee. With respect to Chad L. Williams, (i) any transfer to the spouse of such Person; (ii) any transfer to a lineal descendant, natural or adopted, of such Person or to the spouse of any such lineal descendant; and (iii) any transfer to the trustee of a trust, to a partnership or to any other entity, for the substantial benefit of such Person and/or one or more Persons described in clauses (i) or (ii) above, in each case done for bona fide estate planning purposes.

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Person. Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

Plan Assets. Assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

Potential Unencumbered Asset Pool Property. Any property of the Borrower or any Subsidiary Guarantor which is not at the time included in the Unencumbered Asset Pool and which consists of (i) Eligible Real Estate, or (ii) Real Estate which is capable of becoming Eligible Real Estate through the approval of the Agent and compliance with the requirements set forth in §7.18.

Preferred Distributions. For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by Parent Company or any of its Subsidiaries. Preferred Distributions shall not include dividends or distributions paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests.

Preferred Securities. With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.

Pricing Level. Such term shall have the meaning established within the definition of Applicable Margin.

QIPM. Quality Investment Properties Metro, LLC, a Delaware limited liability company.

QIPS. Quality Investment Properties, Suwanee, LLC, a Delaware limited liability company.

QT Group. Quality Technology Group, LLC, a Kansas limited liability company.

QTLP. QualityTech, LP, a Delaware limited partnership.

QTLP Subordinate Debt. All amounts loaned to the Borrower and which are subject to QTLP Subordination and Standstill Agreement.

QTLP Subordinate Note. The promissory note dated October 23, 2009 payable by the Borrower to the order of Chad L. Williams and QT Group in the outstanding principal amount of $27,771,608.58 as of April 30, 2013, which evidences QTLP Subordinate Debt.

QTLP Subordination and Standstill Agreement. The Second Amended and Restated Subordination and Standstill Agreement of even date herewith, by and between the Borrower, Agent, Chad L. Williams, and QT Group, which relates to QTLP Subordinate Debt, as the same may be modified or amended.

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QTS Holding. Quality Technology Services Holding, LLC, a Delaware limited liability company.

QTS Metro TRS. Quality Technology Services Metro II, LLC, a Delaware limited liability company.

QTS Suwanee TRS. Quality Technology Services, Suwanee II, LLC, a Delaware limited liability company.

Real Estate. All real property at any time owned or leased (as lessee or sublessee) by Parent Company or any of its Subsidiaries.

Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Agent with respect to any Loan referred to in such Note.

Recourse Indebtedness. As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to Parent Company or any of its Subsidiaries. Recourse Indebtedness shall not include Non-Recourse Indebtedness.

Register. See §18.2.

REIT. The real estate investment trust or corporation that will be the general partner of the Borrower (or the 100% parent of such general partner) after the IPO Event.

REIT Status. With respect to a Person, its status as a real estate investment trust as defined in §856(a) of the Code.

Related Parties. Chad Williams’ parents, spouse, siblings or any of his or their direct or indirect lineal descendants (including by adoption) and trust, partnership, limited liability company, corporation or other legal entity established for estate planning purposes for the benefit of any of the foregoing.

Release. See §6.20(c)(iii).

Rent Roll. A report prepared by the Borrower showing for each of the Unencumbered Asset Pool Properties, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date hereof or in such other form as may be reasonably acceptable to the Agent.

Required Lenders. As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than fifty-one percent (51.0%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders.

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Required Permits. Each building permit, certificate of occupancy (or equivalent), environmental permit, air emission or air quality permit, utility permit, land use permit, wetland permit and any other permits, approvals or licenses issued by any Governmental Authority which are required in connection the construction or operation of any of the Unencumbered Asset Pool Properties.

Reserve Percentage. For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.

Revolving Credit Base Rate Loans. Revolving Credit Loans bearing interest calculated by reference to the Base Rate.

Revolving Credit Commitment. With respect to each Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the amount of such Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans (other than Swing Loans) to the Borrower, to participate in Letters of Credit for the account of the Borrower and to participate in Swing Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Revolving Credit Commitment Percentage. With respect to each Revolving Credit Lender, the percentage set forth on Schedule 1.1 hereto as such Revolving Credit Lender’s percentage of the Total Revolving Credit Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Revolving Credit Commitments of the Revolving Credit Lenders have been terminated as provided in this Agreement, then the Revolving Credit Commitment of each Revolving Credit Lender shall be determined based on the Revolving Credit Commitment Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Revolving Credit Lenders. Collectively, the Lenders which have a Revolving Credit Commitment, the initial Revolving Credit Lenders being identified on Schedule 1.1 hereto.

Revolving Credit LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated by reference to LIBOR.

Revolving Credit Loan or Loans. An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, in the maximum principal amount of $350,000,000.00 (subject to increase as provided in §2.11) to be made by the Revolving Credit Lenders hereunder as more particularly described in §2.

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Revolving Credit Maturity Date. May 1, 2017, as such date may be extended as provided in §2.15, or such earlier date on which the Revolving Credit Loans shall become due and payable pursuant to the terms hereof.

Revolving Credit Notes. See §2.1(b).

Santa Clara Ground Lease. The Ground Lease dated October 2, 1997 between Mission-West Valley Land Corporation, as lessor, and Nexus Properties, Inc., Kinetic Systems, Inc., Digital Square, Inc., R. Darrell Gary, Michael J. Reidy, Michael J. Reidy as Trustee of the Ronald Bonaguidi Irrevocable Trust, as lessee, as described in that certain Memorandum of Ground Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998 as Instrument No. 14187699, as amended by that certain Assignment of Lease, effective as of October 10, 1997, wherein Digital Square, Inc. assigned its interest to Nexus Properties, Inc., as described in that certain Assignment of Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998, under Instrument No. 14187705, as amended by that certain First Amendment to Ground Lease dated April 29, 1998, as described in that certain Memorandum of First Amendment to Ground Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998, under Instrument No. 1418770, as amended by that certain Assignment and Assumption of Ground Lease dated October 31, 2007 wherein lessee assigned its interest to Quality Investment Properties Santa Clara, LLC, a Delaware limited liability company, as amended by that certain Second Amendment to Ground Lease dated September 24, 2009, and as amended by that certain Third Amendment to Ground Lease dated November 17, 2011, and as the same may hereafter be amended, restated or modified from time to time, which ground lease is subject to that certain Master Ground Lease – Parcel 12 dated October 2, 1997 between West Valley-Mission Community College District, a California community college district, as master lessor, and Mission-West Valley Land Corporation, a California non-profit public benefit corporation, as master lessee, as described in that certain Memorandum of Master Ground Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998 as Instrument No. 14187697, as amended by that certain First Amendment to Master Ground Lease dated April 29, 1998, as described in that certain Memorandum of First Amendment to Master Ground Lease filed for record in the Office of the Records of the County of Santa Clara on May 15, 1998 as Instrument No. 14187698, and as the same may hereafter be amended, restated or modified from time to time.

SEC. The federal Securities and Exchange Commission.

Secured Debt. With respect to Parent Company or any of its Subsidiaries as of any given date, the aggregate principal amount of all Indebtedness of such Persons on a Consolidated basis outstanding at such date and that is secured in any manner by any Lien.

Set-up Fees. Amounts paid by a tenant or licensee under the Leases for installation and other set-up activities performed by the Borrower, a Subsidiary Guarantor or an Additional Subsidiary Guarantor.

S&P. Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services limited liability company business.

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Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, the Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property.

State. A state of the United States of America and the District of Columbia.

Sublessor. See §6.32(a).

Subordination and Standstill Agreements. Collectively, the Bond Subordination and Standstill Agreement and the QTLP Subordination and Standstill Agreement.

Subsidiary. For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

Subsidiary Guarantors. The Persons that are a party to the Guaranty (other than REIT) from time to time, including any and all Additional Subsidiary Guarantors.

Suwanee Property. All that certain property located at 300 Satellite Boulevard NW, Suwanee, Georgia 30024.

Swing Loan. See §2.5(a).

Swing Loan Lender. KeyBank, in its capacity as Swing Loan Lender and any successor thereof.

Swing Loan Commitment. The sum of Thirty Million and No/100 Dollars ($30,000,000.00), as the same may be changed from time to time in accordance with the terms of this Agreement.

Swing Loan Note. See §2.5(b).

Tax Driven Lease Transaction. (i) the DAFC Transaction and (ii) any transaction pursuant to which the Borrower or a Subsidiary Guarantor conveys record title to a real property asset to a governmental entity and then leases such asset back from the governmental entity for the purposes of effecting a reduction in real property taxes where (a) the Borrower or the conveying Subsidiary Guarantor can repurchase the conveyed asset at any time (subject to any customary lock-out provisions) for nominal consideration, (b) no Indebtedness is incurred by the

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Borrower or such Subsidiary Guarantor under GAAP; provided, that, if the structure of any such transaction requires the issuance of bonds by the applicable governmental entity, such bonds are purchased by the Borrower or the Subsidiary Guarantor as consideration for the applicable real property transfer and the amounts receivable by the Borrower or a Subsidiary Guarantor on such bonds equals the rent payable under the applicable lease, (c) no net payments are required to be made to any third party as a result of such transaction and the corresponding Tax Driven Lease Transaction Documents (other than the reduced real property taxes and customary closing costs and fees), and (d) such transaction, however structured, is consummated on terms substantially similar to the DAFC Transactions.

Tax Driven Lease Transaction Documents. (i) the Metro Indenture and Metro Ground Lease and (ii) with respect to any Tax Driven Lease Transaction other than the DAFC Transaction, leases, indentures and such other documents that are customarily required for a transaction of that type and that satisfy the requirements of the definition of Tax Driven Lease Transaction.

Term Base Rate Loans. The Term Loans bearing interest by reference to the Base Rate.

Term LIBOR Rate Loans. The Term Loans bearing interest by reference to LIBOR.

Term Loan or Term Loans. An individual Term Loan or the aggregate Term Loans, as the case may be, in the maximum principal amount of $225,000,000.00 (subject to increase as provided in §2.11) made by the Term Loan Lenders hereunder.

Term Loan Commitment. As to each Term Loan Lender, the amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time Outstanding to the Borrower.

Term Loan Commitment Percentage. With respect to each Term Loan Lender, the percentage set forth on Schedule 1.1 hereto as such Term Loan Lender’s percentage of the aggregate Term Loan to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Term Loan Lenders. Collectively, the Lenders which have a Term Loan Commitment, the initial Term Loan Lenders being identified on Schedule 1.1 hereto.

Term Loan Maturity Date. May 1, 2018, or such earlier date on which the Term Loans shall become due and payable pursuant to the terms hereof.

Term Loan Note. A promissory note made by the Borrower in favor of a Term Loan Lender in the principal face amount equal to such Term Loan Lender’s Term Loan Commitment, in substantially the form of Exhibit A-3 hereto.

Titled Agents. The Arranger, and any syndication agent or documentation agent.

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Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the Total Commitment is Five Hundred Seventy Million and No/100 Dollars ($575,000,000.00). The Total Commitment may increase in accordance with §2.11.

Total Revolving Credit Commitment. The sum of the Revolving Credit Commitments of the Revolving Credit Lenders, as in effect from time to time. As of the date of this Agreement, the Total Revolving Credit Commitment is Three Hundred Fifty Million and No/100 Dollars ($350,000,000.00). The Total Revolving Credit Commitment may increase in accordance with §2.11.

Total Term Loan Commitment. The sum of the Term Loan Commitments of the Term Loan Lenders, as in effect from time to time. As of the date of this Agreement, the Total Term Loan Commitment is Two Hundred Twenty-Five Million and No/100 Dollars ($225,000,000.00). The Total Term Loan Commitment may increase in accordance with §2.11.

Transfer. Any sale, conveyance, assignment, alienation, mortgage, hypothecation, encumbrance, grant or a lien over or a security interest in, pledge or other transfer.

Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

Unconsolidated Affiliate. In respect of any Person, any other Person in whom such Person holds an Investment, (a) which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the consolidated financial statements of such first Person, or (b) which is not a Subsidiary of such first Person.

Unencumbered Asset Pool. All of the Unencumbered Asset Pool Properties.

Unencumbered Asset Pool Availability. The Unencumbered Asset Pool Availability shall be the amount which is the lowest of (a) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Consolidated Total Unsecured Debt plus the outstanding principal balance of the Equipment Loan to be greater than fifty-five percent (55.0%) of the Unencumbered Asset Pool Capitalized Value, (b) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Unencumbered Asset Pool Debt Service Ratio to be less than 1.75 to 1.00, and (c) the maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Unencumbered Asset Pool Debt Yield to be less than fifteen percent (15.0%).

Unencumbered Asset Pool Capitalized Value. The aggregate sum of the Adjusted Net Operating Income for any Unencumbered Asset Pool Properties divided by the Capitalization Rate. For the purposes of calculating Unencumbered Asset Pool Capitalized Value, when calculating Adjusted Net Operating Income for Unencumbered Asset Pool Properties not owned and operated by the Borrower or a Guarantor for two (2) full fiscal

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quarters, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be calculated by using the actual historical results for such Unencumbered Asset Pool Properties for the two (2) full fiscal quarters most recently ended as if the Unencumbered Asset Pool Properties had been owned by the Borrower or a Guarantor during such period; provided, however, to the extent actual historical Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties is unavailable, the Borrower may include such calculation of Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties calculated on a proforma basis, so long as the Agent shall have given its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Additionally, for Unencumbered Asset Pool Properties that have been disposed of during the period of two fiscal quarters most recently ended, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be excluded from the calculation of Adjusted Net Operating Income.

Unencumbered Asset Pool Debt Service Coverage Ratio. The ratio of Adjusted Net Operating Income from the Unencumbered Asset Pool determined as of the end of the fiscal quarter most recently ended, divided by the Implied Debt Service. For the purposes of calculating Unencumbered Asset Pool Debt Service Coverage Ratio, when calculating Adjusted Net Operating Income for the Unencumbered Asset Pool Properties not owned and operated by the Borrower or a Subsidiary Guarantor for two (2) full fiscal quarters, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be calculated by using the actual historical results for such Unencumbered Asset Pool Properties for the two (2) full fiscal quarters most recently ended as if the Unencumbered Asset Pool Properties had been owned by the Borrower or a Guarantor during such period; provided, however, to the extent actual historical Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties is unavailable, the Borrower may include such calculation of Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties calculated on a proforma basis, so long as the Agent shall have given its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Additionally, for Unencumbered Asset Pool Properties that have been disposed of during the period of two fiscal quarters most recently ended, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be excluded from the calculation of Adjusted Net Operating Income.

Unencumbered Asset Pool Debt Yield. The quotient of (a) Adjusted Net Operating Income of the Unencumbered Asset Pool divided by (b) the sum of (i) Consolidated Total Unsecured Debt plus (ii) the outstanding principal balance of the Equipment Loan, expressed as a percentage. For the purposes of calculating Unencumbered Asset Pool Debt Yield, when calculating Adjusted Net Operating Income for Unencumbered Asset Pool Properties not owned and operated by the Borrower or a Guarantor for two (2) full fiscal quarters, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be calculated by using the actual historical results for such Unencumbered Asset Pool Properties (x) for the two (2) full fiscal quarters most recently ended as if the Unencumbered Asset Pool Properties had been owned by the Borrower or a Guarantor during such period; provided, however, to the extent actual historical Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties is unavailable, the Borrower may include such calculation of Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties calculated on a proforma basis, so long as the Agent shall have given its

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prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Additionally, for Unencumbered Asset Pool Properties that have been disposed of during the period of two fiscal quarters most recently ended, the Adjusted Net Operating Income attributable to such Unencumbered Asset Pool Properties shall be excluded from the calculation of Adjusted Net Operating Income.

Unencumbered Asset Pool Property. Eligible Real Estate which satisfies all the conditions set forth in §7.18(a) or which have been included in the calculation of the Unencumbered Asset Pool Availability pursuant to §7.18(b). The Initial Unencumbered Asset Pool Properties are described on Schedule 1.6 hereto.

Unhedged Variable Rate Debt. Any Indebtedness with respect to which the interest rate is not fixed or capped (or hedged to a fixed or capped rate) for the entire term of such Indebtedness to maturity; provided, however, that for the period from the Closing Date through December 31, 2013, the existing interest rate swap Derivatives Contracts of the Borrower and its Subsidiary Guarantors for a notional amount of $150,000,000 expiring on September 28, 2014 shall qualify as an effective fixed rate hedge of $150,000,000 of the Loans notwithstanding that the term of the Derivatives Contracts is not for the entire term of the Loans.

Unrestricted Cash and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves or Liens or claims of any kind in favor of any Person.

Unsecured Debt. Indebtedness of Parent Company and its Subsidiaries outstanding at any time which is not Secured Debt.

Wholly Owned Subsidiary. As to a Person, any Subsidiary of Parent Company that is directly or indirectly owned 100% by such Person. Subject to the compliance by Borrower and the Subsidiary Guarantors with §8.18 of this Agreement, the Agent and the Lenders agree that, for so long as any real property asset of Borrower or any Subsidiary Guarantor is subject to a Tax Driven Lease Transaction, such property shall be treated as though it is owned by a Wholly Owned Subsidiary for all purposes under this Agreement. Furthermore, for so long as net cash received (whether in the form of interest on bonds or otherwise) in connection with any Tax Driven Lease Transaction equals the net cash paid (whether in the form of rent or otherwise) under the applicable Tax Driven Lease Transaction Documents, such amounts shall be disregarded for purposes of calculating the financial covenants in §9.

§1.2 Rules of Interpretation.

(a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.

(b) The singular includes the plural and the plural includes the singular.

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(c) A reference to any law includes any amendment or modification of such law.

(d) A reference to any Person includes its permitted successors and permitted assigns.

(e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer.

(f) The words “include”, “includes” and “including” are not limiting.

(g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted.

(h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of Georgia, have the meanings assigned to them therein.

(i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated.

(j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

(k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of the Borrower, Guarantors or Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

(l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Parent Company or any of its Subsidiaries at “fair value”,

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as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Closing Date and any similar lease entered into after the date of this Agreement by such Person shall be accounted for as obligations relating to an operating lease under GAAP as in effect on the Closing Date.

§2. THE CREDIT FACILITY.

§2.1 Revolving Credit Loans.

(a) Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.7, such sums as are requested by the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Revolving Credit Lender’s Revolving Credit Commitment and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Unencumbered Asset Pool Availability; and provided, further that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment and the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Term Loans, Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment or cause a violation of the covenants set forth in §9.1. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §10 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note.

(b) The Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A-1 hereto (collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Revolving Credit Lender in the principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the

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Drawdown Date of any Revolving Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Revolving Credit Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due. There shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by the “Revolving Credit Notes”, as defined in the First Amended and Restated Credit Agreement, which indebtedness is instead allocated among the Revolving Credit Lenders as of the date hereof, as applicable, in accordance with their respective Revolving Credit Commitment Percentages. On the Closing Date, the Revolving Credit Lenders shall make adjustments among themselves so that the outstanding Revolving Credit Loans are consistent with their Revolving Credit Commitment Percentages.

§2.2 Commitment to Lend Term Loan. Subject to the terms and conditions set forth in this Agreement, each of the Term Loan Lenders severally agrees to lend to the Borrower on the Closing Date such Term Loan Lender’s Term Loan Commitment. The Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A-3 hereto, dated of even date with this Agreement (except as otherwise provided in §2.11 or §18.3) and completed with appropriate insertions. One Term Loan Note shall be payable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender’s Term Loan Commitment. There shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by the “Term Loan Notes”, as defined in the First Amended and Restated Credit Agreement, which indebtedness is instead allocated among the Term Loan Lenders as of the date hereof, as applicable, in accordance with their respective Term Loan Commitment Percentages. On the Closing Date, the Term Loan Lenders shall make adjustments among themselves so that the Outstanding Term Loans are consistent with their Term Loan Commitment Percentages.

§2.3 Facility Unused Fee. The Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders (other than a Defaulting Lender for such period of time as such Lender is a Defaulting Lender) in accordance with their respective Revolving Credit Commitment Percentages a facility unused fee calculated at the rate per annum as set forth below on the average daily amount by which the Total Revolving Credit Commitment exceeds the outstanding principal amount of Revolving Credit Loans, Letter of Credit Liabilities and Swing Loans, during each calendar quarter or portion thereof commencing on the date hereof and ending on the Revolving Credit Maturity Date. The facility unused fee shall be calculated for each day based on the ratio (expressed as a percentage) of (a) the average daily amount of the outstanding principal amount of the Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender), Letter of Credit Liabilities and Swing Loans during such quarter to (b) the Total Revolving Credit Commitment (other than Revolving Credit Commitments made by a Defaulting Lender), and if such ratio is less than fifty percent (50%), the facility unused fee shall be payable at the rate of 0.25%, and if such ratio is equal to or greater than fifty percent (50%), the facility unused fee shall be payable at the rate of 0.15%.

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The facility unused fee shall be payable quarterly in arrears on the first (1^st) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date.

§2.4 Reduction and Termination of the Revolving Credit Commitments. The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof (provided that in no event shall the Total Revolving Credit Commitment be reduced in such manner to an amount less than $50,000,000.00) or to terminate entirely the Revolving Credit Commitments, whereupon the Revolving Credit Commitments of the Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except as otherwise set forth in §4.8; provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto, the sum of Outstanding Revolving Credit Loans, Outstanding Swing Loans and the Letter of Credit Liabilities would exceed the Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced. Promptly after receiving any notice from the Borrower delivered pursuant to this §2.4, the Agent will notify the Revolving Credit Lenders of the substance thereof. Any reduction of the Revolving Credit Commitments shall also result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the maximum amount of Swing Loans and Letters of Credit. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Revolving Credit Lenders the full amount of any facility fee under §2.3 then accrued on the amount of the reduction. No reduction or termination of the Revolving Credit Commitments may be reinstated.

§2.5 Swing Loan Commitment.

(a) Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to the Borrower (the “Swing Loans”), and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is five (5) Business Days prior to the Revolving Credit Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.5, such sums as are requested by the Borrower for the purposes set forth in §2.9 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be continuing; (ii) the outstanding principal amount of the Revolving Credit Loans and Swing Loans (after giving effect to all amounts requested) plus Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment; and (iii) the outstanding principal amount of the Revolving Credit Loans, Term Loans and Swing Loans (after giving effect to all amounts requested) plus Letter of Credit Liabilities, shall not at any time exceed the lesser of (A) the Total Commitment, or (B) the Unencumbered Asset Pool Availability. Swing Loans shall constitute “Revolving Credit Loans” for all purposes hereunder. Notwithstanding anything to the contrary contained in this §2.5, the Swing Loan Lender shall not be obligated to make any Swing Loan at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Swing Loan Lender is satisfied that the participation therein will otherwise be fully

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allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.14(c) and the Defaulting Lender shall not participate therein, except to the extent the Swing Loan Lender has entered into arrangements with the Borrower or such Defaulting Lender that are satisfactory to the Swing Loan Lender in its good faith determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in §10 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the date such Swing Loan was provided and the Borrower hereby agrees (to the extent not repaid as contemplated by §2.5(d) below) to repay each Swing Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided.

(b) The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit A-2 hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions (except as provided in §2.11). The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall be payable as set forth below. The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the time of the Drawdown Date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Loan Lender’s Record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Loans set forth on the Swing Loan Lender’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so recording, any such amount on the Swing Loan Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due.

(c) The Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000.00) and providing the wire instructions for the delivery of the Swing Loan proceeds. The Loan Request shall also contain the statements and certifications required by §2.7(i) and (ii). Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the greater of (i) the Federal Funds Effective Rate, or (ii) the Base Rate plus, in each case, the Applicable Margin for Base Rate Loans. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 1:00 p.m. (Cleveland time).

(d) The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each Revolving Credit Lender, including the Swing Loan Lender, to make a Revolving Credit Loan pursuant to §2.1 in an

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amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not notify the Agent in writing otherwise on or before noon (Cleveland Time) of the second (2nd) Business Day after the Drawdown Date with respect to such Swing Loan, Agent shall notify the Revolving Credit Lenders that such Revolving Credit Loan shall be a Revolving Credit LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such Revolving Credit LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a Revolving Credit LIBOR Rate Loan would be in contravention of this Agreement, then such notice shall indicate that such loan shall be a Revolving Credit Base Rate Loan. The Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.5(d) shall be considered a Revolving Credit Loan pursuant to §2.1. Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event the procedures of §2.5(e) shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent’s Head Office prior to 12:00 noon (Cleveland time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the Revolving Credit Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Revolving Credit Notes. The proceeds of such Revolving Credit Loan shall be immediately applied to repay the Swing Loans.

(e) If for any reason a Swing Loan cannot be refinanced by a Revolving Credit Loan pursuant to §2.5(d), each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swing Loan. Each Revolving Credit Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such Revolving Credit Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount.

(f) Whenever at any time after the Swing Loan Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it.

(g) Each Revolving Credit Lender’s obligation to fund a Revolving Credit Loan as provided in §2.5(d) or to purchase participation interests pursuant to §2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower or Guarantors may have against the Swing Loan

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Lender, the Borrower or Guarantors or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or Guarantors or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by the Borrower, Guarantors or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such Revolving Credit Lender as a Revolving Credit Loan which was not funded by the non-purchasing Revolving Credit Lender as contemplated by §2.8 and §12.5, and shall have such rights and remedies against such Revolving Credit Lender as are set forth in this Agreement. Each Swing Loan, once so sold or converted, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Credit Loan made by each Revolving Credit Lender under its Revolving Credit Commitment.

§2.6 Interest on Loans.

(a) Each Revolving Credit Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Revolving Credit Base Rate Loan is repaid or converted to a Revolving Credit LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans.

(b) Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for LIBOR Rate Loans.

(c) Each Term Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term Base Rate Loan is repaid or is converted to a Term LIBOR Rate Loan at a rate per annum equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate.

(d) Each Term LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for LIBOR Rate Loans.

(e) The Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.

(f) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.

§2.7 Requests for Revolving Credit Loans. Except with respect to the initial Revolving Credit Loan on the Closing Date, the Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit G hereto (or telephonic notice confirmed in writing in the form of Exhibit G hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the

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proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and two (2) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR Rate Loans. Each such notice shall specify with respect to the requested Revolving Credit Loan the proposed principal amount of such Revolving Credit Loan, the Type of Revolving Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §2.9) and (ii) a certification by the chief financial officer or chief accounting officer of Parent Company that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making and use of such Revolving Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any Revolving Credit Lender that fails to advance its proportionate share of a requested Revolving Credit Loan as required by this Agreement. Each Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a Revolving Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof; provided, however, that there shall be no more than five (5) Revolving Credit LIBOR Rate Loans outstanding at any one time.

§2.8 Funds for Loans.

(a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or on the Effective Date or any Increase Date with respect to any Term Loans, each of the Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1 or §2.2. Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon receipt of the documents required by §10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date of any Revolving Credit Loans or on the Effective Date or any Increase Date with respect to any Term Loans the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5.

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(b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans or on the Effective Date or any Increase Date with respect to any Term Loans that such Lender will not make available to Agent such Lender’s Commitment Percentage of a proposed Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate.

§2.9 Use of Proceeds. The Borrower will use the proceeds of the Loans solely (a) to pay closing costs in connection with this Agreement, (b) to repay and satisfy existing financing, (c) to fund future development projects, property and equipment acquisitions and (d) for general corporate purposes.

§2.10 Letters of Credit.

(a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit as the Borrower may request, either for itself or on behalf of any of its Subsidiaries, upon the delivery of a written request in the form of Exhibit H hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed Thirty Million Dollars ($30,000,000.00), (iii) in no event shall the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letters of Credit Liabilities (after giving effect to all Letters of Credit requested) and Equipment Loan exceed the Total Revolving Credit Commitment, (iv) in no event shall the outstanding principal amount of the Revolving Credit Loans, Term Loans, Swing Loans and Letters of Credit Liabilities (after giving effect to all Letters of Credit requested) exceed the Total Commitment or cause a violation of the covenants set forth in §9.1, (v) in no event shall the outstanding principal amount of the Revolving Credit Loans, Term Loans, Swing Loans and Letters of Credit Liabilities (after giving effect to all Letters of Credit requested), exceed the Unencumbered Asset Pool Availability, (vi) the conditions set forth in §10 and §11 shall have been satisfied, and (vii) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when

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any other Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.14(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower or any of its Subsidiaries. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Majority Revolving Credit Required Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause reasonably acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond the Revolving Credit Maturity Date); provided however, that subject to the terms and conditions of §2.13, a Letter of Credit may, as a result of its express terms or as the result of the effect of an “evergreen” clause, have an expiration of not more than one year beyond the Revolving Credit Maturity Date so long as no Default or Event of Default then exists and is continuing and prior to the Letter of Credit Expiration Date, the Borrower shall Cash Collateralize all Letters of Credit having an expiry date after the Letter of Credit Expiration Date and failure to do so shall constitute an Event of Default. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment as a Revolving Credit Loan. Each of the Existing Letters of Credit shall upon the Closing Date be deemed to be a Letter of Credit under this Agreement.

(b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial or chief accounting officer of the Borrower that the Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the date hereof is in the form of Exhibit L attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control.

(c) The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion.

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(d) Upon the issuance of a Letter of Credit, each Revolving Credit Lender shall be deemed to have purchased a participation therein from Issuing Lender in an amount equal to its respective Commitment Percentage of the amount of such Letter of Credit. No Revolving Credit Lender’s obligation to participate in a Letter of Credit shall be affected by any other Revolving Credit Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit.

(e) Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate of one eighth of one percent (0.125%) per annum of the amount available to be drawn under such Letter of Credit (which fee shall not be less than $1,500 in any event), and (ii) for the accounts of the Revolving Credit Lenders (including the Issuing Lender) that are Non-Defaulting Lenders in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin then applicable to LIBOR Rate Loans on the amount available to be drawn under such Letter of Credit. Such fees under §2.10(e)(ii) shall be payable in quarterly installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Commitments shall terminate and on the expiration or return of any Letter of Credit.

(f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to the amount of such drawing and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and the Agent shall promptly notify each Revolving Credit Lender by telex, telecopy, telegram, telephone (confirmed in writing) or other similar means of transmission, and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Revolving Credit Lender shall not make such amount available on the Business Day on which such draw is funded, such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1.0%) for each day thereafter. Further, such Revolving Credit Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Revolving Credit Lender was required to fund pursuant to this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Revolving

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Credit Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5. The failure of any Revolving Credit Lender to make funds available to the Agent in such amount shall not relieve any other Revolving Credit Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f).

(g) If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage of the amount of such Letter of Credit. Each Revolving Credit Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Revolving Credit Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount.

(h) Whenever at any time after the Issuing Lender has received from any Revolving Credit Lender any such Revolving Credit Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participation interest was outstanding and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Revolving Credit Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it.

(i) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.

(j) The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither Agent, Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under

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such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of Agent or any Lender. None of the foregoing will affect, impair or prevent the vesting of any of the rights or powers granted to Agent, Issuing Lender or the Lenders hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any act taken or omitted to be taken by Agent, Issuing Lender or the other Lenders in good faith will be binding on the Borrower and will not put Agent, Issuing Lender or the other Lenders under any resulting liability to the Borrower; provided nothing contained herein shall relieve Issuing Lender for liability to the Borrower arising as a result of the gross negligence or willful misconduct of Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods.

(k) There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender.

§2.11 Increase in Total Commitment.

(a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total Revolving Credit Commitment and the Total Term Loan Commitment of up to $100,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $675,000,000), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (3) to the then existing Term Loan Commitments having the same terms as the existing Term Loan Commitments, or (4) any combination thereof satisfactory to Agent and existing or additional Revolving Credit Lenders or Term Loan Lenders, as applicable, providing such additional Revolving Credit Commitments or Term Loan Commitments, as applicable.

(b) Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, and of the facility fees to be

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paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and the Arranger shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger and the Borrower) to become a Revolving Credit Lender or Term Loan Lender and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.

(c) On any Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, as applicable, shall be reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage (as in effect after the applicable Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. On any Increase Date with respect to an increase in the Total Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Increase Date those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.

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(d) Upon the effective date of each increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan Notes and a Swing Loan Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment and the Swing Loan Lender’s Swing Loan Note shall equal its Swing Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan Notes and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes, Term Loan Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes, Term Loan Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes, Term Loan Notes or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan Notes or Swing Loan Note, as applicable. In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term Loan Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes, Term Loan Notes and Swing Loan Note shall be canceled and returned to the Borrower.

(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:

(i) Payment of Activation Fee. The Borrower shall pay (A) to the Agent those fees described in and contemplated by the Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to the Arranger such facility fees as the Revolving Credit Lenders or Term Loan Lenders, as applicable, who are providing an additional Commitment may require to increase the aggregate Revolving Credit Commitment or Term Loan Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances. The Arranger shall pay to the Lenders acquiring the applicable Commitment Increase certain fees pursuant to their separate agreement; and

(ii) No Default. On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total Revolving Credit Commitment or Total Term Loan Commitment is increased, there shall exist no Default or Event of Default; and

(iii) Representations True. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of

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the Borrower or the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the date of such Increase Notice and on the date the Total Revolving Credit Commitment or Total Term Loan Commitment is increased, both immediately before and after the Total Revolving Credit Commitment or Total Term Loan Commitment is increased, except that if any representation and warranty is as of a specified date, such representation and warranty shall be true and correct in all material respects as of such date; and

(iv) Additional Documents. The Borrower and the Guarantors shall execute and deliver to Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase; and

(v) Other. The Borrower and the Guarantors shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion.

§2.12 Cash Collateral.

(a) Certain Credit Support Events. Upon the request of the Agent or the Issuing Lender (i) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in Letter of Credit Liabilities that remain unpaid, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit Liabilities for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of Credit Liabilities. At any time that there shall exist a Defaulting Lender that is a Revolving Credit Lender, promptly upon the written request of the Agent, the Issuing Lender or the Swing Loan Lender, as applicable, the Borrower shall deliver to Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure as provided in §2.14(e). Such cash collateral or other credit support provided under the immediately preceding sentence will be promptly returned to the Borrower at such time as the Revolving Credit Lender is no longer a Lender that is a Defaulting Lender.

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at KeyBank. Amounts deposited in the deposit accounts shall not be invested and will earn interest at a rate paid by KeyBank with respect to money market accounts. The Borrower, and to the extent provided by any Revolving Credit Lender, such Revolving Credit Lender, hereby grants to (and subjects to the control of) the Agent, for the benefit of the Agent, the Issuing Lender and the Revolving Credit Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to §2.12(c). If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total

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amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby including, without limitation, §2.10, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral previously provided).

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, (i) Cash Collateral provided under this Credit Agreement in respect of Letters of Credit shall be held and applied to the satisfaction of the specific Letter of Credit Liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein, and (ii) Cash Collateral provided under this Credit Agreement in respect of Swing Loans shall be held and applied to the satisfaction of the specific Swing Loan liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender (or, as appropriate, its assignee following compliance with §18)), the return or cancellation of the Letter of Credit or the term of the Letter of Credit not going beyond the Letter of Credit Expiration Date or (ii) the Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this §2.12 may be otherwise applied in accordance with §12.5), and (y) the Person providing Cash Collateral and the Issuing Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

§2.13 Termination of Agreement. This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit (other than Letters of Credit the expiration dates of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect of which the Borrower has satisfied the requirements of such section or §2.12, as applicable) have expired, have been cancelled or have otherwise terminated, (c) none of the Lenders nor the Swing Loan Lender is obligated any longer under this Agreement to make any Loans and (d) all Obligations (other than obligations which survive as provided in the following proviso and as set forth in §15 and §16) and Hedge Obligations have been paid and satisfied in full; provided, however, if on the Revolving Credit Maturity Date or any other date that this Agreement terminates any Letters of Credit permitted under §2.10 to have expiration dates that extend beyond the Letter of Credit Expiration Date remain outstanding, then the provisions of this Agreement applicable to the Agent, Issuing Lender and the Borrower with respect to Letters of Credit, including, without limitation, the Borrower’s reimbursement obligations under §2.10(f), shall remain in effect until all such Letters of Credit

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have expired, have been cancelled or have otherwise terminated; provided, however, notwithstanding anything else provided herein or otherwise, after the Revolving Credit Maturity Date, no Lender (other than the Issuing Lender) shall have any liability or obligation relating to any Letter of Credit Liabilities (including, without limitation, in respect of any Letter of Credit that has an expiry date after such date).

§2.14 Defaulting Lenders.

(a) If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or applicable law, except as otherwise provided under §27, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Revolving Credit Lenders, the Required Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.14(d). Notwithstanding anything else provided herein or otherwise, no limitation on such Defaulting Lender’s right to participate in the administration of the Loans shall mean or be deemed to limit or otherwise impair, such Defaulting Lender’s right to attend, but not participate or vote (except as otherwise provided under §27), in any bank meeting or to request or receive any information in connection with or as provided under any of the Loan Documents.

(b) Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting Lender’s Commitment at par. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitment in proportion to the Commitments of the other Lenders exercising such right. If after such fifth (5th) Business Day, the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default exists) or the Required Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand (but shall have no obligation to so demand) that such Defaulting Lender assign its Commitment to an eligible assignee subject to and in accordance with the provisions of §18.1 for the purchase price provided for below

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and upon any such demand such Defaulting Lender shall comply with such demand and shall consummate such assignment (subject to and in accordance with the provisions of §18.1). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible assignee. Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §18.1 have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to §2.14(d).

(c) During any period in which there is a Defaulting Lender, all or any part of such Defaulting Lender’s obligation to acquire, refinance or fund participations in Letters of Credit pursuant to §2.10(g) or Swing Loans pursuant to §2.5(e) shall be reallocated among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists, (ii) the conditions set forth in §10 and §11 are satisfied at the time of such reallocation (and, unless the Borrower shall have notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at the time), (iii) the representations and warranties in the Loan Documents shall be true and correct in all material respects on and as of the date of such reallocation with the same effect as though made on and as of such date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and (iv) the aggregate obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans shall not exceed the positive difference, if any, of (A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate outstanding principal amount of the Revolving Credit Loans of that Lender plus (2) such Lender’s pro rata portion in accordance with its Revolving Credit Commitment Percentage of outstanding Letter of Credit Liabilities and Swing Loans. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(d) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the

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account of such Defaulting Lender pursuant to §13), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit Liabilities) hereunder; second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender (with respect to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder; third, if so determined by the Agent or requested by the Issuing Lender or the Swing Loan Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to the Agent or the Lenders (including the Issuing Lender and the Swing Loan Lender) as a result of any judgment of a court of competent jurisdiction obtained by the Agent or any Lender (including the Issuing Lender and the Swing Loan Lender) against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swing Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or funded participations in Letters of Credit or Swing Loans were made at a time when the conditions set forth in §10 and §11, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swing Loans owed to, all Non-Defaulting Lenders on a pro rata basis until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance with their Revolving Credit Commitment Percentages and Term Loan Commitment Percentages, as applicable, without regard to §2.14(c), prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swing Loans owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this §2.14(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement.

(e) Within five (5) Business Days of demand by the Issuing Lender or Swing Loan Lender from time to time, the Borrower shall deliver to the Agent for the benefit of the Issuing Lender and the Swing Loan Lender Cash Collateral in an amount sufficient to cover all Fronting Exposure with respect to the Issuing Lender and Swing Loan Lender (after giving effect to §2.5(a), §2.10(a) and §2.14(c)) on terms reasonably satisfactory to the Issuing

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Lender and/or Swing Loan Lender in its good faith determination (and such Cash Collateral shall be in Dollars). Any such Cash Collateral shall be deposited in the collateral account described in §2.12 as collateral (solely for the benefit of the Issuing Lender and/or the Swing Loan Lender) for the payment and performance of each Defaulting Lender’s pro rata portion in accordance with their respective Revolving Credit Commitment Percentages of outstanding Letter of Credit Liabilities and Swing Loans. Moneys in such account deposited pursuant to this section shall be applied by the Agent to reimburse the Issuing Lender and/or the Swing Loan Lender immediately for each Defaulting Lender’s pro rata portion in accordance with their respective Revolving Credit Commitment Percentages of any funding obligation with respect to a Letter of Credit or Swing Loan which has not otherwise been reimbursed by the Borrower or such Defaulting Lender.

(f) (i) Each Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive any facility unused fee pursuant to §2.3 for any period during which that Revolving Credit Lender is a Defaulting Lender.

(ii) Each Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive Letter of Credit fees pursuant to §2.10(e) for any period during which that Revolving Credit Lender is a Defaulting Lender.

(iii) With respect to any facility unused fee or Letter of Credit fees not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Revolving Credit Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to §2.14(c), (y) pay to the Issuing Lender and Swing Loan Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Lender’s or Swing Loan Lender’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay any remaining amount of any such fee.

(g) If the Borrower (so long as no Default or Event of Default exists) and the Agent agree in writing in their reasonable discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Lenders in accordance with their Commitments (without giving effect to §2.14(c)), whereupon such Lender will cease to be a Defaulting Lender and any applicable cash collateral provided by the Borrower shall be promptly refunded to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

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§2.15 Extension of Revolving Credit Maturity Date. The Borrower shall have the one-time right and option to extend the Revolving Credit Maturity Date to May 1, 2018, upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of the Revolving Credit Maturity Date:

(a) Extension Request. The Borrower shall deliver written notice of such request (the “Extension Request”) to the Agent not later than the date which is ninety (90) days prior to the Revolving Credit Maturity Date (as determined without regard to such extension). Any such Extension Request shall be irrevocable and binding on the Borrower.

(b) Payment of Extension Fee. The Borrower shall pay to the Agent for the pro rata accounts of the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments an extension fee in an amount equal to ten (10) basis points on the Total Revolving Credit Commitment in effect on the Revolving Credit Maturity Date (as determined without regard to such extension), which fee shall, when paid, be fully earned and non-refundable under any circumstances.

(c) No Default. On the date the Extension Request is given and on the Revolving Credit Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default.

(d) Representations and Warranties. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on the date the Extension Request is given and on the Revolving Credit Maturity Date (as determined without regard to such extension), except to the extent any representation or warranty is as of a specific date, in which case such representation or warranty shall be correct in all material respects as of such earlier date.

(e) Pro Forma Covenant Compliance. Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent that Borrower will be in pro forma compliance with the covenants set forth in §9 immediately after giving effect to the extension.

(f) Additional Documents and Expenses. The Borrower and the Guarantors shall execute and deliver to Agent and Lenders such additional consents and affirmations and other documents as the Agent may reasonably require.

§3. REPAYMENT OF THE LOANS.

§3.1 Stated Maturity. The Borrower promises to pay on the Revolving Credit Maturity Date and there shall become absolutely due and payable on the Revolving Credit Maturity Date all of the Revolving Credit Loans, Swing Loans and the Letter of Credit Liabilities outstanding on such date, together with any and all accrued and unpaid interest thereon. The Borrower promises to pay on the Term Loan Maturity Date and there shall become absolutely due and payable on the Term Loan Maturity Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon.

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§3.2 Mandatory Prepayments.

(a) If at any time the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the outstanding principal balance of the Swing Loans and the Letter of Credit Liabilities exceeds (a) the Total Revolving Credit Commitment or (b) the Unencumbered Asset Pool Availability minus the outstanding principal balance of the Equipment Loan, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders, as applicable, for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender.

(b) If at any time the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the outstanding principal balance of the Swing Loans, the outstanding principal balance of the Term Loans and the Letter of Credit Liabilities exceeds (a) the Total Commitment or (b) the Unencumbered Asset Pool Availability minus the outstanding principal balance of the Equipment Loan, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Lenders, as applicable, for applications to the Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender.

(c) In the event that after the Closing Date the Borrower, REIT or any of their respective Subsidiaries shall enter into any other Unsecured Debt as permitted under this Agreement, the Borrower shall prepay the Term Loans concurrently with the date of receipt by the Borrower, REIT or such Subsidiary of the Net Cash Proceeds of such incurrence of such Unsecured Debt in an amount equal to one hundred percent (100%) of such Net Cash Proceeds until such time as the Term Loans are paid in full.

§3.3 Optional Prepayments.

(a) The Borrower shall have the right, at its election, to prepay the outstanding amount of the Revolving Credit Loans and Swing Loans, as a whole or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding amount of any Revolving Credit LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8.

(b) The Borrower shall have the right, at its election, to prepay the outstanding amount of the Term Loans, as a whole or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding amount of any Term LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8.

(c) The Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days’ prior written notice of any prepayment pursuant to this §3.3 of LIBOR Rate Loans unless a shorter notice period is agreed to in writing by the Agent, and one Business Days’ prior written notice of any prepayment pursuant to this §3.3 of Base Rate Loans, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent). Notwithstanding the foregoing, no prior notice shall be required for the prepayment of any Swing Loan.

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§3.4 Partial Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment. Each partial payment under §3.2 and §3.3 shall be applied first to the principal of any Outstanding Swing Loans, then to the principal of Revolving Credit Loans and then to the principal of Term Loans. Each partial payment under §3.2 and §3.3 shall be applied first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans.

§3.5 [Intentionally Omitted.]

§3.6 Effect of Prepayments. Amounts of the Revolving Credit Loans prepaid under §3.2 and §3.3 prior to the Revolving Credit Maturity Date may be reborrowed as provided in §2. Any portion of the Term Loans that is prepaid may not be reborrowed.

§4. CERTAIN GENERAL PROVISIONS.

§4.1 Conversion Options.

(a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least two (2) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Revolving Credit LIBOR Rate Loans and two (2) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or Term Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral

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multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.

(b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default.

(c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Revolving Credit Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

§4.2 Fees. The Borrower and the Guarantors agree to pay to KeyBank and Agent for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated as of May 1, 2013 between the Borrower, KeyBank and KeyBanc Capital Markets (the “Agreement Regarding Fees”). All such fees shall be fully earned when paid and nonrefundable under any circumstances.

§4.3 Agent Fee. The Borrower shall pay to the Agent, for the Agent’s own account, a non-refundable Agent’s administrative fee pursuant to the Agreement Regarding Fees. The Agent’s fee shall be payable upon the Closing Date and on each annual anniversary date thereof until the termination of the Commitment and the indefeasible repayment in full and satisfaction of the Obligations and Hedge Obligations.

§4.4 Funds for Payments.

(a) All payments of principal, interest, facility fees, Letter of Credit Fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders (including the Swing Loan Lender) under the Loan Documents. Subject to the foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent.

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(b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes (other than (i) income or franchise taxes imposed on any Lender and (ii) U.S. federal taxes imposed by reason of a Lender’s failure to comply with the requirements of FATCA to establish that such payment is exempt from withholding tax thereunder), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Lenders (including the Swing Loan Lender) or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Agent to receive the same net amount which the Lenders or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under any other Loan Document.

(c) Each Lender organized under the laws of a jurisdiction outside the United States, if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above, indicates the withholding status of such Lender; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve the Borrower of its obligations under §4.4(b). In the event that the Borrower shall have delivered the certificates or vouchers described above for any payments made by the Borrower and such Lender receives a refund of any taxes paid by the Borrower pursuant to §4.4(b), such Lender will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Lender is required to return such refund, the Borrower shall promptly repay to such Lender the amount of such refund. Without limitation of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Sections 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or, as necessary, to determine the amount to deduct and withhold from such payment.

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(d) The obligations of the Borrower to the Lenders under this Agreement (and of the Revolving Credit Lenders to make payments to the Issuing Lender with respect to Letters of Credit and to the Swing Loan Lender with respect to Swing Loans) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement, any Letter of Credit or any of the other Loan Documents; (ii) any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iii) the existence of any claim, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may be acting) or the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, or any unrelated transaction; (iv) any draft, demand, certificate, statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) any breach of any agreement between the Borrower or any of its Subsidiaries or Affiliates and any beneficiary or transferee of any Letter of Credit; (vi) any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit; (vii) payment by the Issuing Lender under any Letter of Credit against presentation of a sight draft, demand, certificate or other document which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods; (viii) any non-application or misapplication by the beneficiary of a Letter of Credit of the proceeds of such Letter of Credit; (ix) the legality, validity, form, regularity or enforceability of the Letter of Credit; (x) the failure of any payment by Issuing Lender to conform to the terms of a Letter of Credit (if, in Issuing Lender’s good faith judgment, such payment is determined to be appropriate); (xi) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (xii) the occurrence of any Default or Event of Default; and (xiii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

§4.5 Computations. All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year (or a 365 day year in the case of Base Rate Loans) and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The Outstanding Loans and Letter of Credit Liabilities as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount absent manifest error.

§4.6 Suspension of LIBOR Rate Loans. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that

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adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders.

§4.7 Illegality. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Lender or its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. Notwithstanding the foregoing, before giving such notice, the applicable Lender shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by the Borrower hereunder.

§4.8 Additional Interest. If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §12.1, the Borrower will pay to the Agent upon demand for the account of the applicable Lenders in accordance with their respective Commitment Percentages (or to the Swing Loan Lender with respect to a Swing Loan), in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs. The Borrower understands, agrees and acknowledges the following: (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in determining such rate; and (iii) the Borrower has accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. The Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds.

§4.9 Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any Governmental Authority charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by any Governmental Authority (whether or not having the force of law), shall:

(a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or

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(b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or

(c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or

(d) impose on any Lender or the Agent any other conditions, cost, expense or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is:

(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending, continuing, converting or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or

(ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or

(iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent. The Borrower’s obligations under this §4.9 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, the Borrower shall not be required to compensate any Lender pursuant to this §4.9 for any increased costs or reductions incurred more than 180 days prior to the date of such Lender’s demand.

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Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, rule, regulation or guidelines or the interpretation thereof for the purposes of this Section regardless of the date enacted, adopted or issued.

§4.10 Capital Adequacy. If after the date hereof any Lender determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital or liquidity (including, without limitation, on account of Basel III) requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy or liquidity position and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. The Borrower’s obligations under this §4.10 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, the Borrower shall not be required to compensate any Lender pursuant to this §4.10 for any such amounts incurred more than 180 days prior to the date of such Lender’s demand. Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, rule, regulation or guidelines or the interpretation thereof for the purposes of this Section regardless of the date enacted, adopted or issued.

§4.11 Breakage Costs. The Borrower shall pay all Breakage Costs required to be paid by them pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from Agent, or such earlier date as may be required by this Agreement.

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§4.12 Default Interest. Following the occurrence and during the continuance of any Event of Default, and regardless of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all principal of the Loans and, to the extent permitted by applicable law, overdue installments of interest, shall bear interest payable on demand at a rate per annum equal to three percent (3.0%) above an amount equal to the sum of the Base Rate plus the Applicable Margin (the “Default Rate”), until such amount shall be paid in full (after as well as before judgment) and the fee payable with respect to Letters of Credit shall be increased to a rate equal to two percent (2.0%) above the Letter of Credit fee that would otherwise be applicable to such time, or if any of such amounts shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law.

§4.13 Certificate. A certificate setting forth any amounts payable pursuant to §4.8, §4.9, §4.10, §4.11 or §4.12 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be conclusive in the absence of manifest error.

§4.14 Limitation on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations, such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This Section shall control all agreements between or among the Borrower, the Lenders and the Agent.

§4.15 Certain Provisions Relating to Increased Costs and Non-Funding Lenders. If a Lender gives notice of the existence of the circumstances set forth in §4.7 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10, then, upon request of the Borrower, such Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s practice in connection with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be payable by the Borrower under the

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foregoing provisions, provided that such action would not be otherwise prejudicial to such Lender, including, without limitation, by designating another of such Lender’s offices, branches or affiliates; the Borrower agreeing to pay all reasonably incurred costs and expenses incurred by such Lender in connection with any such action. Notwithstanding anything to the contrary contained herein, if no Default or Event of Default shall have occurred and be continuing, and if any Lender (a) has given notice of the existence of the circumstances set forth in §4.7 or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10 and following the request of the Borrower has been unable to take the steps described above to mitigate such amounts (each, an “Affected Lender”) or (b) has failed to make available to Agent its pro rata share of any Loan or participation in a Letter of Credit or Swing Loan and such failure has not been cured (a “Non-Funding Lender”), then, within thirty (30) days after such notice or request for payment or compensation or failure to fund, as applicable, the Borrower shall have the one-time right as to such Affected Lender or Non-Funding Lender, as applicable, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender or Non-Funding Lender, as applicable, within thirty (30) days of receipt of such notice or failure to fund, as applicable, to elect to cause the Affected Lender or Non-Funding Lender, as applicable, to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Affected Lender or Non-Funding Lender, as applicable (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent after consultation with the Borrower so long as no Default or Event of Default exists thereunder). In the event that the Lenders do not elect to acquire all of the Affected Lender’s or Non-Funding Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Affected Lender or Non-Funding Lender, as applicable, the Affected Lender’s or Non-Funding Lender’s interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Affected Lender or Non-Funding Lender, as applicable, shall promptly execute all documents reasonably requested to surrender and transfer such interest. The purchase price for the Affected Lender’s or Non-Funding Lender’s Commitment shall equal any and all amounts outstanding and owed by the Borrower to the Affected Lender or Non-Funding Lender, as applicable, including principal, and all accrued and unpaid interest or fees.

§5. UNENCUMBERED ASSET POOL.

§5.1 Unsecured Obligations. The Lenders have agreed to make the Loans to the Borrower and issue Letters of Credit for the account of the Borrower on an unsecured basis. Notwithstanding the foregoing, the Obligations shall be guaranteed pursuant to the terms of the Guaranty.

§5.2 Initial Unencumbered Asset Pool. As of the Closing Date, the parties hereto agree that the Real Estate identified on Schedule 1.6 are the Initial Unencumbered Asset Pool Properties; provided, that if any Real Estate included as an Initial Unencumbered Asset Pool Property is Real Estate that does not satisfy the requirements in clauses (a)-(e) of the definition of “Eligible Real Estate” or in §7.18(a), it shall cease to be included in the calculation of Unencumbered Asset Pool Availability if it fails to satisfy any such requirements in addition to those it failed to satisfy on the Closing Date.

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§5.3 Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall (i) cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

§5.4 Removal of Real Estate from the Unencumbered Asset Pool. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4) and the Borrower remains in compliance with the covenants set forth in §9, the Agent shall remove Real Estate from the Unencumbered Asset Pool in connection with a sale, other disposition or refinance upon the request of the Borrower subject to and upon the following terms and conditions:

(a) the Borrower shall deliver to the Agent and all of the Lenders a written notice of its desire to obtain such removal no later than ten (10) days prior to the date on which such removal is to be effected;

(b) Parent Company shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of Parent Company most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of Parent Company to give effect to the proposed removal and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such removal;

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(c) [intentionally omitted]; and

(d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such removal, including without limitation, reasonable attorney’s fees.

Notwithstanding anything to the contrary contained in this §5.4, the Borrower shall obtain the prior written consent of the Required Lenders prior to the removal of the Metro Property or the Suwanee Property from the Unencumbered Asset Pool other than pursuant to §7.18(c) or §7.18(d), or in connection with the sale, other disposition or refinancing of such Real Estate so long as no Default or Event of Default shall have occurred hereunder and be continuing or in connection with refinancing or repayment of the Obligations and the return of all Letters of Credit (other than Letters of Credit the expirations of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect to which the Borrower has satisfied the requirements of such section or §2.12, as applicable) in full and termination of the obligation to provide additional Loans or issue additional Letters of Credit to the Borrower.

§5.5 Release of Certain Guarantors. In the event that (a) all Unencumbered Asset Pool Properties either owned by or serviced by a Subsidiary of Parent Company that is a Guarantor shall have been removed from the Unencumbered Asset Pool in accordance with the terms of this Agreement, and (b) such Subsidiary Guarantor will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Parent Company or any of its Subsidiaries of the type described in the definition of Material Subsidiary which would require it to be a Guarantor, then such Guarantor shall be released by Agent from liability under the Guaranty. The provisions of this §5.5 shall not apply to any Subsidiary of Parent Company which still owns or services an Unencumbered Asset Pool Property or any direct or indirect interest in an Unencumbered Asset Pool Property.

§6. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Agent and the Lenders as follows.

§6.1 Corporate Authority, Etc.

(a) Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. Each of the Subsidiary Guarantors is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its state of organization and is validly existing and in good standing under the laws thereof. The Subsidiary Guarantors and Additional Subsidiary Guarantors, if any, (i) have all requisite power to own their respective property and conduct their respective business as now conducted and as presently contemplated, and (ii) are in good standing and are duly authorized to do business in the jurisdictions where the Unencumbered Asset Pool Properties owned or leased by it are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect. Following the occurrence of the IPO Event, REIT will be a corporation or real estate investment trust duly

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organized pursuant to articles of incorporation or declaration of trust filed in its jurisdiction of organization, and is validly existing and in good standing under the laws of its jurisdiction of organization. Following the occurrence of the IPO Event, REIT shall conduct its business in a manner which enables it to qualify as a real estate investment trust under, and to be entitled to the benefits of, §856 of the Code, and will elect to be treated as and is entitled to the benefits of a real estate investment trust thereunder.

(b) Subsidiaries. Each of the Subsidiaries of the Parent Company that is not the Borrower or a Subsidiary Guarantor (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where a failure to be so qualified could have a Material Adverse Effect.

(c) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or a Guarantor is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to any such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or any material agreement or other instrument binding upon, any such Person or any of its properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any such Person other than the liens and encumbrances in favor of Agent contemplated by this Agreement and the other Loan Documents, and (vi) do not require the approval or consent, except as stated on Schedule 1.4, of any Person other than those already obtained and delivered to Agent.

(d) Enforceability. The execution and delivery of this Agreement and the other Loan Documents to which any of the Borrower or the Guarantors is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity.

§6.2 Governmental Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained.

§6.3 Title to Properties. Except as indicated on Schedule 6.3 hereto, Parent Company and its Subsidiaries own or lease all of the assets reflected in the consolidated balance sheet of Parent Company as of the Balance Sheet Date or acquired or leased since that date (except property and assets sold or otherwise disposed of in the ordinary course or otherwise permitted hereunder since that date) subject to no Liens except Permitted Liens.

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§6.4 Financial Statements. Parent Company has furnished to Agent: (a) the consolidated balance sheet of Parent Company and its Subsidiaries as of the Balance Sheet Date and the related consolidated statement of income and cash flow for the calendar quarter then ended certified by the chief financial or accounting officer of Parent Company, (b) as of the Closing Date, an unaudited statement of Net Operating Income for the Unencumbered Asset Pool Properties for the period ending March 31, 2013 reasonably satisfactory in form to the Agent and certified by the chief financial or accounting officer of Parent Company as fairly presenting, in all material respects, the Net Operating Income for such Real Estate for such periods, and (c) certain other financial information relating to the Guarantors, the Borrower and the Real Estate (including, without limitation, the Unencumbered Asset Pool Properties). Such balance sheet and statements have been prepared in accordance with generally accepted accounting principles, except as disclosed therein and approved by Agent in its reasonable discretion and fairly present, in all material respects, the consolidated financial condition of Parent Company and its Subsidiaries as of such dates and the consolidated results of the operations of Parent Company and its Subsidiaries for such periods. As of the Closing Date, there is no Indebtedness of Parent Company or any of its Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto.

§6.5 No Material Changes. Since the date of the most recent fiscal year end audited financial statements delivered to Agent and the Lenders prior to Closing or pursuant to §7.4, as applicable, there has occurred no materially adverse change in the financial condition, prospects or business of Parent Company and its Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of Parent Company as of the Balance Sheet Date, or its consolidated statement of income or cash flows for the calendar year then ended, other than changes in the ordinary course of business that have not and could not reasonably be expected to have a Material Adverse Effect. As of the date hereof, except as set forth on Schedule 6.5 hereto, there has occurred no materially adverse change in the financial condition, prospects, operations or business activities of any of the Unencumbered Asset Pool Properties from the condition shown on the statements of income delivered to the Agent pursuant to §6.4 other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business, prospects, operation or financial condition of such Unencumbered Asset Pool Properties.

§6.6 Franchises, Patents, Copyrights, Etc. The Borrower, Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others.

§6.7 Litigation. Except as stated on Schedule 6.7, as of the Closing Date, there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the Borrower or the Guarantors threatened against the Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any of the other Loan Documents,

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any action taken or to be taken pursuant hereto or thereto or any lien, security title or security interest created or intended to be created pursuant hereto or thereto, or which if adversely determined could reasonably be expected to have a Material Adverse Effect. Except as stated on Schedule 6.7, as of the Closing Date, there are no judgments, final orders or awards outstanding against or affecting the Borrower, any Guarantor or any of their respective Subsidiaries or any of the Unencumbered Asset Pool Properties individually or in the aggregate in excess of $10,000,000.00.

§6.8 No Material Adverse Contracts, Etc. Neither the Borrower, the Guarantors nor any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. Neither the Borrower, the Guarantors nor any of their respective Subsidiaries is a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect.

§6.9 Compliance with Other Instruments, Laws, Etc. Neither the Borrower, the Guarantors nor any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

§6.10 Tax Status. Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction. There are no audits pending or to the knowledge of the Borrower or the Guarantors threatened with respect to any tax returns filed by the Borrower, Guarantors or their respective Subsidiaries. The taxpayer identification number for the Borrower is 27-0707288. There are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Asset Pool Properties which are payable by the Borrower or any Guarantor (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Each of the Unencumbered Asset Pool Properties is separately assessed for purposes of real estate tax assessment and payment. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the Guarantors or any of their respective Subsidiaries which are payable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement).

§6.11 No Event of Default. No Default or Event of Default has occurred and is continuing.

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§6.12 Investment Company Act. Neither Parent Company nor any of its Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

§6.13 Absence of UCC Financing Statements, Etc. Except with respect to Permitted Liens or as disclosed on the lien search reports delivered to and approved by the Agent, there is no financing statement (excluding any financing statements that may be filed against the Borrower or any Guarantors or their respective Subsidiaries without the consent or agreement of such Persons), security agreement, chattel mortgage, real estate mortgage, other document or other Lien filed or recorded with any applicable filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or security title in, any property of the Borrower or any Guarantor or their respective Subsidiaries or rights thereunder.

§6.14 [Intentionally Omitted.]

§6.15 Certain Transactions. Except as disclosed on Schedule 6.15 hereto, none of the partners, officers, trustees, managers, members, directors, or employees of the Borrower, or of any Guarantor or any of their respective Subsidiaries is, nor shall any such Person become, a party to any transaction with the Borrower, or any Guarantor or any of their respective Subsidiaries or Affiliates (other than for services as partners, managers, members, employees, officers and directors), including any agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any partner, officer, trustee, director or such employee or, to the knowledge of the Borrower, the Guarantors, any corporation, partnership, trust or other entity in which any partner, officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, except as permitted by §8.13.

§6.16 Employee Benefit Plans. The Borrower, each Guarantor and each ERISA Affiliate has fulfilled its obligation, if any, under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, except for those insignificant operational failures that could be corrected through voluntary self-correction programs currently offered by the IRS and United States Department of Labor. Neither the Borrower, any Guarantor nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under §412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under §4007 of ERISA. None of the Unencumbered Asset Pool Properties constitutes a “plan asset” of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan.

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§6.17 Disclosure. All of the representations and warranties made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects. All information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the Lenders by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries was, at the time so furnished, true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrower’s and the Guarantors’ counsel (although the Borrower and the Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b) budgets, projections and other forward-looking speculative information prepared in good faith by the Borrower and the Guarantors (except to the extent the related assumptions were when made manifestly unreasonable). The written information, reports and other papers and data with respect to the Borrower, the Guarantors, any Subsidiary or the Unencumbered Asset Pool Properties (other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement or the obtaining of the Commitments of the Lenders hereunder was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrower’s and the Guarantors’ counsel (although the Borrower and the Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b) budgets, projections and other forward-looking speculative information prepared in good faith by the Borrower and the Guarantors (except to the extent the related assumptions were when made manifestly unreasonable).

§6.18 Trade Name; Place of Business. Except as set forth on Schedule 6.18, neither the Borrower nor any Guarantor uses any trade name and conducts business under any name other than its actual name set forth in the Loan Documents. The principal place of business of the Borrower and Guarantors is 12851 Foster Street, Suite 205, Overland Park, Kansas 66213.

§6.19 Regulations T, U and X. No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. Neither the Borrower nor any Guarantor is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.

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§6.20 Environmental Compliance. The Borrower and Guarantors have taken all commercially reasonable steps to investigate the past and present conditions and usage of the Real Estate and the operations conducted thereon and, except as specifically set forth in the written environmental site assessment reports of the Environmental Engineer provided to the Agent on or before the date hereof except as otherwise agreed to in writing by Agent, or in the case of Unencumbered Asset Pool Properties acquired after the date hereof, the environmental site assessment reports with respect thereto provided to the Agent, makes the following representations and warranties except as set forth on Schedules 6.20(c) or (d):

(a) Neither the Borrower, the Guarantors, their respective Subsidiaries nor to the knowledge of the Borrower and Guarantors any operator of the Real Estate, nor any tenant or licensee or operations thereon, is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under any Environmental Law, which violation (i) involves Real Estate (other than the Unencumbered Asset Pool Properties) and has had or could reasonably be expected to have a Material Adverse Effect or (ii) involves an Unencumbered Asset Pool Property and has had or could reasonably be expected, when taken together with other matters covered by this §6.20 and §8.6, to result in liability, clean up, remediation, containment, correction or other costs to the Borrower or any Guarantor individually or in the aggregate with other Unencumbered Asset Pool Properties in excess of $6,000,000.00 or could reasonably be expected to materially adversely affect the operation of or ability to use such Unencumbered Asset Pool Property (a “Material Environmental Matter”).

(b) Neither the Borrower, the Guarantors nor any of their respective Subsidiaries has received notice from any third party including, without limitation, any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, any Guarantor or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances, which in any case (A) involves Real Estate other than an Unencumbered Asset Pool Property and has had or could reasonably be expected to have a Material Adverse Effect or (B) involves an Unencumbered Asset Pool Property and is not and could not reasonably be expected to be a Material Environmental Matter.

(c) (i) No portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of the Real Estate except those which are being operated and maintained in material compliance with Environmental Laws; (ii) in the course of any activities conducted by the Borrower, the Guarantors, their respective

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Subsidiaries or, to the knowledge of the Borrower and Guarantors, the tenants, licensees and operators of their properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of business and in material compliance with applicable Environmental Laws; (iii) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than the storing of materials in reasonable quantities to the extent necessary for the operation of data centers of the type and size of those owned by the Borrower, Guarantors and their respective Subsidiaries in the ordinary course of their business, and in any event in compliance with all Environmental Laws) (a “Release”) or threatened Release of Hazardous Substances on, upon, into or from the Unencumbered Asset Pool Properties, which Release is or could reasonably be expected, to be a Material Environmental Matter, or from any other Real Estate, which Release has had or could reasonably be expected to have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to have a material adverse effect on the value of, the Real Estate; and (v) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site in accordance with all applicable Environmental Laws (except with respect to the foregoing in this §6.20(c): (A) as to any Real Estate (other than the Unencumbered Asset Pool Properties) where the foregoing has not had or could not reasonably be expected to have a Material Adverse Effect) and (B) as to any Unencumbered Asset Pool Property where the foregoing is not or could not reasonably be expected to be a Material Environmental Matter.

(d) Except as set forth on Schedule 6.20(d), neither the Borrower, the Guarantors, their respective Subsidiaries nor the Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement in each case by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of the transactions contemplated hereby except for such matters that shall be complied with as of the Closing Date.

(e) There are no existing or closed sanitary landfills, solid waste disposal sites, or hazardous waste treatment, storage or disposal facilities on or, to the Borrower’s and the Guarantors’ actual knowledge, affecting the Real Estate except where such existence: (A) as to any Real Estate other than an Unencumbered Asset Pool Property has not had or could not reasonably be expected to have a Material Adverse Effect and (B) as to any Unencumbered Asset Pool Property is not or could not reasonably be expected to be a Material Environmental Matter.

(f) Neither the Borrower nor any Guarantors have received any written notice of any claim by any party that any use, operation, or condition of the Real Estate has caused any nuisance or any other liability or adverse condition on any other property which: (A) as to any Real Estate other than an Unencumbered Asset Pool Property has had or could reasonably be expected to have a Material Adverse Effect and (B) as to any Unencumbered Asset Pool Property is or could reasonably be expected to be a Material Environmental Matter, nor is there any knowledge of any basis for such a claim.

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§6.21 Subsidiaries; Organizational Structure. Schedule 6.21(a) sets forth, as of the date hereof, all of the Subsidiaries of Parent Company, the form and jurisdiction of organization of each of the Subsidiaries, and the owners of the direct and indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the date hereof, all of the Unconsolidated Affiliates of Parent Company and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, Parent Company’s or its Subsidiary’s ownership interest therein and the other owners of the applicable Unconsolidated Affiliate. No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on Schedules 6.21(a) and 6.21(b) except as set forth on such Schedules. Each Subsidiary Guarantor is a Wholly Owned Subsidiary of the Borrower.

§6.22 Leases. The Leases and any amendments thereto provided by the Borrower to Agent with respect to each Unencumbered Asset Pool Property are true, correct and complete copies as of the date of inclusion of such Unencumbered Asset Pool Property in the Unencumbered Asset Pool. An accurate and complete Rent Roll as of the date of inclusion of each Unencumbered Asset Pool Property in the Unencumbered Asset Pool with respect to all Leases of any portion of the Unencumbered Asset Pool Properties has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Unencumbered Asset Pool Property and in the Building relating thereto. As of the date of delivery of such Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Rent Roll. Except as set forth in Schedule 6.22, the Leases reflected therein are, as of the date of inclusion of the applicable Unencumbered Asset Pool Property in the Unencumbered Asset Pool, in full force and effect in accordance with their respective terms, (b) without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the knowledge of the Borrower and the Guarantors there is no basis for any such claim or notice of material default by tenant or licensee. No property other than the Unencumbered Asset Pool Properties which is the subject of the applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except that both a Subsidiary Guarantor and Borrower hold the lessor’s, landlord’s or licensor’s interests in the agreements described in the definition of “Nokia Agreement” in §1.1.

§6.23 Property. All of the Unencumbered Asset Pool Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free

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from material defects, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant or licensee and which may not be in final working order pending final build-out of such space. All of the other Real Estate of the Borrower, the Guarantors and their respective Subsidiaries is structurally sound, in good condition and working order, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant or licensee and where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Asset Pool Properties, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Unencumbered Asset Pool Properties are installed to the property lines of the Unencumbered Asset Pool Properties through dedicated public rights of way or through perpetual private easements approved by the Agent and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law. The streets abutting the Unencumbered Asset Pool Properties are dedicated and accepted public roads, to which the Unencumbered Asset Pool Properties have direct access by trucks and other motor vehicles and by foot, or are perpetual private ways (with direct access by trucks and other motor vehicles and by foot to public roads) to which the Unencumbered Asset Pool Properties have direct access approved by the Agent. All private ways providing access to the Unencumbered Asset Pool Properties are zoned in a manner which will permit access to the Building over such ways by trucks and other commercial and industrial vehicles. There are no pending, or to the knowledge of the Borrower and the Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Asset Pool Properties. There are no pending eminent domain proceedings against any other property of the Borrower, the Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower and the Guarantors, no such proceedings are presently threatened or contemplated by any taking authority which may individually or in the aggregate have any Material Adverse Effect. As of the date of the inclusion of an Unencumbered Asset Pool Property into the Unencumbered Asset Pool, no Unencumbered Asset Pool Properties are damaged as a result of any fire, explosion, accident, flood or other casualty except as disclosed in writing to Agent. None of the other property of the Borrower, the Guarantors or their respective Subsidiaries is now damaged as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect. Neither the Borrower, the Guarantors nor their respective Subsidiaries has received any outstanding written notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Asset Pool Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Asset Pool Properties complies with the material requirements of all of the Borrower’s and the Guarantors’ insurance carriers. Except as listed on Schedule 6.23, the Borrower has no Management Agreements for any of the Unencumbered Asset Pool Properties as of the date of inclusion of such Unencumbered Asset Pool Property in the Unencumbered Asset Pool. To the knowledge of the Borrower and the Guarantors, there are no material claims in respect of any Unencumbered Asset Pool Property or its operation by any party to any service

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agreement or Management Agreement. Except as set forth in Schedule 6.23, as of the date of inclusion of such Unencumbered Asset Pool Property in the Unencumbered Asset Pool, there are no Material Agreements pertaining to any Unencumbered Asset Pool Property, any Building thereon or the operation or maintenance of either thereof other than as described in this Agreement (including the Schedules hereto) or any title policies, commitments or reports with respect thereto and except as set forth on Schedule 6.23, as of the date of inclusion of such Unencumbered Asset Pool Property in the Unencumbered Asset Pool, the Borrower or a Subsidiary Guarantor is a party to each such Material Agreement; and no person or entity has any right or option to acquire any Unencumbered Asset Pool Property or any Building thereon or any portion thereof or interest therein.

§6.24 Brokers. Neither the Borrower, the Guarantors nor any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.

§6.25 Other Debt. Neither the Borrower, the Guarantors nor any of their respective Subsidiaries is in default of the payment of any Indebtedness or the performance of any related agreement, mortgage, deed of trust, security agreement, financing agreement or indenture to which any of them is a party where such default would result in a Default or Event of Default hereunder. Neither the Borrower, the Guarantors or any of their respective Subsidiaries is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time or payment of any of the Obligations to any other indebtedness or obligation of any such Person. Schedule 6.25 hereto sets forth all agreements, mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower, the Guarantors or any of their respective Subsidiaries or their respective properties and entered into by such Person as of the date of this Agreement with respect to any Indebtedness of such Person in an amount greater than $1,000,000.00, and the Borrower and Guarantors have provided the Agent if requested with true, correct and complete copies thereof.

§6.26 Solvency. As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower nor the Guarantors are insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower and each Guarantor is able to pay its debts as they become due, and the Borrower and each Guarantor has sufficient capital to carry on its business.

§6.27 No Bankruptcy Filing. Neither the Borrower nor the Guarantors is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of its assets or property, and neither the Borrower nor the Guarantors have knowledge of any Person contemplating the filing of any such petition against it.

§6.28 No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.

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§6.29 Transaction in Best Interests of the Borrower; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrower and the Guarantors. The direct and indirect benefits to inure to the Borrower and Guarantors pursuant to this Agreement and the other Loan Documents constitute substantially more than “reasonably equivalent value” (as such term is used in §548 of the Bankruptcy Code) and “valuable consideration,” “fair value,” and “fair consideration,” (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrower, the Guarantors and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents. The Borrower and Guarantors further acknowledge and agree that the Borrower and Guarantors constitute a single integrated and common enterprise and that each receives a benefit from the availability of credit under this Agreement.

§6.30 OFAC. Neither the Borrower, the Guarantors nor their respective Subsidiaries is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, the Borrower hereby agrees to provide to the Lenders any additional information that a Lender reasonably deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities.

§6.31 Metro Ground Lease.

(a) The Metro Ground Lease contains the entire agreement of the Authority and QIPM pertaining to the Metro Property covered thereby. QIPM has no estate, right, title or interest in or to the Metro Property except under and pursuant to the Metro Ground Lease. The Loan Parties have delivered a true and correct copy of the Metro Ground Lease to the Agent and the Metro Ground Lease has not been modified, amended or assigned, with the exception of written instruments that have been recorded in the real estate records of Fulton County, Georgia.

(b) The Authority is the exclusive fee simple owner of the Metro Property, subject only to the Metro Ground Lease and all Liens and other matters disclosed in the applicable title report for the Metro Property subject to the Metro Ground Lease, and the Authority is the sole owner of the lessor’s interest in the Metro Ground Lease.

(c) There are no rights to terminate the Metro Ground Lease other than the Authority’s right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the Metro Ground Lease.

(d) The Metro Ground Lease is in full force and effect and, to QIPM’s knowledge, no material breach or default or event that with the giving of notice or passage of time would constitute a breach or default under the Metro Ground Lease (a “Metro Ground Lease Default”) exists or has occurred on the part of the QIPM or on the part of the Authority under the Metro Ground Lease. All base rent and additional rent, if any, due and payable

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under the Metro Ground Lease has been paid through the date hereof and QIPM is not required to pay any deferred or accrued rent after the date hereof under the Metro Ground Lease. QIPM has not received any written notice that a Metro Ground Lease Default has occurred or exists, or that the Authority or any third party alleges the same to have occurred or exist.

(e) QIPM is the exclusive owner of the ground lessee’s interest under and pursuant to the Metro Ground Lease and has not assigned, transferred or encumbered its interest in, to, or under the Metro Ground Lease, except as permitted in §8.2(i)(A), (iv) and (v).

(f) No rent payments are due under the Metro Ground Lease so long as the ground lessee is also the holder of that certain Taxable Industrial Development Revenue Bond (Quality Investment Properties Atlanta Tech Centre South, L.L.C. Project), Series 2006 (the “Bond”). There are no defaults under the Bond. The principal amount outstanding under the Bond as of the date hereof is $27,000,000. QIPM is and shall remain the sole owner of the Bond.

§6.32 Other Ground Leases.

(a) Each Ground Lease other than the Metro Ground Lease, if any, contains the entire agreement of (i) the Borrower or applicable Subsidiary Guarantor and (ii) the applicable owner of the fee interest in such Unencumbered Asset Pool Property (the “Fee Owner”) or the applicable lessee (the “Sublessor”) under a master ground lease between such Sublessor and the Fee Owner pertaining to the Unencumbered Asset Pool Property covered thereby. The Borrower or applicable Subsidiary Guarantor has no estate, right, title or interest in or to the Unencumbered Asset Pool Property affected by such other Ground Leases except under and pursuant to such Ground Lease. The Borrower has delivered a true and correct copies of each Ground Lease, if any, to the Agent and such Ground Leases have not been modified, amended or assigned, with the exception of written instruments that have been recorded in the applicable real estate records and referenced in any title reports for such Unencumbered Asset Pool Property.

(b) The applicable Fee Owner is the exclusive fee simple owner of the applicable Unencumbered Asset Pool Property, subject only to the applicable Ground Lease and all Liens and other matters disclosed in the applicable title report for the Unencumbered Asset Pool Property subject to such Ground Lease, and the applicable Fee Owner or Sublessor is the sole owner of the lessor’s interest in such Ground Lease.

(c) There are no rights to terminate any Ground Lease other than the applicable Fee Owner’s or Sublessor’s right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the applicable Ground Lease.

(d) Each Ground Lease other than the Metro Ground Lease is in full force and effect and no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under any such Ground Lease (a “Ground Lease Default”) exists or

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has occurred on the part of the Borrower or applicable Subsidiary Guarantor or on the part of the applicable Fee Owner or Sublessor under any Ground Lease. All base rent and additional rent, if any, due and payable under each Ground Lease has been paid through the date hereof and neither the Borrower nor the applicable Subsidiary Guarantor is required to pay any deferred or accrued rent after the date hereof under any Ground Lease. Neither the Borrower nor the applicable Subsidiary Guarantor has received any written notice that a Ground Lease Default has occurred or exists, or that any Fee Owner, Sublessor or any third party alleges the same to have occurred or exist.

(e) The Borrower or the applicable Subsidiary Guarantor is the exclusive owner of the ground lessee’s interest under and pursuant to each applicable Ground Lease and has not assigned, transferred or encumbered its interest in, to, or under the Ground Lease, except as permitted in §8.2(i)(A), (iv) and (v).

§6.33 Power and Service Revenues. All power revenues and revenues from managed services at the Unencumbered Asset Pool Properties are coterminous with their respective Leases and license agreements.

§6.34 Eligible Real Estate Requirements. All Real Estate, the Net Operating Income of which was included in any calculation of Unencumbered Asset Pool Capitalized Value, Unencumbered Asset Pool Debt Service Coverage Ratio and Unencumbered Asset Pool Debt Yield satisfied, at the time of such calculation, all of the requirements contained in the definition of Eligible Real Estate and in Section 7.18 (or in the case of a Eligible Real Estate included under Section 7.18(b), all of those requirements that such Real Estate satisfied on the date such Real Estate was approved for inclusion as Eligible Real Estate or an Unencumbered Asset Pool Property, as applicable).

§6.35 Service Guarantees. Except as set forth in Schedule 6.35, as of the Closing Date, no tenant or licensee under any Lease has at any time during the operation of the Metro Property or Suwanee Property been entitled to any free rent, partial rent, rebate of rent payments, credit, offset, deduction in rent or a termination right because of any failure by the Borrower or any Subsidiary Guarantor to provide special data center services to the tenants or licensees including, without limitation, internet service, electrical power, or humidity or temperature control. As of the date of inclusion of Real Estate as an Unencumbered Asset Pool Property, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the Borrower or any Subsidiary Guarantor to any tenant or licensee has already been received by such tenant or licensee and all security deposits are being held in accordance with legal requirements.

§7. AFFIRMATIVE COVENANTS.

The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit (other than Letters of Credit the expirations of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect to which the Borrower has satisfied the requirements of such section or §2.12, as applicable) is outstanding or any Lender has any obligation to make any Loans or issue Letters of Credit:

§7.1 Punctual Payment. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes, as well as all other sums owing pursuant to the Loan Documents.

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§7.2 Maintenance of Office. The Borrower and the Guarantors will maintain their respective chief executive office at 12851 Foster Street, Suite 205, Overland Park, Kansas 66213, or at such other place in the United States of America as the Borrower or Guarantors shall designate upon thirty (30) days prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the Borrower or Guarantors in respect of the Loan Documents may be given or made.

§7.3 Records and Accounts. The Borrower and the Guarantors will (a) keep, and cause each of their respective Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of their respective properties and the properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower, any Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Agent, (x) make any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information described in §6.4 or §7.4 except to the extent required by GAAP, or (y) change its fiscal year. Agent and the Lenders acknowledge that Parent Company’s fiscal year as of the date hereof is a calendar year.

§7.4 Financial Statements, Certificates and Information. The Borrower and Guarantors will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders:

(a) as soon as available, but in any event not later than one hundred twenty (120) days after the end of each fiscal year, the audited Consolidated balance sheet of Parent Company and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flows for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the chief financial officer or accounting officer of Parent Company that the information contained in such financial statements fairly presents in all material respects the financial position of Parent Company and its Subsidiaries as of and for the periods presented, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a nationally recognized accounting firm reasonably approved by Agent, and any other information the Lenders may reasonably request to complete a financial analysis of Parent Company and its Subsidiaries;

(b) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal quarter of each fiscal year, copies of the unaudited consolidated balance sheet of Parent Company and its Subsidiaries, as at the end of such quarter, and the related unaudited consolidated statements of income and cash flows for the portion of Parent Company’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with

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GAAP, together with a certification by the chief financial officer or accounting officer of Parent Company that the information contained in such financial statements fairly presents in all material respects the financial position of Parent Company and its Subsidiaries on the date thereof (subject to year-end adjustments);

(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of Parent Company in the form of Exhibit J hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date and including a statement of the principal balance of the Equipment Loan. Parent Company shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Exhibit I attached hereto pursuant to which Parent Company shall calculate the amount of the Unencumbered Asset Pool Availability as of the end of the immediately preceding fiscal quarter. The Compliance Certificate shall with respect to any completed sale, encumbrance, refinance or transfer be adjusted in the best good faith estimate of the Borrower to give effect to such sale, encumbrance, refinance or transfer. For example, all income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Funds from Operations and Net Operating Income for such fiscal quarter for each of the Unencumbered Asset Pool Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of Parent Company that the information contained in such statement fairly presents in all material respects the Funds from Operations and Net Operating Income of the Unencumbered Asset Pool Properties for such periods;

(d) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities which would be included in Indebtedness of the Borrower, the Guarantors and their Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit);

(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for each of the Unencumbered Asset Pool Properties in form satisfactory to Agent as of the end of each fiscal quarter (including the fourth fiscal quarter in each fiscal year), together with a listing of each tenant or licensee that has taken occupancy of such Unencumbered Asset Pool Property during each fiscal quarter (including the fourth fiscal quarter in each fiscal year), and (ii) an operating statement for each Unencumbered Asset Pool Property for each such fiscal quarter and year to date and a consolidated operating statement for each Unencumbered Asset Pool Property for each such fiscal quarter and year to date (such statements and reports to be in form reasonably satisfactory to Agent);

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(f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (i) listing the Real Estate owned by the Borrower, Guarantors and their Subsidiaries (or in which the Borrower, the Guarantors or their Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower, the Guarantors and their Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower, the Guarantors and their Subsidiaries which are Development Properties and providing a brief summary of the status of such development;

(g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the owners of Parent Company;

(h) upon written request of the Agent, copies of all annual federal income tax returns and amendments thereto of the Borrower and Guarantors;

(i) [Intentionally Omitted];

(j) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Asset Pool Properties;

(k) (i) not later than January 31 of each year, a budget and business plan for Parent Company and its Subsidiaries for the next calendar year and (ii) beginning with the financial statements delivered for the first quarter of 2013 and simultaneous with the delivery of the financial statements referred to in (a) and (b) above, a discussion and analysis by Parent Company’s management of the Parent Company’s strategy and progress against budget and business plan of Parent Company and its Subsidiaries; and

(l) from time to time such other financial data and information in the possession of the Borrower, the Guarantors or their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or Guarantors and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower and the Guarantors) as the Agent (or any Lender requesting through the Agent) may reasonably request.

Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request of Agent, the Borrower and the Guarantors shall deliver paper copies of the requested documents to Agent and the Lenders. The Borrower and the Guarantors authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent and the Lenders from any liability in connection therewith.

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§7.5 Notices.

(a) Defaults. The Borrower will promptly upon becoming aware of same notify the Agent in writing of the occurrence of any Default or Event of Default, which notice shall describe such occurrence with reasonable specificity and shall state that such notice is a “notice of default”. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any Guarantor or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Agent and each of the Lenders, describing the notice or action and the nature of the claimed default.

(b) Environmental Events. The Borrower will give notice to the Agent within five (5) Business Days of becoming aware of (i) any suspected or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law that could result in liability, clean up, remediation, correction or other costs in excess of $1,000,000.00; (ii) any violation of any Environmental Law that the Borrower, any Guarantor or any of their respective Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (iii) any proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in any case involves (A) any Unencumbered Asset Pool Properties or (B) any other Real Estate and could reasonably be expected to have a Material Adverse Effect.

(c) [Intentionally Omitted.]

(d) Notice of Litigation and Judgments. The Borrower will give notice to the Agent in writing within five (5) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, any Guarantor or any of their respective Subsidiaries or to which the Borrower, any Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that could reasonably be expected to either cause a Default or could have a Material Adverse Effect and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower, any Guarantor or any of their respective Subsidiaries in an amount in excess of $10,000,000.00.

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(e) Ground Lease Defaults and Notices.

(i) QIPM will promptly notify the Agent in writing of any material default by the Authority in the performance or observance of any of the terms, covenants and conditions on the part of the Authority, as the case may be, to be performed or observed under the Metro Ground Lease. QIPM will promptly deliver to the Agent copies of all material notices, certificates, requests, demands and other instruments received or given by Authority or QIPM under the Metro Ground Lease.

(ii) The Borrower or the applicable Subsidiary Guarantor will promptly notify the Agent in writing of any material default by the applicable Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of such Fee Owner or Sublessor, as the case may be, to be performed or observed under such Ground Lease. The Borrower or the applicable Subsidiary Guarantor will promptly deliver to the Agent copies of all material notices, certificates, requests, demands and other instruments received or given by the applicable Fee Owner, Sublessor or the Borrower or the applicable Subsidiary Guarantor under such Ground Lease.

(f) ERISA. The Borrower will give notice to the Agent within ten (10) Business Days after the Borrower or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event; (ii) gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives any notice from the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan.

(g) Notification of Lenders. Within five (5) Business Days after receiving any notice under this §7.5, the Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice.

(h) Service Guarantees. The Borrower will give notice to the Agent within two (2) Business Days after (i) any failure by the Borrower or any Subsidiary Guarantor to provide electrical power or internet service to a tenant or licensee under any Lease of any Unencumbered Asset Pool Property, (ii) any claim by tenants or licensees of any Unencumbered Asset Pool Property that they are entitled, individually or in the aggregate, to free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent in excess of $200,000.00 per occurrence or in excess of $800,000.00 in any twelve (12) month period, or (iii) any failure to provide electrical power or internet service that gives rise to a termination right under any Lease of any Unencumbered Asset Pool Property.

§7.6 Existence; Maintenance of Properties.

(a) The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, preserve and keep in full force and effect their legal existence in the jurisdiction of its incorporation or formation, except when (i) the Borrower or the Guarantors determine that such Subsidiaries are no longer necessary for the conduct of their business, (ii) such Subsidiaries are not the Borrower or a Guarantor hereunder and (iii) no Material

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Adverse Effect results therefrom. The Borrower and Guarantors will preserve and keep in full force all of their rights and franchises and those of their Subsidiaries, the preservation of which is necessary to the conduct of their business. The Borrower shall continue to own directly or indirectly one hundred percent (100%) of the Initial Subsidiary Guarantors and the Additional Subsidiary Guarantors. From and after the time that REIT elects to be treated as a real estate investment trust under the Code (which date shall be no later than the end of the calendar year in which the IPO Event occurs), the Borrower shall cause REIT to at all times comply with all requirements and applicable laws and regulations necessary to maintain REIT Status and continue to receive REIT Status. From and after the IPO Event, the Borrower shall cause the common stock of REIT to at all times be listed for trading and be traded on the New York Stock Exchange or another national exchange approved by Agent, unless otherwise consented to by the Agent.

(b) The Borrower and each Guarantor (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, in all cases in which the failure so to do would cause a Material Adverse Effect. Without limitation of the obligations of the Borrower under this Agreement with respect to the maintenance of the Unencumbered Asset Pool Properties, the Borrower shall promptly and diligently comply in all material respects with the recommendations of the Environmental Engineer concerning the maintenance, operation or upkeep of Unencumbered Asset Pool Properties contained in the building inspection and environmental reports delivered to the Agent or otherwise obtained by Borrower with respect to an Unencumbered Asset Pool Property.

§7.7 Insurance. The Borrower will, at its expense, procure and maintain, from a financially sound and reputable carrier, insurance covering the Borrower and its Subsidiaries and the Real Estate in such amounts and against such risks and casualties as is customarily maintained by similar businesses.

§7.8 Taxes. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges imposed upon them or upon the Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom, provided that any such tax, assessment, charge or levy or charge need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection thereof with respect to such property, neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture or loss by reason of such proceeding and the Borrower, such Guarantor or any such Subsidiary shall have set aside on its books adequate reserves in accordance with GAAP; and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, the Borrower, such Guarantor or any such Subsidiary either (i) will provide a bond issued by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment, charge or levy.

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§7.9 Inspection of Properties and Books. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent, at the Borrower’s expense, and the Lenders and upon reasonable prior notice, to visit and inspect any of the properties of the Borrower, the Guarantors’ or any of their respective Subsidiaries (subject to the rights of tenants or licensees under their Leases), to examine the books of account of the Borrower, the Guarantors and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Guarantors and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections by the Agent more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of the Borrower, the Guarantors and their respective Subsidiaries.

§7.10 Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except: (A) with respect to the Borrower and Guarantors, where a failure to so comply with any of clauses (ii), (iii) and (iv) could not reasonably be expected to have a Material Adverse Effect, (B) with respect to Guarantors, where a failure to so comply with either clause (i) or (v) could not reasonably be expected to have a Material Adverse Effect, and (C) with respect to the Borrower, where a failure so to comply with either clause (i) or (v) would not result in material non-compliance with such laws, regulations, licenses or permits. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower and Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower or Guarantors shall determine that any investors in the Borrower or Guarantors are in violation of such act.

§7.11 Further Assurances. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, cooperate with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents.

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§7.12 [Intentionally Omitted.]

§7.13 Leases of the Property.

(a) Neither the Borrower nor any Subsidiary Guarantor will lease or license all or any portion of an Unencumbered Asset Pool Property without in each case the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed, provided, however, that without the prior written consent of Agent, the Borrower or a Subsidiary Guarantor may enter into a new Lease, provided that such Lease satisfies the following requirements: (i) the Borrower or a Subsidiary Guarantor is the sole lessor or licensor under such agreement and any agreements relating thereto; (ii) such Lease is unconditionally assignable by the Borrower or a Subsidiary Guarantor (including by collateral assignment), (iii) with respect to any new “retail” Lease, such Lease is subordinate to the lien of any first priority security interest holder (upon the terms and conditions set forth in the standard form of occupancy agreement or pursuant to subordination conditions contained in the applicable Lease or a separate subordination agreement reasonably acceptable to Agent), (iv) with respect to any new “retail” Lease, is executed on the standard form of Master Space Agreement and Addendum to Master Space Agreement Additional Terms and Conditions for Colocation and Internet Access attached hereto and made a part hereof as Exhibit D on market terms, with only such changes thereto that are consistent with sound leasing and management practices for similar properties (it being acknowledged by the Borrowers that the provisions of subparts (a)(i), (ii) and (iii) above in this §7.13 or the provisions of sections 10.5, 10.19 and 10.20 of the form of Master Space Agreement and Addendum may not be changed without Agent’s prior written consent; and (v) with respect to any new “wholesale” Lease, such Lease is entered into upon market terms with customary lender protections, including an agreement of the tenant to subordinate and attorn to any first priority security interest holder. In connection with any such Lease requiring the approval of Agent, the Borrower will give notice to the Agent of any such proposed new Lease of any Unencumbered Asset Pool Property and shall provide to the Agent a copy of such proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant or licensee and any guarantor of the proposed Lease and such other information that the Agent may reasonably request.

(b) The Borrower shall not, and the Borrower shall not permit any other Affiliate of the Borrower to, amend, supplement, modify, grant any concessions to or waive performance of any obligations of any tenant or licensee under any Lease in a manner that is material to the Borrower and its Subsidiaries taken as a whole without the prior written consent of Agent, including, without limitation, any modification, amendment, supplement or waiver that (i) materially affects the financial rights or obligations of a material tenant or licensee, (ii) shortens the term of any material Lease pertaining to an Unencumbered Asset Pool Property, (iii) materially increases the landlord’s or licensor’s obligations under a material Lease, (iv) materially decreases the tenant’s or licensee’s obligations under a material Lease, (v) grants any concession or abatement of rent or other monetary obligation greater than five percent (5%) of Monthly Recurring Charges individually or in the aggregate for such Unencumbered Asset Pool Property, (vi) modifies the assignability provisions of the Lease in a manner inconsistent with §7.13(a) above, (vii) amends or waives a provision otherwise required to be in a pre-approved form of such Lease as set forth in §7.13(a) above, or

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(viii) otherwise amends, supplements, modifies or waives any provision of a material Lease in any manner that is materially adverse to the Lenders. The Borrower shall not, and the Borrower shall not permit any other Affiliates of the Borrower, to consent to the assigning or subletting of any Lease pertaining to an Unencumbered Asset Pool Property without the prior written consent of Agent, provided that the Borrower may consent to an assignment a Lease without the prior written consent of Agent with respect to any tenant or licensee whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Unencumbered Asset Pool Property, contributes less than five percent (5%) of Monthly Recurring Charges for such Unencumbered Asset Pool Property.

(c) The Borrower shall not, and the Borrower shall not permit any other Affiliate of the Borrower to, terminate, cancel or accept a surrender of any Lease pertaining to an Unencumbered Asset Pool Property (other than the natural expiration of a Lease in accordance with its terms) without the prior written consent of Agent, provided that the Borrower may cancel, terminate or accept a surrender of such Lease without the prior written consent of Agent (i) with respect to any tenant or licensee which is in default of the payment obligations under a Lease and whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Unencumbered Asset Pool Property, contributes less than five percent (5%) of Monthly Recurring Charges for such Unencumbered Asset Pool Property, and (ii) with respect to any tenant or licensee which is not in default of any payment obligations under its Lease and whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Unencumbered Asset Pool Property, contributes less than two percent (2%) of the Monthly Recurring Charges for such Unencumbered Asset Pool Property.

§7.14 Business Operations. The Borrower, the Guarantors and their respective Subsidiaries shall operate their respective businesses in substantially the same manner and in substantially the same fields and lines of business as such business is now conducted and in compliance with the terms and conditions of this Agreement and the Loan Documents. the Borrower and Guarantors will not, and will not permit any Subsidiary to, directly or indirectly, engage in any line of business other than the ownership, operation and development of Data Center Properties or businesses incidental thereto.

§7.15 [Intentionally Omitted.]

§7.16 Ownership of Real Estate. Without the prior written consent of Agent, all Real Estate and all interests (whether direct or indirect) of Parent Company in any real estate assets now owned or leased or acquired or leased after the date hereof shall be owned or leased directly by a Wholly Owned Subsidiary of the Borrower; provided, however that (a) the Borrower shall be permitted to own or lease interests in Real Estate through non-Wholly Owned Subsidiaries and Unconsolidated Affiliates as permitted by §8.3 and (b) the Borrower and REIT shall be permitted to own or lease its corporate headquarters.

§7.17 Distributions of Income to Parent Company. Parent Company shall cause all of its Subsidiaries that are not Subsidiary Guarantors (subject to the terms of any loan documents under which such Subsidiary is the borrower) to promptly distribute to Parent Company (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent),

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whether in the form of dividends, distributions or otherwise, its share of all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, capital improvements and leasing commissions for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis and capital improvements and tenant/licensee improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices.

§7.18 Unencumbered Asset Pool Properties.

(a) Subject to clause (b) of this §7.18, the Eligible Real Estate included in the calculation of the Unencumbered Asset Pool Availability and as Unencumbered Asset Pool Properties shall at all times satisfy all of the following conditions:

(i) (A) the Eligible Real Estate shall meet the requirements set forth in the definition of “Eligible Real Estate” in §1.1, shall be free and clear of all Liens other than the Liens permitted in §8.2(i)(A), §8.2(i)(B)(II), §8.2(iv) (A) and §8.2(v), and (B) except as may be set forth in any documentation evidencing permitted Unsecured Debt, the Eligible Real Estate shall not have applicable to it any restriction on the sale, pledge, transfer, mortgage or assignment of such property (including any restrictions contained in any applicable organizational documents) other than any restriction on sale, transfer or assignment arising (1) under any agreement (x) to reimburse, indemnify and hold harmless Chad Williams and his Related Parties from any income tax liability (and any income taxes on such payments) resulting from any sale of Real Estate by the REIT, the Borrower or any of their Subsidiaries, so long as Chad Williams’ and his Related Parties’ right to receive such payments are subordinated on terms reasonably acceptable to the Agent to the prior payment in full of the Obligations in the event that the Obligations have been accelerated pursuant to §12.1, or (y) granting Chad Williams a veto right over any sale by the REIT, the Borrower or any of their Subsidiaries of Real Estate that he contributed to the Borrower in exchange for Equity Interests in the Borrower but only if such agreement excludes such right of veto if the Obligations have been accelerated pursuant to §12.1, or (2) under any other tax protection agreement approved in writing by Agent;

(ii) none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such property;

(iii) if such Real Estate is owned by a Subsidiary Guarantor, the only asset of such Subsidiary shall be the Eligible Real Estate included in the calculation of the Unencumbered Asset Pool Availability and inclusion as Unencumbered Asset Pool Properties and related fixtures and personal property;

(iv) no Person other than the Borrower and its direct and indirect equity holders and Wholly Owned Subsidiaries has any direct or indirect ownership of any legal, equitable or beneficial interest in such Subsidiary Guarantor if such Unencumbered Asset Pool Property is owned or leased under a Ground Lease by a Subsidiary Guarantor, and no direct or indirect ownership or other interests or rights in any such Subsidiary Guarantor shall be subject to any Lien other than the Liens permitted in §8.2(i)(A), §8.2(i)(B)(II) and §8.2(v);

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(v) the Borrower shall have delivered to the Agent (A) a written request to include such Eligible Real Estate in the calculation of the Unencumbered Asset Pool Availability, (B) a physical description of such Eligible Real Estate, (C) a current Rent Roll and current and historical operating statements (as required on Schedule 1.2) for such Eligible Real Estate, (D) a 12-month cash flow projection, including any near term capital expenditures for such Eligible Real Estate, in form an substance reasonably satisfactory to the Agent, (E) a certification as to the matters covered under §7.18(a)(i)-(v), and (F) such other information as the Agent may reasonably require with respect to such Eligible Real Estate, including, but not limited to, any information required by the Agent to determine the Unencumbered Asset Pool Availability attributable to such Eligible Real Estate and compliance with this §7.18; and

(vi) such Eligible Real Estate has not been removed from the calculation of the Unencumbered Asset Pool Availability pursuant to §5.4, 7.18(c) or §7.18(d).

The Agent shall have ten (10) days from the date of the receipt of such documentation required herein to include Eligible Real Estate in the calculation of the Unencumbered Asset Pool Availability and other information to advise Borrower whether it consents to the acceptance of such Eligible Real Estate as an Unencumbered Asset Pool Property.

(b) Notwithstanding the foregoing, in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.18(a), such Real Estate shall be included in the calculation of the Unencumbered Asset Pool Availability so long as (x) the Agent shall have received the prior written consent of each of the Required Lenders to the inclusion of such Real Estate in the calculation of the Unencumbered Asset Pool Availability and (y) at no time after it is included does such Real Estate fail to satisfy any requirements of the definition of Eligible Real Estate or of §7.18(a) in addition to those it failed to satisfy at the time such consent of the Required Lenders was provided for such inclusion.

(c) In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Unencumbered Asset Pool Availability shall be materially damaged or taken by condemnation, then such property shall no longer be included in the calculation of the Unencumbered Asset Pool Availability unless and until (i) any damage to such real estate is repaired or restored, such real estate becomes operational and the Agent shall receive evidence reasonably satisfactory to the Agent of the value of such real estate following such repair or restoration (both at such time and prospectively) or (ii) Agent shall receive evidence reasonably satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation.

(d) Upon any asset ceasing to qualify to be included in the calculation of the Unencumbered Asset Pool Availability, such asset shall no longer be included in the calculation of the Unencumbered Asset Pool Availability. Within five (5) Business Days after the Borrower or any officer of Parent or its Subsidiaries becomes aware of any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default

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arises as a result of such disqualification, and a calculation of the Unencumbered Asset Pool Availability attributable to such asset. Notwithstanding any failure by Borrower to notify Agent of such disqualification, the disqualified asset shall be removed from the calculation of Unencumbered Asset Pool Availability. Simultaneously with the delivery of the items required pursuant above, the Borrower shall deliver to the Agent a pro forma Compliance Certificate and Borrowing Base Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §9.1.

(e) The Agent shall promptly notify the Lenders of the addition or removal of any Real Estate from the calculation of the Unencumbered Asset Pool Availability.

§7.19 Plan Assets. The Borrower will do, or cause to be done, all things necessary to ensure that none of the Unencumbered Asset Pool Properties will be deemed to be Plan Assets at any time.

§7.20 [Intentionally Omitted.]

§7.21 [Intentionally Omitted.]

§7.22 Power Generators. Borrowers shall pay any fines with respect to its generator use permit in a timely manner and shall not allow any such permits to terminate due to non-payment of fines or other defaults.

§7.23 Material Agreements and Management Agreements. Borrower and each Guarantor shall, and shall cause any Subsidiary to, (a) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under each Material Agreement and Management Agreement to which it is a party, and do all things necessary to preserve and to keep unimpaired its rights thereunder, (b) promptly notify Agent in writing of the giving of any notice of any default by any party under any Material Agreement or Management Agreement of which it is aware and (c) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement and Management Agreement to which it is a party in a commercially reasonable manner. Neither Borrower nor any Guarantor shall without Agent’s prior written consent: (a) enter into, surrender or terminate any Material Agreement or Management Agreement to which it is a party (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (b) increase or consent to the increase of the amount of any charges under any Material Agreement or Management Agreement to which it is a party, except as provided therein or on an arms’-length basis and commercially reasonable terms; (c) transfer, assign or encumber any Material Agreement or Management Agreement except to Agent pursuant to the Loan Documents; or (d) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement or Management Agreement to which it is a party in any material respect, except on an arm’s-length basis and commercially reasonable terms. After the Closing Date, all Material Agreements and Management Agreements relating to an Unencumbered Asset Pool Property shall be entered into solely by the Borrower or applicable Subsidiary Guarantor unless otherwise approved in writing by Agent.

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§7.24 [Intentionally Omitted.]

§7.25 [Intentionally Omitted.]

§7.26 Creation of REIT. As a condition to the occurrence of the IPO Event, the Borrower and Guarantors agree, as follows:

(a) Schedule 7.26 hereto sets forth the organizational structure of REIT and the Borrower immediately following the IPO Event. Agent and Lenders consent to such structure, with such changes as the Borrower deems necessary, provided that simultaneously with the occurrence of the IPO Event (i) the Borrower shall become an “operating partnership” which will own not less than 100% of the direct or indirect interests in the Subsidiary Guarantors, (ii) the structure of the transaction shall be such that the financial results of the Borrower and its Subsidiaries would be Consolidated with the accounts of REIT, and (iii) REIT, or an entity in which REIT owns 100% of the direct interests in, shall be the sole general partner of the Borrower, or with such other changes that the Agent shall approve, such approval not to be unreasonably withheld, conditioned or delayed;

(b) all of the formation and contribution agreements related to the IPO Event shall be in form and substance reasonably acceptable to Agent;

(c) The Borrower and Guarantors shall cause REIT, or any other entity in which REIT owns 100% of the direct interests in and which serves as the general partner of Borrower, to execute such documents as Agent may reasonably require to cause such Person to become a “Guarantor” under this Agreement and the other Loan Documents; and

(d) the Borrower, Guarantors (including REIT) and the Agent shall enter into such amendments to the Loan Documents or other agreements as the Agent may reasonably require to reflect a structure different from that set forth on Schedule 7.26 hereto.

§8. NEGATIVE COVENANTS.

The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit (other than Letters of Credit the expirations of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect to which the Borrower has satisfied the requirements of such section or §2.12, as applicable) is outstanding or any Lender has any obligation to make any Loans or issue Letters of Credit:

§8.1 Restrictions on Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:

(a) Indebtedness to the Lenders arising under any of the Loan Documents;

(b) Indebtedness to the Lender Hedge Providers in respect of any Hedge Obligations;

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(c) current liabilities of the Borrower, the Guarantors or their respective Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;

(d) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and (ii) claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8 or §8.20, as applicable;

(e) [Intentionally Omitted];

(f) endorsements for collection, deposit or negotiation incurred in the ordinary course of business;

(g) subject to the provisions of §9, Secured Debt, provided that (A) the aggregate amount of Secured Debt shall not exceed forty percent (40%) of Gross Asset Value; and (B) in addition to the limitation set forth in the immediately preceding clause (A), the aggregate amount of Secured Debt that is Recourse Indebtedness (excluding the Obligations and the Hedge Obligations to the extent ever secured hereunder) shall not exceed fifteen percent (15%) of Gross Asset Value; and provided further that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) in excess of $50,000,000 unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrower and Guarantors will be in compliance with their covenants referred to therein after giving effect to the incurrence of such Indebtedness;

(h) the Indebtedness of the Borrower with respect to the QTLP Subordinate Debt, which is subordinated to the repayment of the Obligations and the Hedge Obligations pursuant to QTLP Subordination and Standstill Agreement;

(i) [Intentionally Omitted];

(j) the Equipment Loan; and

(k) subject to the provisions of §9, Unsecured Debt of the Borrower, REIT (following the occurrence of the IPO Event) or Subsidiaries of the Borrower that are not Initial Subsidiary Guarantors or Additional Subsidiary Guarantors (or any direct or indirect owners of such Subsidiaries), provided that (i) the Initial Subsidiary Guarantors and the Additional Subsidiary Guarantors may incur Unsecured Debt only if it has the Unencumbered Asset Pool Properties as a borrowing base, and (ii) none of such Persons shall incur any of the Indebtedness described in this §8.1(k) in excess of $50,000,000 unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrower and Guarantors will be in compliance with its covenants referred to therein after giving effect to the incurrence of such Indebtedness.

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Notwithstanding anything in this Agreement to the contrary, (i) neither the Initial Subsidiary Guarantors, the Additional Subsidiary Guarantors nor any other Subsidiaries of the Borrower directly or indirectly owning an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor shall create, incur, assume, guarantee or be or remain liable contingently or otherwise, with respect to any Unsecured Debt other than Indebtedness described in §§8.1(a), (b), (c), (d), (f) and (k), (ii) none of the Indebtedness described in §8.1(g) above shall have any of the Unencumbered Asset Pool Properties or any interest therein or equipment related thereto or any direct or indirect ownership interest in an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Parent Company (other than an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) to incur Non-Recourse Indebtedness subject to the terms of this §8.1 or recourse to the general credit of the Parent Company), and (iii) neither the Initial Subsidiary Guarantors, Additional Subsidiary Guarantors nor any other Subsidiary of the Borrower directly or indirectly owning an interest therein shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §§8.1(a)-(f), (j) (as to QIPM only) and (k) above.

§8.2 Restrictions on Liens, Etc. The Borrower and the Guarantors will not, and will not permit their Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, charge or other security interest of any kind upon any of their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against any of them that if unpaid could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, as part of a financing transaction; or (f) incur or maintain any obligation to any holder of Indebtedness of any of such Persons (other than any permitted Unsecured Debt) which prohibits the creation or maintenance of any lien on any Unencumbered Asset Pool Properties securing the Obligations or the Hedge Obligations (collectively, “Liens”); provided that notwithstanding anything to the contrary contained herein, the Borrower, the Guarantors and any such Subsidiary may create or incur or suffer to be created or incurred or to exist:

(i) (A) Liens on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or claims for labor, material or supplies incurred in the ordinary course of business in respect of obligations not then delinquent or not otherwise

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required to be paid or discharged under the terms of this Agreement or any of the other Loan Documents and (B) Liens in respect of judgments (I) on assets other than the Unencumbered Asset Pool Properties and any direct or indirect interest of Parent Company or any Subsidiary of Parent Company in any Initial Subsidiary Guarantor or any Additional Subsidiary Guarantor only to the extent and for the period and for an amount not constituting an Event of Default, or (II) on an Unencumbered Asset Pool Property but only to the extent such Lien is fully released and discharged from such Unencumbered Asset Pool Property prior to the first to occur of the date that is sixty (60) days after such Lien attaches to such Unencumbered Asset Pool Property or the commencement of any action to enforce such judgment against such Unencumbered Asset Pool Property;

(ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations;

(iii) Liens consisting of (A) Liens on Real Estate or assets relating thereto (including the rents, issues and profits therefrom), other than any Unencumbered Asset Pool Properties or any interest therein (including the rents, issues and profits therefrom) or assets related thereto, securing Indebtedness which is permitted by §8.1(g) or (B) pledges of security interests in the ownership interests of any Subsidiary of Parent Company which is not the Borrower or a Subsidiary Guarantor or the direct or indirect owner of an interest in a Subsidiary Guarantor securing Indebtedness which is permitted by §8.1(g);

(iv) encumbrances on Real Estate consisting of (A) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any such Subsidiary is a party, and (B) purchase money security interests and other liens or encumbrances, which in each case do not individually or in the aggregate have a Material Adverse Effect;

(v) Liens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations;

(vi) [Intentionally Omitted];

(vii) Liens in favor of the Equipment Lender under the Equipment Loan Documents to secure the obligations thereunder; and

(viii) Liens by Parent Company or its Subsidiaries (other than an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)), on Cash or Cash Equivalents.

Notwithstanding anything in this Agreement to the contrary, (x) no Subsidiary of Parent Company that owns a direct or indirect interest in an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries) shall create or incur or suffer to be created or incurred or to exist any Lien other than Liens contemplated in §§8.2(i), (ii), (v), (vi) and (vii) (as to QIPM only) and (y) neither the Borrower nor REIT (following the occurrence of the IPO Event) shall create or suffer to be created or incurred or to exist any Lien other than Liens contemplated in §8.2(i), (ii), (iii)(A) (as to the headquarters building of REIT or the Borrower only), (iii)(B), (iv), (v) or (viii).

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§8.3 Restrictions on Investments. Neither the Borrower nor the Guarantors will, nor will they permit any of their respective Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

(a) Cash Equivalents;

(b) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower, such Guarantor or such Subsidiary;

(c) [Intentionally Omitted];

(d) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; provided, however, that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $200,000;

(e) repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (c) with banks described in the foregoing subsection (d) or with financial institutions or other corporations having total assets in excess of $500,000,000;

(f) shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (b) through (e) and have total assets in excess of $50,000,000;

(g) the acquisition of fee interests or long-term ground lease interests by Parent Company or its Subsidiaries in (i) Real Estate which is utilized for income-producing Data Center Properties located in the continental United States or the District of Columbia and businesses and investments incidental thereto, and (ii) subject to the restrictions set forth in this §8.3, the acquisition of Land Assets to be developed for the foregoing purposes and Development Properties to be used for the purposes set forth in §8.3(g)(i);

(h) Investments by the Borrower and its Subsidiaries in (i) Wholly Owned Subsidiaries of the Borrower, or (ii) entities that upon completion of a transaction will be a Wholly Owned Subsidiary of the Borrower;

(i) Investments in Development Properties, provided that the aggregate Investment therein shall not exceed twenty-five percent (25%) of Gross Asset Value;

(j) Investments in Land Assets, provided that the aggregate Investment therein shall not exceed five percent (5%) of Gross Asset Value;

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(k) Investments by the Borrower in non-Wholly Owned Subsidiaries and Unconsolidated Affiliates, provided that the aggregate Investment therein shall not exceed ten percent (10%) of Gross Asset Value;

(l) Investments (i) in equipment which will be incorporated into the development of Data Center Properties or the corporate headquarters of Parent Company and its Subsidiaries, (ii) with utility companies to bring critical power to Data Center Properties, and (iii) with fiber optic companies to bring fiber optics to Data Center Properties;

(m) Investments in the Bonds or any security instruments securing the Bonds;

(n) Investments by the Borrower and REIT (after the occurrence of the IPO Event) in Real Estate to be used by the Borrower and REIT (after the occurrence of the IPO Event) as their corporate headquarters; and

(o) After the occurrence of the IPO Event, Investments by Parent Company in the Borrower.

Notwithstanding the foregoing, (x) in no event shall the aggregate value of the holdings of Parent Company and its Subsidiaries in the Investments described in §8.3(i)-(k) exceed thirty-five percent (35%) of Gross Asset Value at any time and (y) in no event shall the Borrower, the Guarantors or any of their respective Subsidiaries have any Investments in mortgages or notes receivable, except with respect to the Investments permitted in §8.3(m).

For the purposes of this §8.3, the Investment of Parent Company or its Subsidiaries in any non-Wholly Owned Subsidiaries and Unconsolidated Affiliates will equal (without duplication) the sum of such Person’s pro rata share of any Investments valued at the GAAP book value.

§8.4 Merger, Consolidation. The Borrower and Guarantors will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower (other than a Subsidiary Guarantor) that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the Borrower (other than a Subsidiary which is an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)), so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of

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negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

§8.5 Sale and Leaseback. Except for Tax Driven Lease Transactions, the Borrower and the Guarantors will not, and will not permit their respective Subsidiaries, to enter into any arrangement, directly or indirectly, whereby the Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter the Borrower or any such Subsidiary shall lease back such Real Estate without the prior written consent of Agent, such consent not to be unreasonably withheld.

§8.6 Compliance with Environmental Laws. Neither the Borrower nor the Guarantors will, nor will any of them permit any of its respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating large-scale data centers and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to material liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in material compliance with all Environmental Laws), except, with respect to any Real Estate other than Unencumbered Asset Pool Properties where any such use, generation, conduct or other activity has not had and could not reasonably be expected to have a Material Adverse Effect.

The Borrower shall:

(i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm that no Hazardous Substances are or ever were Released or disposed of on any Unencumbered Asset Pool Properties in violation of the applicable Environmental Law as so changed; and

(ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Unencumbered Asset Pool Property (including without limitation any such Release or disposal occurring prior to the

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acquisition or leasing of such Unencumbered Asset Pool Property by the Borrower), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Unencumbered Asset Pool Property in full compliance with all applicable Environmental Laws; provided, that the Borrower shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Agent and no action shall have been commenced by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein.

At any time after an Event of Default shall have occurred and is continuing hereunder the Agent may at its election (and will at the request of the Required Lenders) obtain such environmental assessments of any or all of the Unencumbered Asset Pool Properties prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to any such Unencumbered Asset Pool Property and (ii) whether the use and operation of any such Unencumbered Asset Pool Property complies with all Environmental Laws to the extent required by the Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Unencumbered Asset Pool Property, or that any of the Unencumbered Asset Pool Properties is not in compliance with Environmental Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Unencumbered Asset Pool Property prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Unencumbered Asset Pool Property at levels that would require remediation under applicable Environmental Law and (ii) whether the use and operation of such Unencumbered Asset Pool Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Unencumbered Asset Pool Property including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Unencumbered Asset Pool Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.

§8.7 Distributions.

(a) Neither the Borrower nor, after the IPO Event, REIT, shall pay any Distribution to its respective partners, members or other owners, if such Distribution is in excess of the amount which when added to the amount of all other Distributions paid in the same calendar quarter and the preceding three (3) calendar quarters, plus any amounts paid by the Borrower pertaining to the QTLP Subordinate Debt (subject to the last sentence of this §8.7(a)), would exceed the sum of ninety-five percent (95%) of such Person’s Funds from

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Operations for such period plus any interest expense relating to the QTLP Subordinate Note deducted in calculating Funds from Operations for such period; provided that the limitations contained in this §8.7(a) shall not preclude (1) prior to the IPO Event, the Borrower from making Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of General Atlantic, as evidenced by a certification of the principal financial or accounting officer of the Borrower containing calculations in detail reasonably satisfactory in form and substance to the Agent, and (2) after the occurrence of the IPO Event, Parent Company and the Borrower from making Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of REIT following the date that REIT elects to be a real estate investment trust under the Code, as evidenced by a certification of the principal financial or accounting officer of Parent Company containing calculations in detail reasonably satisfactory in form and substance to the Agent. Notwithstanding the foregoing, any amounts paid by the Borrower pertaining to the QTLP Subordinate Debt from proceeds of any Equity Offering shall not be included in any calculation to determine Borrower’s compliance with the limitation on Distributions contained in this §8.7(a) so long as (i) no Default or Event of Default then exists, (ii) such proceeds are actually applied to the QTLP Subordinate Debt within two (2) Business Days of the Equity Offering, and (iii) the amount of funds applied to the QTLP Subordinate Debt from such Equity Offering do not exceed Thirty Million and No/100 Dollars ($30,000,000.00).

(b) In the event that an Event of Default shall have occurred and be continuing, (i) the Borrower shall make no Distributions, and (ii) the Borrower and REIT shall make no Distributions to its respective partners, members or other owners, other than (1) prior to the IPO Event, Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of General Atlantic, as evidenced by a certification of the principal financial or accounting officer of the Borrower containing calculations in detail reasonably satisfactory in form and substance to the Agent, and (2) after the IPO Event, if REIT exists and has elected REIT Status, Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the principal financial or accounting officer of Parent Company containing calculations in detail reasonably satisfactory in form and substance to the Agent.

(c) Notwithstanding the foregoing, at any time when an Event of Default under §12.1(a), (b), (h), (i) or (j) shall have occurred or the maturity of the Obligations has been accelerated, the Borrower and REIT shall not make any Distributions whatsoever, directly or indirectly.

(d) The foregoing provisions in this §8.7 shall not limit the ability of REIT or the Borrower (i) to retain, acquire, relinquish or sell stock awarded to its employees pursuant to equity compensation programs in the ordinary course of business in order to pay applicable withholding tax obligations of such employee or (ii) to issue, to obtain the surrender of, or relinquish Equity Interests upon the exercise of stock options, warrants or other rights to acquire Equity Interests.

(e) Notwithstanding anything to the contrary contained in this Agreement or in the QTLP Subordination and Standstill Agreement, the Borrower may (I) convert any or

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all of the principal of the QTLP Subordinate Note to additional equity interests in the Borrower issued to Chad L. Williams or Quality Group, and (II) following the conversion of at least $10,000,000 of principal of the QTLP Subordinate Note pursuant to §8.7(e)(I), prepay in full any remaining balance of the QTLP Subordinate Note so long as no Default or Event of Default exists at the time of, or will be caused by, such prepayment. Any such prepayments made by the Borrower as result of (I) or (II) above shall not be in any calculation to determine the Borrower’s compliance with the limitation on Distributions contained in §8.7(a).

§8.8 Asset Sales. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, sell, transfer or otherwise dispose of any material asset other than pursuant to a bona fide arm’s length transaction. Neither the Borrower, any Guarantor nor any Subsidiary thereof shall sell, transfer or otherwise dispose of any Real Estate in one transaction or a series of transactions during any four (4) consecutive fiscal quarters in excess of an amount equal to twenty-five percent (25%) of Gross Asset Value, except as the result of a condemnation or casualty and except for the granting of Permitted Liens, as applicable, without the prior written consent of Agent and the Required Lenders. For the purpose of calculating the twenty-five percent (25%) threshold in the preceding sentence, in the event of any sale, transfer or other disposition of any Real Estate by Parent Company or any Subsidiary to any Person which is a non-Wholly Owned Subsidiary, only the portion of the Real Estate in which the Borrower or the transferring Subsidiary does not retain an interest shall be counted toward such threshold. A transfer from Parent Company or any Subsidiary to a Wholly Owned Subsidiary of the Borrower or among Wholly Owned Subsidiaries of the Borrower shall not count against the twenty five percent (25%) limit.

§8.9 Cross-Collateralization. Neither the Borrower nor any Guarantor shall Cross-Collateralize, or agree to Cross-Collateralize, Indebtedness.

§8.10 Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contracts, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

§8.11 Zoning and Contract Changes and Compliance. The Borrower shall not initiate or consent to any zoning reclassification of any of the Unencumbered Asset Pool Properties or seek any variance under any existing zoning ordinance or use or permit the use of any Unencumbered Asset Pool Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation without the prior written consent of Agent. The Borrower shall not initiate any

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change in any laws, requirements of governmental authorities or obligations created by private contracts (other than the Leases, which are governed by §7.13) which now or hereafter may materially adversely affect the ownership, occupancy, use or operation of any Unencumbered Asset Pool Property.

§8.12 Derivatives Contracts. Neither the Borrower, the Guarantors nor any of their Subsidiaries shall contract, create, incur, assume or suffer to exist any Derivatives Contracts except for Hedge Obligations and interest rate swap, collar, cap or similar agreements providing interest rate protection and currency swaps and currency options (including any Hedge Obligations) made in the ordinary course of business and permitted pursuant to §8.1.

§8.13 Transactions with Affiliates. Neither the Borrower nor the Guarantors shall, and none of them shall permit any Subsidiary of the Borrower or any Guarantor to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Wholly Owned Subsidiary of the Borrower), except (a) transactions pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are substantially no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate and (b) the agreements described in §7.18(a)(i)(B)(1) which have been approved by Agent.

§8.14 Equity Pledges.

(a) Except as may be permitted in the definition of “Change of Control” in §1.1, prior to the IPO Event, the Borrower will not create or incur or suffer to be created or incurred any Lien on any of its direct or indirect legal, equitable or beneficial interest in the Subsidiary Guarantors, including, without limitation, any Distributions or rights to Distributions on account thereof.

(b) Notwithstanding anything in this Agreement to the contrary, neither Parent Company nor any of its Subsidiaries, will create or incur or suffer to be created or incurred any Lien on any of its direct or indirect legal, equitable or beneficial interest in the Borrower or any Subsidiary Guarantor, including, without limitation, any Distributions or rights to Distributions on account thereof.

§8.15 Management Fees. The Borrower and Subsidiary Guarantors shall not pay, and shall not permit to be paid, any management fees or other payments under any Management Agreement for any Unencumbered Asset Pool Property to any manager or service provider that is an Affiliate of the Borrower in the event that a Default or Event of Default shall have occurred and be continuing.

§8.16 Equipment Loan Documents. The Borrower agrees to deliver, or cause to be delivered, within one (1) Business Day to the Agent copies of any default notices, and, promptly after receipt thereof, copies of any other material notices, certificates, requests, demands or other instruments (including without limitation any notice of default, acceleration or the exercise or threat of exercise of any remedies under the Equipment Loan Documents) furnished or delivered to or by the Borrower or QIPM under or in any way relating to the Equipment Loan

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Documents. The Borrower shall not permit the modification, amendment, termination, extension, or any consent or waiver under the Equipment Loan Documents in any respect without the prior written approval of the Required Lenders, other than those certain modifications, amendments, terminations, extensions, consents or matters which do not require Agent’s or any Lender’s consent under the Equipment Intercreditor Agreement.

§8.17 Leasing Activities.

(a) Neither the Borrower, Guarantors nor any Affiliate of the Borrower or Guarantors shall prompt, direct, cause or otherwise encourage any tenant or licensee at the Metro Property to relocate to space or acquire other rights at or in connection with the Suwanee Property without the prior written consent of Agent; provided it shall not be a violation or breach of this §8.17(a) in the event (i) a tenant or licensee shall in good faith initiate discussions with respect to relocating to space or acquiring other rights at or in connection with the Suwanee Property or (ii) if a tenant or licensee has not initiated such discussions, (A) following such relocation the Unencumbered Asset Pool Debt Yield is equal to or greater than twenty percent (20%) and (B) QIPM in good faith believes that such relocation is strategically for the benefit of the tenant or licensee.

(b) Neither the Borrower, Guarantors nor any Affiliate of the Borrower or Guarantors shall prompt, direct, cause or otherwise encourage any tenant or licensee at the Suwanee Property to relocate to space or acquire other rights at or in connection with the Metro Property without the prior written consent of Agent; provided it shall not be a violation or breach of this §8.17(b) in the event (i) a tenant or licensee shall in good faith initiate discussions with respect to relocating to space or acquiring other rights at or in connection with the Metro Property or (ii) if a tenant or licensee has not initiated such discussions, (A) following such relocation the Unencumbered Asset Pool Debt Yield is equal to or greater than twenty percent (20%) and (B) QIPS in good faith believes that such relocation is strategically for the benefit of the tenant or licensee.

§8.18 Tax Driven Lease Transactions. Until any real property asset of the Borrower or a Subsidiary Guarantor that is subject to a Tax Driven Lease Transaction has been repurchased by the Borrower or such Subsidiary Guarantor as provided in the applicable Tax Driven Lease Transaction Documents, neither the Borrower nor any Subsidiary Guarantor shall, without the prior written consent of the Agent, modify or amend any Tax Driven Lease Transaction Documents, or any other agreement related thereto, in any manner that would (i) cause a change in the accounting treatment of such Tax Driven Lease Transaction under GAAP, (ii) adversely affect in any material respect the ability of the Borrower or a Subsidiary Guarantor to repurchase any property of the Borrower or a Subsidiary Guarantor that is subject to a Tax Driven Lease Transaction for nominal consideration or (iii) otherwise cause such transaction to not meet the terms of the definition of Tax Driven Lease Transactions.

§8.19 Subordinate Debt. The Borrower shall be permitted to pay amounts with respect to the “Subordinate Debt” (as defined in each of the Subordination and Standstill Agreements) only at such times and to the extent that no Default or Event of Default exists or would arise as a result thereof. Without the prior written consent of the Required Lenders, which consent may be withheld by the Required Lenders in their sole and absolute discretion, the Borrower shall

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not (i) modify or amend the Subordinate Debt, except modifications or amendments to the Equipment Loan Documents, (ii) prepay, amortize, purchase, retire, redeem or otherwise acquire the Subordinate Debt, except as expressly permitted in the Subordination and Standstill Agreements or in §8.7(e), or (iii) make any payments on the Subordinate Debt except as permitted in this §8.19 or in §8.7(e).

§8.20 Other Unsecured Debt Restrictions. The Borrower and REIT shall not, and shall not permit any of their respective Subsidiaries to, secure any other Unsecured Debt with a lien on the Unencumbered Asset Pool Properties unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Unsecured Debt pursuant to documentation reasonably acceptable to the Agent in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Borrower, REIT and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Agent. For the sake of clarity, Borrower acknowledges and agrees that in no event shall the granting of any such liens contemplated by the preceding sentence be construed to limit any of the requirements of this Agreement for Eligible Real Estate, including, without limitation, those set forth in the definition of “Eligible Real Estate” and §7.18.

§9. FINANCIAL COVENANTS.

The Borrower covenants and agrees that, so long as any Loan, Note or Letter of Credit (other than Letters of Credit the expirations of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect to which the Borrower has satisfied the requirements of such section or §2.12, as applicable) is outstanding or any Lender has any obligation to make any Loans or issue Letters of Credit:

§9.1 Unencumbered Asset Pool Availability. The Borrower shall not permit at any time the outstanding principal balance of the Loans and the Letter of Credit Liabilities to exceed the Unencumbered Asset Pool Availability.

§9.2 [Intentionally Omitted.]

§9.3 Adjusted Consolidated EBITDA to Consolidated Fixed Charges. Parent Company will not permit at any time the ratio of (a) Adjusted Consolidated EBITDA to (b) Consolidated Fixed Charges for the prior two (2) most recently ended calendar quarters annualized to be less than 1.75 to 1.00.

§9.4 Consolidated Total Indebtedness to Gross Asset Value. Parent Company will not at any time permit the ratio of Consolidated Total Indebtedness to Parent Company’s Gross Asset Value (expressed as a percentage) to exceed fifty-five percent (55%).

§9.5 Minimum Consolidated Tangible Net Worth. Parent Company will not at any time permit Parent Company’s Consolidated Tangible Net Worth to be less than the sum of (a) eighty-five percent (85%) of the Net Offering Proceeds of an Equity Offering (excluding any proceeds from equity infusions used to redeem existing shareholders of the Borrower at the IPO Event), plus (b) $408,000,000.00, plus (c) eighty-five percent (85%) of the value of interests in the Borrower issued upon the contribution of assets to the Borrower or its Subsidiaries (with such value determined at the time of contribution).

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§9.6 Maximum Unhedged Variable Rate Debt. Parent Company shall not at any time permit the Unhedged Variable Rate Debt of Parent Company and its Subsidiaries to exceed thirty percent (30%) of Gross Asset Value.

§10. CLOSING CONDITIONS.

The obligation of the Lenders to make the Loans or issue Letters of Credit shall be subject to the satisfaction, or waiver, of the following conditions precedent:

§10.1 Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and shall be in full force and effect. The Agent shall have received a fully executed counterpart of each such document.

§10.2 Certified Copies of Organizational Documents. The Agent shall have received from the Borrower and each Guarantor a certificate of no change or a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Unencumbered Asset Pool Properties are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of the Borrower or such Guarantor, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

§10.3 Resolutions. All action on the part of the Borrower and each Guarantor, as applicable, necessary for the valid execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.

§10.4 Incumbency Certificate; Authorized Signers. The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower and each Guarantor a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower or Guarantors, as the case may be, and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests, and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.

§10.5 Opinion of Counsel. The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as of the Closing Date from counsel to the Borrower and the Guarantors in form and substance reasonably satisfactory to the Agent.

§10.6 Payment of Fees. The Borrower and the Guarantors shall have paid to the Agent the fees payable pursuant to §4.2.

§10.7 [Intentionally Omitted.]

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§10.8 Performance; No Default. The Borrower and Guarantors shall have performed and complied in all material respects with the terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default.

§10.9 Representations and Warranties. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, except to the extent such representation and warranty is as of a specific date in which case such representation and warranty shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date.

§10.10 Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions, assurances, consents, approvals or documents as the Agent and the Agent’s counsel may reasonably require.

§10.11 Eligible Real Estate Qualification Documents. The Eligible Real Estate Qualification Documents for each of the Initial Unencumbered Asset Pool Properties shall have been delivered to the Agent at the Borrower’s expense and shall be in form and substance reasonably satisfactory to the Agent.

§10.12 Compliance Certificate. The Agent shall have received a Compliance Certificate dated as of the date of the Closing Date demonstrating compliance with each of the covenants calculated therein as of the most recent calendar quarter for which Parent Company has provided financial statements under §6.4 adjusted in the best good faith estimate of Parent Company as of the Closing Date.

§10.13 [Intentionally Omitted.]

§10.14 Consents. The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner, member or other consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained.

§10.15 Contribution Agreement. The Agent shall have received an executed counterpart of the Contribution Agreement.

§10.16 Equipment Intercreditor Agreement. The Agent shall have received an executed counterpart of the Equipment Intercreditor Agreement.

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§10.17 QTLP Subordination and Standstill Agreement. The Agent shall have received an executed counterpart of the QTLP Subordination and Standstill Agreement.

§10.18 [Intentionally Omitted.]

§10.19 Bond Subordination and Standstill Agreement. The Agent shall have received an executed counterpart of the Bond Subordination and Standstill Agreement.

§10.20 [Intentionally Omitted.]

§10.21 Other. The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent’s Special Counsel may reasonably have requested.

§11. CONDITIONS TO ALL BORROWINGS.

The obligations of the Lenders to make any Loan or issue Letters of Credit, whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

§11.1 Prior Conditions Satisfied. All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to issued.

§11.2 Representations True; No Default. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which they were made and shall also be true in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of the time of the making of such Loan or issuance of such Letters of Credit, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing.

§11.3 Borrowing Documents. The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information (including, without limitation, a Compliance Certificate) as required by §2.7 or a fully completed Letter of Credit Request required by §2.10 in the form of Exhibit H hereto fully completed, as applicable.

§12. EVENTS OF DEFAULT; ACCELERATION; ETC.

§12.1 Events of Default and Acceleration. If any of the following events (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur:

(a) the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

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(b) the Borrower shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the Letters of Credit, or any fees or other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

(c) the Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue for five (5) Business Days after written notice thereof shall have been given to the Borrower by the Agent;

(d) any of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §8.20, §9.3, §9.4, §9.5 or §9.6;

(e) any of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subclauses of this §12 or in the other Loan Documents);

(f) any representation or warranty made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated;

(g) any of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Recourse Indebtedness totaling in excess of $15,000,000.00 or Non-Recourse Indebtedness in excess of $60,000,000.00;

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(h) any of the Borrower, the Guarantors or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing;

(i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantors or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof;

(j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrower, the Guarantors or any of their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted;

(k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive, one or more uninsured or unbonded final judgments, orders, awards, writs execution or attachments against the Borrower, Guarantors or any of their respective Subsidiaries that, either individually or in the aggregate, exceed $10,000,000.00;

(l) any of the Loan Documents, the Contribution Agreement, the Equipment Intercreditor Agreement or the Subordination and Standstill Agreements shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents, the Contribution Agreement, the Equipment Intercreditor Agreement or the Subordination and Standstill Agreements shall be commenced by or on behalf of the Borrower or any of the Guarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to the effect that any one or more of the Loan Documents, the Contribution Agreement, the Equipment Intercreditor Agreement or the Subordination and Standstill Agreements is illegal, invalid or unenforceable in accordance with the terms thereof;

(m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other Loan Documents;

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(n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of any of the Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $10,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan;

(o) the Borrower, any Guarantor or any of their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of the Borrower, the Guarantors or any of their respective Subsidiaries which in the good faith judgment of the Required Lenders could have a Material Adverse Effect, or (ii) the Unencumbered Asset Pool Properties;

(p) any Change of Control shall occur;

(q) an Event of Default under any of the other Loan Documents shall occur;

(r) notwithstanding anything herein to the contrary (including without limitation §12.1(g)), the Borrower and the Guarantors hereby expressly agree that any “Event of Default” (as defined in the Equipment Loan Documents) (which shall be deemed to include maturity of the debt evidenced and secured by the Equipment Loan Documents or any other occurrence which would give the Equipment Lender the right to exercise remedies under the Equipment Loan Documents) shall constitute and be deemed to be an Event of Default under this Agreement for which no right to cure shall be available. Without limiting the foregoing, an “Event of Default” under the Equipment Loan Documents shall conclusively be deemed to have occurred upon the declaration, statement or notice from the Equipment Lender’s as to the existence or occurrence of an “Event of Default” under any of the Equipment Loan Documents;

(s) Any default, material misrepresentation or breach of warranty in the QTLP Subordination and Standstill Agreement by Borrower or the subordinate lender that is the holder of QTLP Subordinate Note;

(t) [Intentionally Omitted.]

(u) Any default, material misrepresentation or breach of warranty in the Bond Subordination and Standstill Agreement by the Authority or the subordinate lender that is the holder of the Bond;

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then, and in any such event, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. Upon demand by Agent or the Majority Revolving Credit Lenders in their absolute and sole discretion after the occurrence of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if demanded by Agent in its absolute and sole discretion after the occurrence of an Event of Default, the Borrower will Cash Collateralize the Letter of Credit Liabilities (in an amount equal to the amount of all undrawn Letters of Credit). Such amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations in accordance with §2.12. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower.

§12.2 Certain Cure Periods; Limitation of Cure Periods.

(a) Notwithstanding anything contained in §12.1 to the contrary, (i) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(b) in the event that the Borrower cures such Default within five (5) Business Days after the date such payment is due, provided, however, that Borrower shall not be entitled to receive more than two (2) grace periods in the aggregate pursuant to this clause (i) in any period of 365 days ending on the date of any such occurrence of Default, and provided further that no such cure period shall apply to any payments due upon the maturity of the Notes, and (ii) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(e) in the event that the Borrower cures such Default within thirty (30) days following receipt of written notice of such default, provided that the provisions of this clause (ii) shall not pertain to any default consisting of a failure to comply with §7.4(c), §7.14, §7.19, §7.22, §7.26, §8.1, §8.2, §8.3, §8.4, §8.5, §8.7, §8.8, §8.9, §8.10, §8.14 or to any Default excluded from any provision of cure of defaults contained in any other of the Loan Documents.

(b) In the event that there shall occur any Default that affects only certain Unencumbered Asset Pool Properties or the owner(s) thereof, then the Borrower may elect to cure such Default (so long as no other Default or Event of Default would arise as a result) by electing to have Agent remove such Unencumbered Asset Pool Property from the calculation

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of the Unencumbered Asset Pool Availability and by reducing the outstanding Loans by the amount of the Unencumbered Asset Pool Availability attributable to such Unencumbered Asset Pool Property, in which event such removal and reduction shall be completed within five (5) days after receipt of notice of such Default from the Agent or the Required Lenders.

(c) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, any reference in this Agreement or any other Loan Document to “the continuance of a default” or “the continuance of an Event of Default” or any similar phrase shall not create or be deemed to create any right of the Borrower, any Guarantor or any other party to cure any default following the expiration of any applicable grace or notice and cure period.

§12.3 Termination of Commitments. If any one or more Events of Default specified in §12.1(h), §12.1(i) or §12.1(j) shall occur, then immediately and without any action on the part of the Agent or any Lender any unused portion of the credit hereunder shall terminate and the Lenders shall be relieved of all obligations to make Loans or issue Letters of Credit to the Borrower. If any other Event of Default shall have occurred, the Agent may, and upon the election of the Majority Revolving Credit Lenders shall, by notice to the Borrower terminate the obligation to make Revolving Credit Loans and issue Letters of Credit to the Borrower. No termination under this §12.3 shall relieve the Borrower or the Guarantors of their obligations to the Lenders arising under this Agreement or the other Loan Documents.

§12.4 Remedies. In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent on behalf of the Lenders may, and upon the direction of the Required Lenders shall, proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by applicable law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the obtaining of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement of the payment thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. Notwithstanding the provisions of this Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only the Agent may exercise any remedies arising by reason of a Default or Event of Default. If the Borrower or any Guarantor fails to perform any agreement or covenant contained in this Agreement, any of the other Loan Documents, the Equipment Loan Documents, any Ground Lease, any Lease or other contract relating to an Unencumbered Asset Pool Property beyond any applicable period for notice and cure, Agent may itself perform, or cause to be performed, any agreement or covenant of such Person contained in this Agreement, any of the other Loan Documents, any Ground Lease, any Lease or other contract relating to an Unencumbered Asset Pool Property which such Person shall fail to perform, or Lenders may purchase the Equipment Loan and the Equipment Loan Documents, and the out-of-pocket costs of such performance or purchase of the Equipment Loan and Equipment Loan Documents, together with any reasonable out-of-pocket expenses, including

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reasonable attorneys’ fees actually incurred (including attorneys’ fees incurred in any appeal) by Agent in connection therewith, shall be payable by the Borrower and/or Guarantors upon demand and shall constitute a part of the Obligations and shall if not paid within five (5) days after demand bear interest at the rate for overdue amounts as set forth in this Agreement. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower and the Guarantors shall pay all costs of collection including, but not limited to, reasonable attorney’s fees.

§12.5 Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any assets of the Borrower or Guarantors, such monies shall be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;

(b) Second, to all other Obligations and the Hedge Obligations (including any interest, expenses or other obligations of either the Obligations or the Hedge Obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.3; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.14, (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, fees and expenses (but excluding the Swing Loans) and the Hedge Obligations shall be made among the Lenders and the Lender Hedge Providers pro rata and as between Revolving Credit Loans and Term Loans shall be made pro rata and (v) payment of principal on the Obligations and the Hedge Obligations shall be made on a pari passu basis; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and

(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

§13. SETOFF.

Regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any securities or other property of the

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Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and Guarantors) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations or the Hedge Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

§14. THE AGENT.

§14.1 Authorization. The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent (including entering into the Equipment Intercreditor Agreement, the Subordination and Standstill Agreements and modifications to the Loan Documents to account for the structure of Parent Company and its Subsidiaries after the occurrence of the IPO Event), together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create an agency or fiduciary relationship. Agent shall act as the contractual representative of the Lenders hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed that Agent shall not have any fiduciary duties or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan Documents. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the Lenders pursuant to this Agreement and the other Loan Documents.

§14.2 Employees and Agents. The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of

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counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable out-of-pocket fees and expenses of any such Persons shall be paid by the Borrower.

§14.3 No Liability. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be, shall be liable for losses due to its willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods or (b) any action taken or not taken by Agent with the consent or at the request of the Required Lenders or all Lenders, as applicable hereunder. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent has received notice from a Lender or the Borrower referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default”.

§14.4 No Representations. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein, or any agreement, instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any of the other Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, the Guarantors or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Lenders, with respect to the creditworthiness or financial condition of the Borrower, the Guarantors or any of their respective Subsidiaries, or the value of any collateral or any other assets of the Borrower, the Guarantors or any of their respective Subsidiaries. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents. Agent’s Special Counsel has only represented Agent and KeyBank in connection with the Loan Documents and the only attorney client relationship or duty of care is between Agent’s Special Counsel and Agent or KeyBank. Each Lender has been independently represented by separate counsel on all matters regarding the Loan Documents.

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§14.5 Payments.

(a) A payment by the Borrower or the Guarantors to the Agent hereunder or under any of the other Loan Documents for the account of any Lender shall constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one Business Day after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such Lender’s pro rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents. In the event that the Agent fails to distribute such amounts within one Business Day as provided above, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, each payment by the Borrower hereunder shall be applied in accordance with §2.14(d).

(b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

§14.6 Holders of Notes. Subject to the terms of §18, the Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee.

§14.7 Indemnity. The Lenders severally and ratably in accordance with their respective Commitment Percentages agree hereby to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the Borrower and the Guarantors as required by §15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents, the Equipment Intercreditor Agreement and the Subordination and Standstill Agreements or the transactions contemplated or evidenced hereby or thereby, or the Agent’s actions taken hereunder or thereunder to the extent not reimbursed by the Borrower and the Guarantors, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods. The agreements in this §14.7 shall survive the payment of all amounts payable under the Loan Documents.

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§14.8 Agent as Lender. In its individual capacity, KeyBank shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also the Agent.

§14.9 Resignation. The Agent may resign at any time by giving ten (10) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been appointed and shall have accepted such appointment within ten (10) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent, and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan Lender. After any retiring Agent’s resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent and, if applicable, Issuing Lender and Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements reasonably satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

§14.10 Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Required Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other rights or remedies as it may have; provided, however, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem to be in the best

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interests of the Lenders. Without limiting the generality of the foregoing, if Agent reasonably determines payment is in the best interest of all the Lenders, Agent may without the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other expenses which may be necessary to be incurred in an aggregate amount not to exceed $2,500,000.00, and Agent shall promptly thereafter notify the Lenders of such action. Each Lender shall, within thirty (30) days of request therefor, pay to the Agent its Commitment Percentage of the reasonable costs incurred by the Agent in taking any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by the Borrower or out of any collateral within such period. The Required Lenders may direct the Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the UCC as enacted in any applicable jurisdiction.

§14.11 Bankruptcy. In the event a bankruptcy or other insolvency proceeding is commenced by or against the Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Required Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Lenders requesting that Agent file such proof of claim.

§14.12 [Intentionally Omitted.]

§14.13 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the Borrower and/or the Guarantors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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§14.14 Approvals.

(a) If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Lenders, the Majority Revolving Credit Lenders or the Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or disapproval (collectively “Directions”) in respect of any action requested or proposed in writing pursuant to the terms hereof. To the extent that any Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that would be acceptable to such Lender. If the Agent submits to the Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof:

“THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.”

If the Agent submits to such Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action.

(b) In the event that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request.

If the Agent submits to the Lenders a Subsequent Approval Request and any Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof:

“THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.”

If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Approval Request, and the Lender fails to approve or disapprove such Subsequent Approval Request within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action.

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(c) Each request by Agent for a Direction shall include Agent’s recommended course of action or determination. Notices given by Agent pursuant to this §14.14 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.14 to the contrary, any matter requiring all Lender’s approval or consent shall not be deemed given by any Lender’s failure to respond to any approval or consent request within any applicable reply period.

§14.15 Borrower Not Beneficiary. Except for the provisions of §14.9 relating to the appointment of a successor Agent and §14.14, the provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower, and except for the provisions of §14.9 and §14.14, may be modified or waived without the approval or consent of the Borrower.

§14.16 Equipment Intercreditor Agreement. The Borrower, Guarantors and the Lenders acknowledge that Agent has entered into the Equipment Intercreditor Agreement. The Borrower and Guarantors acknowledge that the existence of the Equipment Intercreditor Agreement and the performance by Agent and the Lenders of their obligations under the Equipment Intercreditor Agreement shall not affect, impair or release the obligations of the Borrower or Guarantors under the Loan Documents. The Equipment Intercreditor Agreement is solely for the benefit of Agent and the Lenders and not for the benefit of the Borrower or Guarantors, and the Borrower and Guarantors shall have no rights thereunder or any right to insist on the performance thereof. Agent is authorized by Lenders to perform its obligations under the Equipment Intercreditor Agreement, and each Lender agrees to be bound thereby. Any Lender may be an Equipment Lender, and the fact that any Lender is also an Equipment Lender shall not expand or diminish the rights and obligations of such Lender hereunder.

§14.17 Subordination and Standstill Agreements. The Borrower, Guarantors and the Lenders acknowledge that Agent has entered into the Subordination and Standstill Agreements. The Borrower and Guarantors acknowledge that the existence of the Subordination and Standstill Agreements and the performance by Agent and the Lenders of their obligations under the Subordination and Standstill Agreements shall not affect, impair or release the obligations of the Borrower or Guarantors under the Loan Documents. The Subordination and Standstill Agreements are solely for the benefit of Agent and the Lenders and not for the benefit of the Borrower or Guarantors, and the Borrower and Guarantors shall have no rights thereunder or any right to insist on the performance thereof. Agent is authorized by Lenders to perform its obligations under the Subordination and Standstill Agreements, and each Lender agrees to be bound thereby

§14.18 Reliance on Hedge Provider. For purposes of applying payments received in accordance with §12.5, the Agent shall be entitled to rely upon the trustee, paying agent or other similar representative (each, a “Representative”) or, in the absence of such a Representative, upon the holder of the Hedge Obligations for a determination (which each holder of the Hedge Obligations agrees (or shall agree) to provide upon request of the Agent) of the outstanding

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Hedge Obligations owed to the holder thereof. Unless it has actual knowledge (including by way of written notice from such holder) to the contrary, the Agent, in acting hereunder, shall be entitled to assume that no Hedge Obligations are outstanding.

§15. EXPENSES.

The Borrower and the Guarantors jointly and severally agree to pay (a) the reasonable out-of-pocket costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) subject to §4.9, §4.10 and §4.15, any imposed taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Lenders (other than taxes based upon the Agent’s or any Lender’s gross or net income (subject to §4.4(b)), except that the Agent and the Lenders shall be entitled to indemnification for any and all amounts paid by them in respect of taxes payable on or with respect to the transactions contemplated by this Agreement, including any such taxes payable by the Agent or any of the Lenders after the Closing Date (the Borrower and the Guarantors hereby agreeing to indemnify the Agent and each Lender with respect thereto), (c) all engineer’s fees, environmental reviews and the reasonable fees, expenses and disbursements of the counsel to the Agent and any local counsel to the Agent incurred in connection with the preparation, administration, or interpretation of the Loan Documents and other instruments mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the out-of-pocket fees, costs, expenses and disbursements of Agent incurred in connection with the syndication and/or participation of the Loans, (e) all other reasonable out of pocket fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents and other instruments mentioned herein, the making of each advance hereunder, the issuance of Letters of Credit, and the syndication of the Commitments pursuant to §18 (without duplication of those items addressed in subparagraph (d), above), (f) all out-of-pocket expenses (including attorneys’ fees and costs, and the fees and costs of appraisers, engineers, investment bankers or other experts retained by any Lender or the Agent) incurred by any Lender or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower and the Guarantors or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any of the Lenders’ relationship with the Borrower or the Guarantors, (g) all reasonable out of pocket fees, expenses and disbursements of the Agent incurred in connection with UCC searches, title rundowns or title searches, (h) all reasonable out-of-pocket fees, expenses and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by KeyBank in connection with the execution and delivery of this Agreement and the other Loan Documents (without duplication of any of the items listed above), and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans. The covenants of this §15 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder. Whenever used herein or in the other Loan Documents, the terms “attorneys’ fees” or “legal fees” shall mean reasonable attorneys’ fees in the amount actually incurred at the attorneys’ normal hourly rates, rather than a percentage of principal and interest as provided for in O.C.G.A. §13-1-11(a)(2).

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§16. INDEMNIFICATION.

The Borrower and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Agent, the Lenders and the Arranger and each partner, director, officer, employee, agent and Affiliate thereof and Person who controls the Agent or any Lender or the Arranger against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Unencumbered Asset Pool Properties or the Loans, (b) any condition of the Unencumbered Asset Pool Properties or any other Real Estate, (c) any actual or proposed use by the Borrower of the proceeds of any of the Loans or Letters of Credit, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of the Borrower, the Guarantors or any of their respective Subsidiaries, (e) the Borrower and the Guarantors entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Unencumbered Asset Pool Properties or any other Real Estate, (g) with respect to the Borrower, the Guarantors and their respective Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal injury, nuisance or damage to property), and (h) any use of Intralinks, SyndTrak or any other system for the dissemination and sharing of documents and information, in each case including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided, however, that the Borrower and the Guarantors shall not be obligated under this §16 to indemnify any Person for liabilities arising from such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods. In litigation, or the preparation therefor, the Lenders and the Agent shall be entitled to select a single law firm as their own counsel and, in addition to the foregoing indemnity, the Borrower and the Guarantors agree to pay promptly the reasonable out-of-pocket fees and expenses of such counsel. If, and to the extent that the obligations of the Borrower and the Guarantors under this §16 are unenforceable for any reason, the Borrower and the Guarantors hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this §16 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder.

§17. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan

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Documents remains outstanding or any Letters of Credit (other than Letters of Credit the expirations of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect to which the Borrower has satisfied the requirements of such section or §2.12, as applicable) remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

§18. ASSIGNMENT AND PARTICIPATION.

§18.1 Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more banks or other entities (which shall expressly exclude any natural persons) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it); provided that (a) the Agent, the Issuing Lender (with respect to assignments of Revolving Credit Commitments only) and, so long as no Default or Event of Default exists hereunder, the Borrower shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Lender, to a lender or an Affiliate of a Lender which controls, is controlled by or is under common control with the assigning Lender or to a wholly-owned Subsidiary of such Lender), provided that the Borrower shall have been deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received noticed thereof; (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit K annexed hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, the Borrower or any Guarantor or be to a Defaulting Lender or an Affiliate of a Defaulting Lender, (e) such assignee of a portion of the Revolving Credit Loans shall have a net worth as of the date of such assignment of not less than $100,000,000.00 (unless otherwise approved by Agent and, so long as no Default or Event of Default exists hereunder, the Borrower), (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, the Borrower, and (g) such assignee shall be subject to the terms of any intercreditor agreement among the Lenders and the Agent. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the

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assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower and the Guarantors, and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

§18.2 Register. The Agent shall maintain on behalf of the Borrower a copy of each assignment delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment Percentages of and principal amount of the Loans owing to the Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration fee in the sum of $5,000.00.

§18.3 New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from Agent, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning

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Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled and returned to the Borrower.

§18.4 Participations. Each Lender may sell participations to one or more Lenders or other entities in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, rights granted to the Lenders under §4.8, §4.9 and §4.10, (c) such participation shall not entitle the participant to the right to approve waivers, amendments or modifications, (d) such participant shall have no direct rights against the Borrower or the Guarantors, (e) such sale is effected in accordance with all applicable laws, and (f) such participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by any of the Borrower or any of the Guarantors and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender; provided, however, such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender (other than pursuant to an extension of the Revolving Credit Maturity Date pursuant to §2.15), (iii) reduce the amount of any such payment of principal; (iv) reduce the rate at which interest is payable thereon, or reduce the amount or rate of any fee payable to an affected Lender hereunder (excluding any fee payable to any arranger or the Agent in its capacity as administrative agent hereunder), or (v) release the Borrower or any Guarantor (except as otherwise permitted under §5.5). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of creditor or its other obligations under any Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

§18.5 Pledge by Lender. Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341

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or to such other Person as the Agent may approve to secure obligations of such Lender. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Loan Documents.

§18.6 No Assignment by the Borrower or the Guarantors. Neither the Borrower nor the Guarantors shall assign or transfer any of their rights or obligations under this Agreement or the other Loan Documents without the prior written consent of each of the Lenders.

§18.7 Disclosure. The Borrower and the Guarantors each agree to promptly cooperate with any Lender in connection with any proposed assignment or participation of all or any portion of its Commitment. The Borrower and the Guarantors each agree that in addition to disclosures made in accordance with standard banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder other than a Disclosed Competitor in accordance with the provisions of the following sentence. Each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all non-public information obtained from the Borrower or Guarantors, and shall use reasonable efforts in accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to its participants (provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates, partners, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures required or requested by any other governmental authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify the Borrower of any request by any governmental authority or representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such government authority) for disclosure of any such non-public information prior to disclosure of such information, (f) disclosures with the prior written consent of the Borrower, and (g) disclosures made in connection with any enforcement by Agent or the Lenders of the Loan Documents. In addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of this §18.7). Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to the Borrower or the Guarantors, or is disclosed with the prior approval of the Borrower or Guarantors. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce the Loan Documents.

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§18.8 Amendments to Loan Documents. Upon any such assignment or participation, the Borrower and the Guarantors shall, upon the request of the Agent, enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment or participation.

§18.9 Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires the prior approval of all Lenders or all affected Lenders and which request is approved by the Required Lenders but is not approved by all Lenders or all affected Lenders (any such non-consenting Lender shall hereafter be referred to as the “Non-Consenting Lender”), then, within thirty (30) Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting Lender, the Borrower shall have the right as to such Non-Consenting Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Lender within thirty (30) Business Days of receipt of such notice, to elect to cause the Non-Consenting Lender to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the Lenders do not elect to acquire all of the Non-Consenting Lender’s Commitment, then the Agent shall endeavor to find a new Lender or Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Lender, the Non-Consenting Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase except that its indemnification rights hereunder shall survive, and the Non-Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit K and such Non-Consenting Lender’s original Note. The purchase price for the Non-Consenting Lender’s Commitment shall equal any and all amounts outstanding and owed by Borrower to the Non-Consenting Lender, including principal and all accrued and unpaid interest or fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Lender’s Commitment (provided that the Borrower may pay to such Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender)

§18.10 Titled Agents. The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Lender.

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§19. NOTICES.

Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this §19 referred to as “Notice”), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telecopy or telefax, and addressed as follows:

If to the Agent or KeyBank:

KeyBank National Association

4910 Tiedeman Road, 3^rd Floor

Brooklyn, Ohio 44144

Attn: Real Estate Capital Services

With a copy to:

KeyBank National Association

127 Public Square

Cleveland, Ohio 44114-1306

Attn: Mr. Timothy Sylvain

Telecopy No.: (216) 689-5819

and

McKenna Long & Aldridge LLP

Suite 5300

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Attn: William F. Timmons, Esq.

Telecopy No.: (404) 527-4198

If to the Borrower:

QualityTech, LP

12851 Foster Street, Suite 205

Overland Park, Kansas 66213

Attn: CEO/President

Telecopy No.: (913) 814-7766

With a copy to:

Quality Companies, LLC

12851 Foster Street, Suite 205

Overland Park, Kansas 66213

Attn: Corporate Counsel

Telecopy No.: (913) 814-7766

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Stinson Morrison Hecker LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attn: Patrick J. Respeliers

Telecopy No.: (816) 412-8174

to any other Lender which is a party hereto, at the address for such Lender set forth on its signature page hereto, and to any Lender which may hereafter become a party to this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by telecopy or telefax is permitted, upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days’ prior Notice thereof, the Borrower, Guarantors, a Lender or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

§20. RELATIONSHIP.

Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrower, the Guarantors or their respective Subsidiaries (collectively, solely for purposes of this paragraph, the “Loan Parties”) arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Lender and Agent, and the Borrower and the Guarantors is solely that of a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its

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own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

§21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.

THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA. THE BORROWER AND THE GUARANTORS AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF GEORGIA (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER AND THE GUARANTORS FURTHER ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVE ANY OBJECTION ANY OF THEM MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. THE BORROWER AND THE GUARANTORS FURTHER AGREE THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWER AND THE GUARANTORS BY MAIL AT THE ADDRESS SPECIFIED IN §19 HEREOF. IN ADDITION TO THE COURTS OF THE STATE OF GEORGIA OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY ASSETS OF BORROWER AND THE GUARANTORS EXIST AND THE BORROWER AND THE GUARANTORS CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR GUARANTORS BY MAIL AT THE ADDRESS SPECIFIED IN §19 HEREOF.

§22. HEADINGS.

The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

§23. COUNTERPARTS.

This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

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§24. ENTIRE AGREEMENT, ETC.

This Agreement and the Loan Documents is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded by this Agreement and the Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement and the Loan Documents. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §27.

§25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.

EACH OF THE BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER AND EACH GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER AND EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25. THE BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS §25 WITH LEGAL COUNSEL AND THAT THE BORROWER AND EACH GUARANTOR AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.

§26. DEALINGS WITH THE BORROWER AND THE GUARANTORS.

The Agent, the Lenders and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective Subsidiaries or any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder. The Lenders acknowledge that, pursuant to such activities, KeyBank or its Affiliates may receive information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.

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§27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: (a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a reduction of a fee or change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on any Loan, or any fee payable to the affected Lenders (excluding any fee payable to any arranger or the Agent in its capacity as administrative agent hereunder); (f) an extension of the Revolving Credit Maturity Date (except as provided in §2.15) or the Term Loan Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower, any Guarantor or the removal of any Unencumbered Asset Pool Properties except as otherwise provided in §5.4, §5.5, §7.18(c) or §7.18(d); (i) an amendment of the definition of Majority Revolving Credit Lenders, Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Majority Revolving Credit Lenders or the Required Lenders to require a lesser number of Lenders to approve such action. The provisions of §14 may not be amended without the written consent of the Agent. There shall be no amendment, modification or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, the Majority Revolving Credit Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender).

Any amendment of the Equipment Intercreditor Agreement or the Subordination and Standstill Agreements or waiver of the terms thereof shall require the written consent of the Required Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be

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prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall entitle the Borrower or the Guarantors to other or further notice or demand in similar or other circumstances.

§28. SEVERABILITY.

The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

§29. TIME OF THE ESSENCE.

Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this Agreement and the other Loan Documents.

§30. NO UNWRITTEN AGREEMENTS.

THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW.

§31. REPLACEMENT NOTES.

Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, the Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note.

§32. NO THIRD PARTIES BENEFITED.

This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the Guarantors, the Lenders, the Agent, the Lender Hedge Providers and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans and issue Letters of Credit, are imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the

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Agent and the Lenders will refuse to make Loans or issue Letters of Credit in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the Agent and the Lenders make no representations and assume no obligations as to third parties concerning the quality of the construction by the Borrower, the Guarantors or any of their Subsidiaries of any development or the absence therefrom of defects.

§33. PATRIOT ACT.

Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the Guarantors that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower and the Guarantors in accordance with the Patriot Act.

§34. [Intentionally Omitted.]

§35. JOINT AND SEVERAL LIABILITY.

Each of the Borrower and the Guarantors covenants and agrees that each and every covenant and obligation of the Borrower or any Guarantor hereunder and under the other Loan Documents shall be the joint and several obligations of the Borrower and each Guarantor.

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IN WITNESS WHEREOF, each of the undersigned have caused this Agreement to be executed by its duly authorized representatives as of the date first set forth above.

BORROWER:
QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
	By:	/s/ William H. Schafer
	Name:	William H. Schafer
	Title:	CFO
		(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

141

AGENT AND LENDERS:
KEYBANK NATIONAL ASSOCIATION, individually and as Agent
By:	/s/ Timothy A. Sylvain
Name:	Timothy A. Sylvain
Title:	Vice President
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

142

BANK OF AMERICA, N.A.
By:	/s/ Shaun F. Whitson
Name:	Shaun F. Whitson
Title:	Vice President
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

143

DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ James Rolison
Name:	James Rolison
Title:	Managing Director
By:	/s/ David Naranjo
Name:	David Naranjo
Title:	Vice President
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

144

REGIONS BANK
By:	/s/ Kerri L. Raines
Name:	Kerri L. Raines
Title:	Vice President
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

145

GOLDMAN SACHS BANK USA
By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

146

JEFFERIES GROUP LLC
By:	/s/ John Stacconi
Name:	John Stacconi
Title:	Global Treasurer
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

147

JPMORGAN CHASE BANK, N.A.
By:	/s/ Donald Shokrian
Name:	Donald Shokrian
Title:	Managing Director
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

148

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ Michael King
Name:	Michael King
Title:	Vice President
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

149

STIFEL BANK & TRUST
By:	/s/ John H. Phillips
Name:	John H. Phillips
Title:	Executive Vice President
(SEAL)

150

EXHIBIT A-1

FORM OF REVOLVING CREDIT NOTE

$                          , 20    

FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to                                           (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of May 1, 2013, as from time to time in effect, among the Borrower, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of                      ($            ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may designate from time to time.

This Note is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned

A-1 - Page 1

Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.

In case an Event of Default shall occur and be continuing, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement.

This Note shall be governed by the laws of the State of Georgia.

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

This Note and certain other Notes being executed contemporaneously herewith is delivered in amendment and restatement of the “Notes” as such term is defined in First Amended and Restated Credit Agreement.

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written.

QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
	By:
	Name:
	Title:
(SEAL)

A-1 - Page 2

EXHIBIT A-2

FORM OF SWING LOAN NOTE

$                         , 20    

FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of May 1, 2013, as from time to time in effect, among the Borrower, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of                      and No/100 ($            ), or, if less, such amount as may be advanced by the Payee under the Credit Agreement as a Swing Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may designate from time to time.

This Note is the Swing Loan Note evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and

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to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.

In case an Event of Default shall occur and be continuing, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement.

This Note shall be governed by the laws of the State of Georgia.

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written.

QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
	By:
	Name:
	Title:
(SEAL)

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EXHIBIT A-3

FORM OF TERM LOAN NOTE

$                         , 20    

FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to                                           (“Payee”), or order, in accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of May 1, 2013, as from time to time in effect, among the Borrower, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Term Loan Maturity Date, the principal sum of                      ($            ), or such amount as may be advanced by the Payee under the Credit Agreement as a Term Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may designate from time to time.

This Note is one of one or more Term Loan Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Term Loan Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned

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Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.

In case an Event of Default shall occur and be continuing, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement.

This Note shall be governed by the laws of the State of Georgia.

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written.

QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
	By:
	Name:
	Title:
(SEAL)

A-3 – Page 2

EXHIBIT B

[INTENTIONALLY OMITTED]

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EXHIBIT C

[INTENTIONALLY OMITTED]

C-1

EXHIBIT D

FORM OF LEASE

See attached.

D-1

EXHIBIT E-1

[INTENTIONALLY OMITTED]

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EXHIBIT E-2

FORM OF GUARANTOR JOINDER AGREEMENT

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of             , 20    , by                     , a                     (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.3 of the Second Amended and Restated Credit Agreement dated as of May 1, 2013, as from time to time in effect (the “Credit Agreement”), among the Borrower, KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

RECITALS

A. Joining Party is required, pursuant to §5.3 of the Credit Agreement, to become an additional Guarantor under the Guaranty and the Contribution Agreement.

B. Joining Party expects to realize direct and indirect benefits as a result of the availability to the Borrower of the credit facilities under the Credit Agreement.

NOW, THEREFORE, Joining Party agrees as follows:

AGREEMENT

1. Joinder. By this Joinder Agreement, Joining Party hereby becomes a “Guarantor” under the Guaranty and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a [“Guarantor”] under the Contribution Agreement. Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a Guarantor under the Guaranty, the other Loan Documents and the Contribution Agreement.

2. Representations and Warranties of Joining Party. Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as applied to Joining Party as a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Guarantors are true and correct with respect to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Guarantor.

3. Joint and Several. Joining Party hereby agrees that, as of the Effective Date, the Guaranty, the Contribution Agreement and the other Loan Documents heretofore delivered to the Agent and the Lenders shall be a joint and several obligation of Joining Party to the same extent

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as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a party to the Guaranty, the Contribution Agreement and the other Loan Documents to confirm such obligation.

4. Further Assurances. Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.

5. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

6. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

7. The effective date (the “Effective Date”) of this Joinder Agreement is             , 20    .

IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.

“JOINING PARTY”

                                                                                      , a

By:

Name:

Title:

[SEAL]

ACKNOWLEDGED:

KEYBANK NATIONAL ASSOCIATION, as Agent

By:

Its:

[Printed Name and Title]

[SEAL]

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EXHIBIT F

[INTENTIONALLY OMITTED]

F-1

EXHIBIT G

FORM OF REQUEST FOR REVOLVING CREDIT LOAN

KeyBank National Association, as Agent

4910 Tiedeman Road, 3^rd Floor

Brooklyn, Ohio 44144

Attn: Vernon Johnson

Ladies and Gentlemen:

Pursuant to the provisions of §2.7 of the Second Amended and Restated Credit Agreement dated as of May 1, 2013 (as the same may hereafter be amended, the “Credit Agreement”), among the Borrower, KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto, the undersigned hereby requests and certifies as follows:

1. Revolving Credit Loan. The undersigned [Borrower] on behalf of the Borrower hereby requests a [Revolving Credit Loan under §2.1][Swing Loan under §2.5] of the Credit Agreement:

Principal Amount: $            

Type (LIBOR Rate, Base Rate):

Drawdown Date:

Interest Period for Revolving Credit LIBOR Rate Loans:

by credit to the general account of the Borrower with the Agent at the Agent’s Head Office.

[If the requested Loan is a Swing Loan and the Borrower desires for such Loan to be a LIBOR Rate Loan following its conversion as provided in §2.5(d), specify the Interest Period following conversion:                    ]

2. Use of Proceeds. Such Loan shall be used for purposes permitted by §2.9 of the Credit Agreement.

3. No Default. The undersigned certifies that the Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a Borrowing Base Certificate setting forth a calculation of the Unencumbered Asset Pool Availability after giving effect to the Loan requested hereby. No condemnation proceedings are pending, or, to the undersigned’s knowledge, threatened against any Unencumbered Asset Pool Properties.

4. Representations True. The undersigned certifies, represents and agrees that each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the date on which it was made and, is true in all material

G-1

respects as of the date hereof and shall also be true at and as of the Drawdown Date for the Loan requested hereby, with the same effect as if made at and as of such Drawdown Date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date).

5. Other Conditions. The undersigned certifies, represents and agrees that all other conditions to the making of the Loan requested hereby set forth in the Credit Agreement have been satisfied.

6. Definitions. Terms defined in the Credit Agreement are used herein with the meanings so defined.

IN WITNESS WHEREOF, the undersigned has duly executed this request this      day of             , 20    .

QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
	By:
	Name:
	Title:

[To be signed by chief financial officer or chief accounting officer]

G-2

EXHIBIT H

FORM OF LETTER OF CREDIT REQUEST

[DATE]

KeyBank National Association, as Agent

1675 Broadway, Suite 400

Denver, Colorado 80202

Attn: Cheryl Van Klompenberg

Re: Letter of Credit Request under Second Amended and Restated Credit Agreement dated as of May 1, 2013, as amended

Ladies and Gentlemen:

Pursuant to §2.10 of the Second Amended and Restated Credit Agreement dated as of May 1, 2013, as amended, among you, certain other Lenders, the Borrower and the Guarantors (the “Credit Agreement”) and certain other parties thereto, we hereby request that you issue a Letter of Credit as follows:

(i) Name and address of beneficiary:

(ii) Face amount: $            

(iii) Proposed Issuance Date:

(iv) Proposed Expiration Date:

(v) Other terms and conditions to be included in the proposed form of Letter of Credit [Form Attached as Exhibit L to the Credit Agreement].

(vi) Purpose of Letter of Credit:

This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject to satisfaction of, the terms, conditions and provisions set forth in §2.10 of the Credit Agreement.

The undersigned chief financial officer or chief accounting officer of the Borrower certifies that the Borrower, Guarantors and their respective Subsidiaries are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of the Letter of Credit requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a Borrowing Base Certificate setting forth a calculation of the Unencumbered Asset Pool Availability after giving effect to the Letter of Credit requested hereby. No condemnation proceedings are pending or, to the undersigned’s knowledge, threatened against any Unencumbered Asset Pool Properties.

H-1

We also understand that if you grant this request this request obligates us to accept the requested Letter of Credit and pay the issuance fee and Letter of Credit fee as required by §2.10(e). All capitalized terms defined in the Credit Agreement and used herein without definition shall have the meanings set forth in §1.1 of the Credit Agreement.

The undersigned chief financial officer or chief accounting officer of the Borrower certifies, represents and agrees that each of the representations and warranties made by or on behalf of the Borrower, Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the date on which it was made, is true as of the date hereof and shall also be true at and as of the proposed issuance date of the Letter of Credit requested hereby, with the same effect as if made at and as of the proposed issuance date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date).

Very truly yours,
QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
	By:
	Name:
	Title:
(SEAL)

H-2

EXHIBIT I

FORM OF BORROWING BASE CERTIFICATE

BORROWING BASE WORKSHEET

A.	Total Commitment	$
	[See attached spreadsheet listing values]
B.	Unencumbered Asset Capitalized Value: The maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Consolidated Total Unsecured Debt plus the outstanding principal balance of the Equipment Loan to be greater than fifty-five percent (55%) of the Unencumbered Asset Pool Capitalized Value	$
C.	Unencumbered Asset Pool Debt Service Coverage Ratio Test: The maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Unencumbered Asset Pool Debt Service Ratio to be less than 1.75 to 1.00	$
	[See Attached Spreadsheet]
D.	Unencumbered Asset Pool Debt Yield: The maximum principal amount of Loans and Letter of Credit Liabilities, which when added to all Unsecured Debt other than the Loans and Letter of Credit Liabilities, would not cause the Unencumbered Asset Pool Debt Yield to be less than fifteen percent (15%)	$
E.	Unencumbered Asset Pool Availability: Lesser of A, B, C or D	$

I-1

EXHIBIT J

FORM OF COMPLIANCE CERTIFICATE

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44114-1306

Attn: Tim Sylvain

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Credit Agreement dated as of May 1, 2013 (as the same may hereafter be amended, the “Credit Agreement”) by and among the Borrower, KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

Pursuant to the Credit Agreement, Parent Company is furnishing to you herewith (or have most recently furnished to you) the consolidated financial statements of Parent Company for the fiscal period ended                      (the “Balance Sheet Date”). Such financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position of Parent Company at the date thereof and the results of its operations for the periods covered thereby.

This certificate is submitted in compliance with requirements of §2.11(e), §5.4(b), §7.4(c), §7.18(a), §8.1, §10.12 or §11.3 of the Credit Agreement. If this certificate is provided under a provision other than §7.4(c), the calculations provided below are made using the consolidated financial statements of Parent Company as of the Balance Sheet Date adjusted in the best good faith estimate of Parent Company to give effect to the making of a Loan, issuance of a Letter of Credit, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of Parent Company of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial officer or chief accounting officer of Parent Company.

The undersigned representative has caused the provisions of the Loan Documents to be reviewed and has no knowledge of any Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower and Guarantors with respect thereto.)

The undersigned is providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto.

J-1

IN WITNESS WHEREOF, the undersigned have duly executed this Compliance Certificate this      day of             , 20    .

[Prior to the IPO Event to be signed by the Borrower; Following IPO Event to be signed by REIT]

J-2

APPENDIX TO COMPLIANCE CERTIFICATE

J-3

WORKSHEET

GROSS ASSET VALUE

A.	The Adjusted Net Operating Income of any Real estate owned by Parent Company or its Subsidiaries which is a Stabilized Property divided by 0.09	$
B.	The cost basis book value determined in accordance with GAAP of all Real Estate acquired by Parent Company or any of its Subsidiaries for the prior two fiscal quarters most recently ended	$
C.	Book Value of Development Properties	$
D.	Book Value of Land Assets	$
E.	Amount of cash contained in any accounts established by or the benefit of Parent Company or its Subsidiaries to effectuate a tax-deferred exchange (also known as a “1031” exchange) in connection with the purchase and/or sale of all or a portion of Real Estate; plus	$
F.	Aggregate amount of Unrestricted Cash and Cash Equivalents of Parent Company and its Subsidiaries:	$
G.	Aggregate amount of Restricted Cash and Cash Equivalents of Parent Company and its Subsidiaries that does not qualify as “Unrestricted” as defined in the definition of Unrestricted Cash and Cash Equivalents (excluding amounts included in E above) (to the extent approved by Agent)	$
H.	Pro rata share of Gross Asset Value attributable to such assets owned by Unconsolidated Affiliates:	$
		$
	Gross Asset Value equals sum of A plus B plus C plus D plus E plus F plus G plus H	$

J-4

EXHIBIT K

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated                     , by and between                                          (“Assignor”), and                                          (“Assignee”).

W I T N E S S E T H:

WHEREAS, Assignor is a party to that certain Second Amended and Restated Credit Agreement, dated May 1, 2013, by and among the Borrower, the other lenders that are or may become a party thereto, and KEYBANK NATIONAL ASSOCIATION, individually and as Agent (the “Credit Agreement”); and

WHEREAS, Assignor desires to transfer to Assignee [Describe assigned Commitment] under the Credit Agreement and its rights with respect to the Commitment assigned and its Outstanding Loans with respect thereto;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Definitions. Terms defined in the Credit Agreement and used herein without definition shall have the respective meanings assigned to such terms in the Credit Agreement.

2. Assignment.

(a) Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, effective as of the “Assignment Date” (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a portion of its [Revolving Credit] [Term Loan] Note in the amount of $             representing a $             [Revolving Credit] [Term Loan] Commitment, and a              percent (    %)[Revolving Credit] [Term Loan] Commitment Percentage, and a corresponding interest in and to all of the other rights and obligations under the Credit Agreement and the other Loan Documents relating thereto (the assigned interests being hereinafter referred to as the “Assigned Interests”), including Assignor’s share of all outstanding [Revolving Credit] [Term] Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Lender under and signatory to the Credit Agreement having a [Revolving Credit] [Term Loan] Commitment Percentage equal to the amount of the respective Assigned Interests.

(b) Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee were an original Lender under and signatory to the Credit Agreement and the “Intercreditor Agreement” (as hereinafter defined), which obligations shall include, but shall not

K-1

be limited to, the obligation to make [Revolving Credit] [Term] Loans to the Borrower with respect to the Assigned Interests and to indemnify the Agent as provided therein (such obligations, together with all other obligations set forth in the Credit Agreement and the other Loan Documents are hereinafter collectively referred to as the “Assigned Obligations”). Assignor shall have no further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests.

3. Representations and Requests of Assignor.

(a) Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated hereby the principal face amount of Assignor’s [Revolving Credit] [Term Loan] Note is $             and the aggregate outstanding principal balance of the [Revolving Credit] [Term] Loans made by it equals $            , and (iii) that it has forwarded to the Agent the [Revolving Credit] [Term Loan] Note held by Assignor. Assignor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the Guarantors or the continued existence, sufficiency or value of any assets of the Borrowers or the Guarantors which may be realized upon for the repayment of the Loans, or the performance or observance by the Borrowers or the Guarantors of any of their respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.

(b) Assignor requests that the Agent obtain replacement Revolving Credit Notes or Term Loan Notes, as applicable, for each of Assignor and Assignee as provided in the Credit Agreement.

4. Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing, Assignee (a) represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (b) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has and will, independently and without reliance upon Assignor, any other Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents and any intercreditor agreement among the Lenders and the Agent (the “Intercreditor Agreement”); (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably

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incidental thereto pursuant to the terms of the Loan Documents and the Intercreditor Agreement; (e) agrees that, by this Assignment, Assignee has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents and the Intercreditor Agreement are required to be performed by it as a Lender; (f) represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or the Guarantors and is not a Defaulting Lender or an Affiliate of a Defaulting Lender, (g) agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to the Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes and (h) if Assignee is an assignee of any portion of the Revolving Credit Notes, Assignee has a net worth as of the date hereof of not less than $100,000,000.00 unless waived in writing by [the Borrower] and Agent as required by the Credit Agreement. Assignee agrees that the Borrower may rely on the representation contained in Section 4(h).

5. Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Assignment Date, an amount equal to $             representing the aggregate principal amount outstanding of the [Revolving Credit] [Term] Loans owing to Assignor under the Credit Agreement and the other Loan Documents with respect to the Assigned Interests.

6. Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of the Credit Agreement.

7. Effectiveness.

(a) The effective date for this Agreement shall be                      (the “Assignment Date”). Following the execution of this Agreement, each party hereto shall deliver its duly executed counterpart hereof to the Agent for acceptance and recording in the Register by the Agent.

(b) Upon such acceptance and recording and from and after the Assignment Date, (i) Assignee shall be a party to the Credit Agreement and the Intercreditor Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Lender thereunder, and (ii) Assignor shall, with respect to the Assigned Interests, relinquish its rights and be released from its obligations under the Credit Agreement and the Intercreditor Agreement.

(c) Upon such acceptance and recording and from and after the Assignment Date, the Agent shall make all payments in respect of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee.

(d) All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their applicable Interest Periods and Assignee shall accept the currently effective interest rates on its Assigned Interest of each LIBOR Rate Loan.

K-3

8. Notices. Assignee specifies as its address for notices and its Lending Office for all assigned Loans, the offices set forth below:

Notice Address:
	Attn:
	Facsimile:

Domestic Lending Office:          Same as above

Eurodollar Lending Office:        Same as above

9. Payment Instructions. All payments to Assignee under the Credit Agreement shall be made as provided in the Credit Agreement in accordance with the separate instructions delivered to Agent.

10. Governing Law. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA (WITHOUT REFERENCE TO CONFLICT OF LAWS).

11. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

12. Amendments. This Agreement may not be amended, modified or terminated except by an agreement in writing signed by Assignor and Assignee, and consented to by Agent.

13. Successors. This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted by the terms of Credit Agreement and the Intercreditor Agreement.

[signatures on following page]

K-4

IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, as of the date first above written.

ASSIGNEE:

By:

Title:

ASSIGNOR:

By:

Title:

RECEIPT ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO BY:
KEYBANK NATIONAL ASSOCIATION, as Agent
By:
	Title:
CONSENTED TO BY:
QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company
	By:
	Name:
	Title:

K-5

EXHIBIT L

LETTER OF CREDIT APPLICATION

(see attached)

L-1

SCHEDULE 1.1

LENDERS AND COMMITMENTS

REVOLVING CREDIT LOAN

Name and Address	Revolving Credit Loan Commitment		Revolving Credit Commitment Percentage
KeyBank National Association 127 Public Square Cleveland, Ohio 44114-1306 Attention: John C. Scott Telephone: 216-689-5986 Facsimile: 216-689-4997	$	50,000,000		14.285714285	%
LIBOR Lending Office Same as Above
Deutsche Bank AG New York Branch 200 Crescent Court, Suite 500 Dallas, Texas 75201 Attention: Patrick Allen Telephone: 214-740-7919 Facsimile: 214-740-7910	$	50,000,000		14.285714285	%
LIBOR Lending Office Same as Above
Regions Bank 1900 Fifth Avenue North, 15th Floor Birmingham, Alabama 35203 Attention: Kerri Raines Telephone: 205-801-0621 Facsimile: 205-264-5456	$	50,000,000		14.285714285	%
LIBOR Lending Office Same as Above
Bank of America, N.A. 7800 Forsyth Boulevard Clayton, Missouri 63105-3311 Attention: Vincent Luongo Telephone: 314-898-9371 Facsimile: 314-898-9252	$	50,000,000		14.285714285	%
LIBOR Lending Office Same as Above

Schedule 1.1 – Page 1

Name and Address	Revolving Credit Loan Commitment		Revolving Credit Commitment Percentage
Goldman Sachs Bank USA 200 West Street New York, New York 10282 Attention: Michelle Latzoni Telephone: 212-934-3921 Facsimile: 917-977-3966	$	47,500,000		13.571428571	%
LIBOR Lending Office Same as Above
Jefferies Group LLC 101 Hudson Street, 11th Floor Jersey City, New Jersey 07311 Attention: Mark Sahler Telephone: 201-761-7623 Facsimile: 201-221-8067	$	47,500,000		13.571428571	%
LIBOR Lending Office Same as Above
Morgan Stanley Senior Funding, Inc. 1300 Thames Street Wharf, 4th Floor Baltimore, Maryland 21231 Attention: Steve Delany Telephone: 443-627-4326 Facsimile: 212-404-9645	$	22,500,000		6.428571428	%
LIBOR Lending Office Same as Above
JPMorgan Chase Bank, N.A. 500 Stanton Christiana Rd Newark, Delaware 19713 Attention: Justin Heggan Telephone: 302-634-4202 Facsimile: 302-634-4712	$	22,500,000		6.428571428	%
LIBOR Lending Office Same as Above
Stifel Bank & Trust 955 Executive Parkway, Suite 216 St. Louis, Missouri 63141 Attention: Gregory J. Muck Telephone: 314-317-1250 Facsimile: 866-508-4416	$	10,000,000		2.857142857	%

Schedule 1.1 - Page 2

Name and Address	Revolving Credit Loan Commitment		Revolving Credit Commitment Percentage
LIBOR Lending Office Same as Above
TOTAL	$	350,000,000		100.0	%

Schedule 1.1 - Page 3

LENDERS AND COMMITMENTS

TERM LOAN

Name and Address	Term Loan Commitment		Term Loan Commitment  Percentage
KeyBank National Association 127 Public Square Cleveland, Ohio 44114-1306 Attention: John C. Scott Telephone: 216-689-5986 Facsimile: 216-689-4997	$	65,000,000		28.888888888	%
LIBOR Lending Office Same as Above
Deutsche Bank AG New York Branch 200 Crescent Court, Suite 500 Dallas, Texas 75201 Attention: Patrick Allen Telephone: 214-740-7919 Facsimile: 214-740-7910	$	35,000,000		15.555555555	%
LIBOR Lending Office Same as Above
Regions Bank 1900 Fifth Avenue North, 15th Floor Birmingham, Alabama 35203 Attention: Kerri Raines Telephone: 205-801-0621 Facsimile: 205-264-5456	$	25,000,000		11.111111111	%
LIBOR Lending Office Same as Above
Bank of America, N.A. 7800 Forsyth Boulevard Clayton, Missouri 63105-3311 Attention: Vincent Luongo Telephone: 314-898-9371 Facsimile: 314-898-9252	$	25,000,000		11.111111111	%
LIBOR Lending Office Same as Above

Schedule 1.1 – Page 4

Name and Address	Term Loan Commitment		Term Loan Commitment  Percentage
Goldman Sachs Bank USA 200 West Street New York, New York 10282 Attention: Michelle Latzoni Telephone: 212-934-3921 Facsimile: 917-977-3966	$	27,500,000		12.222222222	%
LIBOR Lending Office Same as Above
Jefferies Group LLC 101 Hudson Street, 11th Floor Jersey City, New Jersey 07311 Attention: Mark Sahler Telephone: 201-761-7623 Facsimile: 201-221-8067	$	27,500,000		12.2222222222	%
LIBOR Lending Office Same as Above
Morgan Stanley Senior Funding, Inc. 1300 Thames Street Wharf, 4th Floor Baltimore, Maryland 21231 Attention: Steve Delany Telephone: 443-627-4326 Facsimile: 212-404-9645	$	7,500,000		3.333333333	%
LIBOR Lending Office Same as Above
JPMorgan Chase Bank, N.A. 500 Stanton Christiana Rd Newark, Delaware 19713 Attention: Justin Heggan Telephone: 302-634-4202 Facsimile: 302-634-4712	$	7,500,000		3.333333333	%
LIBOR Lending Office Same as Above
Stifel Bank & Trust 955 Executive Parkway, Suite 216 St. Louis, Missouri 63141 Attention: Gregory J. Muck Telephone: 314-317-1250 Facsimile: 866-508-4416	$	5,000,000		2.222222222	%

Schedule 1.1 - Page 5

Name and Address	Term Loan Commitment		Term Loan Commitment  Percentage
LIBOR Lending Office Same as Above
TOTAL	$	225,000,000		100.0	%

Schedule 1.1 - Page 6

TOTAL COMMITMENTS

LENDERS AND COMMITMENTS

Name and Address	Total Commitment		Total Commitment Percentage
KeyBank National Association 127 Public Square Cleveland, Ohio 44114-1306 Attention: John C. Scott Telephone: 216-689-5986 Facsimile: 216-689-4997	$	115,000,000		20.000000000	%
LIBOR Lending Office Same as Above
Deutsche Bank AG New York Branch 200 Crescent Court, Suite 500 Dallas, Texas 75201 Attention: Patrick Allen Telephone: 214-740-7919 Facsimile: 214-740-7910	$	85,000,000		14.782608695	%
LIBOR Lending Office Same as Above
Regions Bank 1900 Fifth Avenue North, 15th Floor Birmingham, Alabama 35203 Attention: Kerri Raines Telephone: 205-801-0621 Facsimile: 205-264-5456	$	75,000,000		13.043478260	%
LIBOR Lending Office Same as Above
Bank of America, N.A. 7800 Forsyth Boulevard Clayton, Missouri 63105-3311 Attention: Vincent Luongo Telephone: 314-898-9371 Facsimile: 314-898-9252	$	75,000,000		13.043478260	%
LIBOR Lending Office Same as Above

Schedule 1.1 – Page 7

Name and Address	Total Commitment		Total Commitment Percentage
Goldman Sachs Bank USA 200 West Street New York, New York 10282 Attention: Michelle Latzoni Telephone: 212-934-3921 Facsimile: 917-977-3966	$	75,000,000		13.043478260	%
LIBOR Lending Office Same as Above
Jefferies Group LLC 101 Hudson Street, 11th Floor Jersey City, New Jersey 07311 Attention: Mark Sahler Telephone: 201-761-7623 Facsimile: 201-221-8067	$	75,000,000		13.043478260	%
LIBOR Lending Office Same as Above
Morgan Stanley Senior Funding, Inc. 1300 Thames Street Wharf, 4th Floor Baltimore, Maryland 21231 Attention: Steve Delany Telephone: 443-627-4326 Facsimile: 212-404-9645	$	30,000,000		5.217391304	%
LIBOR Lending Office Same as Above
JPMorgan Chase Bank, N.A. 500 Stanton Christiana Rd Newark, Delaware 19713 Attention: Justin Heggan Telephone: 302-634-4202 Facsimile: 302-634-4712	$	30,000,000		5.217391304	%
LIBOR Lending Office Same as Above
Stifel Bank & Trust 955 Executive Parkway, Suite 216 St. Louis, Missouri 63141 Attention: Gregory J. Muck Telephone: 314-317-1250 Facsimile: 866-508-4416	$	15,000,000		2.608695652	%

Schedule 1.1 - Page 8

Name and Address	Total Commitment		Total Commitment Percentage
LIBOR Lending Office Same as Above
TOTAL	$	575,000,000		100.0	%

Schedule 1.1 - Page 9

TABLE OF CONTENTS

			Page
§1.	DEFINITIONS AND RULES OF INTERPRETATION			2
	§1.1	Definitions		2
	§1.2	Rules of Interpretation		38
§2.	THE CREDIT FACILITY			40
	§2.1	Revolving Credit Loans		40
	§2.2	Commitment to Lend Term Loan		41
	§2.3	Facility Unused Fee		41
	§2.4	Reduction and Termination of the Revolving Credit Commitments		42
	§2.5	Swing Loan Commitment		42
	§2.6	Interest on Loans		45
	§2.7	Requests for Revolving Credit Loans		45
	§2.8	Funds for Loans		46
	§2.9	Use of Proceeds		47
	§2.10	Letters of Credit		47
	§2.11	Increase in Total Commitment		51
	§2.12	Cash Collateral		54
	§2.13	Termination of Agreement		55
	§2.14	Defaulting Lenders		56
	§2.15	Extension of Revolving Credit Maturity Date		60
§3.	REPAYMENT OF THE LOANS			60
	§3.1	Stated Maturity		60
	§3.2	Mandatory Prepayments		61
	§3.3	Optional Prepayments		61
	§3.4	Partial Prepayments		62
	§3.5	[Intentionally Omitted.]		62
	§3.6	Effect of Prepayments		62
§4.	CERTAIN GENERAL PROVISIONS			62
	§4.1	Conversion Options		62
	§4.2	Fees		63
	§4.3	Agent Fee		63

i

TABLE OF CONTENTS

(continued)

			Page
	§4.4	Funds for Payments		63
	§4.5	Computations		65
	§4.6	Suspension of LIBOR Rate Loans		65
	§4.7	Illegality		66
	§4.8	Additional Interest		66
	§4.9	Additional Costs, Etc		66
	§4.10	Capital Adequacy		68
	§4.11	Breakage Costs		68
	§4.12	Default Interest		69
	§4.13	Certificate		69
	§4.14	Limitation on Interest		69
	§4.15	Certain Provisions Relating to Increased Costs and Non-Funding Lenders		69
§5.	UNENCUMBERED ASSET POOL			70
	§5.1	Unsecured Obligations		70
	§5.2	Initial Unencumbered Asset Pool		70
	§5.3	Additional Subsidiary Guarantors		71
	§5.4	Removal of Real Estate from the Unencumbered Asset Pool		71
	§5.5	Release of Certain Guarantors		72
§6.	REPRESENTATIONS AND WARRANTIES			72
	§6.1	Corporate Authority, Etc		72
	§6.2	Governmental Approvals		73
	§6.3	Title to Properties		73
	§6.4	Financial Statements		74
	§6.5	No Material Changes		74
	§6.6	Franchises, Patents, Copyrights, Etc		74
	§6.7	Litigation		74
	§6.8	No Material Adverse Contracts, Etc		75
	§6.9	Compliance with Other Instruments, Laws, Etc		75
	§6.10	Tax Status		75
	§6.11	No Event of Default		75

ii

TABLE OF CONTENTS

(continued)

			Page
	§6.12	Investment Company Act		76
	§6.13	Absence of UCC Financing Statements, Etc		76
	§6.14	[Intentionally Omitted.]		76
	§6.15	Certain Transactions		76
	§6.16	Employee Benefit Plans		76
	§6.17	Disclosure		77
	§6.18	Trade Name; Place of Business		77
	§6.19	Regulations T, U and X		77
	§6.20	Environmental Compliance		78
	§6.21	Subsidiaries; Organizational Structure		80
	§6.22	Leases		80
	§6.23	Property		80
	§6.24	Brokers		82
	§6.25	Other Debt		82
	§6.26	Solvency		82
	§6.27	No Bankruptcy Filing		82
	§6.28	No Fraudulent Intent		82
	§6.29	Transaction in Best Interests of the Borrower; Consideration		83
	§6.30	OFAC		83
	§6.31	Ground Lease		83
	§6.32	Power and Service Revenues		84
	§6.33	[Intentionally Omitted.]		85
	§6.34	Service Guarantees		85
§7.	AFFIRMATIVE COVENANTS			85
	§7.1	Punctual Payment		85
	§7.2	Maintenance of Office		86
	§7.3	Records and Accounts		86
	§7.4	Financial Statements, Certificates and Information		86
	§7.5	Notices		89
	§7.6	Existence; Maintenance of Properties		90

iii

TABLE OF CONTENTS

(continued)

			Page
	§7.7	Insurance		91
	§7.8	Taxes		91
	§7.9	Inspection of Properties and Books		92
	§7.10	Compliance with Laws, Contracts, Licenses, and Permits		92
	§7.11	Further Assurances		92
	§7.12	[Intentionally Omitted.]		93
	§7.13	Leases of the Property		93
	§7.14	Business Operations		94
	§7.15	[Intentionally Omitted.]		94
	§7.16	Ownership of Real Estate		94
	§7.17	Distributions of Income to Parent Company		94
	§7.18	Unencumbered Asset Pool Properties		95
	§7.19	Plan Assets		97
	§7.20	Limiting Agreements		97
	§7.21	[Intentionally Omitted.]		97
	§7.22	Power Generators		97
	§7.23	Material Agreements and Management Agreements		97
	§7.24	[Intentionally Omitted.]		98
	§7.25	[Intentionally Omitted.]		98
	§7.26	Creation of REIT		98
§8.	NEGATIVE COVENANTS			98
	§8.1	Restrictions on Indebtedness		98
	§8.2	Restrictions on Liens, Etc		100
	§8.3	Restrictions on Investments		102
	§8.4	Merger, Consolidation		103
	§8.5	Sale and Leaseback		104
	§8.6	Compliance with Environmental Laws		104
	§8.7	Distributions		105
	§8.8	Asset Sales		107
	§8.9	Cross-Collateralization		107

iv

TABLE OF CONTENTS

(continued)

			Page
	§8.10	Restriction on Prepayment of Indebtedness		107
	§8.11	Zoning and Contract Changes and Compliance		107
	§8.12	Derivatives Contracts		108
	§8.13	Transactions with Affiliates		108
	§8.14	Equity Pledges		108
	§8.15	Management Fees		108
	§8.16	Equipment Loan Documents		108
	§8.17	Leasing Activities		109
	§8.18	Tax Driven Lease Transactions		109
	§8.19	Subordinate Debt		109
	§8.20	[Intentionally Omitted.]		110
	§8.21	[Intentionally Omitted.]		110
§9.	FINANCIAL COVENANTS			110
	§9.1	Unencumbered Asset Pool		110
	§9.2	[Intentionally Omitted.]		110
	§9.3	Adjusted Consolidated EBITDA to Consolidated Fixed Charges		110
	§9.4	Consolidated Total Indebtedness to Gross Asset Value		110
	§9.5	Minimum Consolidated Tangible Net Worth		110
	§9.6	Maximum Unhedged Variable Rate Debt		111
§10.	CLOSING CONDITIONS			111
	§10.1	Loan Documents		111
	§10.2	Certified Copies of Organizational Documents		111
	§10.3	Resolutions		111
	§10.4	Incumbency Certificate; Authorized Signers		111
	§10.5	Opinion of Counsel		111
	§10.6	Payment of Fees		111
	§10.7	[Intentionally Omitted.]		111
	§10.8	Performance; No Default		112
	§10.9	Representations and Warranties		112
	§10.10	Proceedings and Documents		112

v

TABLE OF CONTENTS

(continued)

			Page
	§10.11	Eligible Real Estate Qualification Documents		112
	§10.12	Compliance Certificate		112
	§10.13	[Intentionally Omitted.]		112
	§10.14	Consents		112
	§10.15	Contribution Agreement		112
	§10.16	Equipment Intercreditor Agreement		112
	§10.17	QTLP Subordination and Standstill Agreement		113
	§10.18	[Intentionally Omitted.]		113
	§10.19	Bond Subordination and Standstill Agreement		113
	§10.20	[Intentionally Omitted.]		113
	§10.21	Other		113
§11.	CONDITIONS TO ALL BORROWINGS			113
	§11.1	Prior Conditions Satisfied		113
	§11.2	Representations True; No Default		113
	§11.3	Borrowing Documents		113
§12.	EVENTS OF DEFAULT; ACCELERATION; ETC			113
	§12.1	Events of Default and Acceleration		113
	§12.2	Certain Cure Periods; Limitation of Cure Periods		117
	§12.3	Termination of Commitments		118
	§12.4	Remedies		118
	§12.5	Distribution of Proceeds		119
§13.	SETOFF			119
§14.	THE AGENT			120
	§14.1	Authorization		120
	§14.2	Employees and Agents		120
	§14.3	No Liability		121
	§14.4	No Representations		121
	§14.5	Payments		122
	§14.6	Holders of Notes		122
	§14.7	Indemnity		122

vi

TABLE OF CONTENTS

(continued)

			Page
	§14.8	Agent as Lender		123
	§14.9	Resignation		123
	§14.10	Duties in the Case of Enforcement		123
	§14.11	Bankruptcy		124
	§14.12	[Intentionally Omitted.]		124
	§14.13	Reliance by Agent		124
	§14.14	Approvals		124
	§14.15	Borrower Not Beneficiary		126
	§14.16	Equipment Intercreditor Agreement		126
	§14.17	Subordination and Standstill Agreements		126
	§14.18	Reliance on Hedge Provider		126
§15.	EXPENSES			127
§16.	INDEMNIFICATION			128
§17.	SURVIVAL OF COVENANTS, ETC			128
§18.	ASSIGNMENT AND PARTICIPATION			129
	§18.1	Conditions to Assignment by Lenders		129
	§18.2	Register		130
	§18.3	New Notes		130
	§18.4	Participations		131
	§18.5	Pledge by Lender		131
	§18.6	No Assignment by the Borrower or the Guarantors		132
	§18.7	Disclosure		132
	§18.8	Amendments to Loan Documents		133
	§18.9	Mandatory Assignment		133
	§18.10	Titled Agents		133
§19.	NOTICES			134
§20.	RELATIONSHIP			135
§21.	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE			136
§22.	HEADINGS			136
§23.	COUNTERPARTS			136

vii

TABLE OF CONTENTS

(continued)

		Page
§24.	ENTIRE AGREEMENT, ETC		137
§25.	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS		137
§26.	DEALINGS WITH THE BORROWER AND THE GUARANTORS		137
§27.	CONSENTS, AMENDMENTS, WAIVERS, ETC		138
§28.	SEVERABILITY		139
§29.	TIME OF THE ESSENCE		139
§30.	NO UNWRITTEN AGREEMENTS		139
§31.	REPLACEMENT NOTES		139
§32.	NO THIRD PARTIES BENEFITED		139
§33.	PATRIOT ACT		140
§34.	[Intentionally Omitted.]		140
§35.	JOINT AND SEVERAL LIABILITY		140

viii

EXHIBITS AND SCHEDULES

Exhibit A-1	FORM OF REVOLVING CREDIT NOTE
Exhibit A-2	FORM OF SWING LOAN NOTE
Exhibit A-3	FORM OF TERM LOAN NOTE
Exhibit B	[INTENTIONALLY OMITTED]
Exhibit C	[INTENTIONALLY OMITTED]
Exhibit D	FORM OF MASTER SPACE AGREEMENT
Exhibit E-1	[INTENTIONALLY OMITTED]
Exhibit E-2	FORM OF GUARANTOR JOINDER AGREEMENT
Exhibit F	[INTENTIONALLY OMITTED]
Exhibit G	FORM OF REQUEST FOR LOAN
Exhibit H	FORM OF LETTER OF CREDIT REQUEST
Exhibit I	FORM OF BORROWING BASE CERTIFICATE
Exhibit J	FORM OF COMPLIANCE CERTIFICATE
Exhibit K	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit L	FORM OF CREDIT APPLICATION
Schedule 1.1	LENDERS AND COMMITMENTS
Schedule 1.2	REAL ESTATE QUALIFICATION DOCUMENTS
Schedule 1.3	DISCLOSED COMPETITOR
Schedule 1.4	REQUIRED CONSENTS
Schedule 1.5	INITIAL SUBSIDIARY GUARANTORS
Schedule 1.6	INITIAL UNENCUMBERED ASSET POOL PROPERTIES
Schedule 2.10	EXISTING LETTERS OF CREDIT
Schedule 6.3	LIST OF ALL ENCUMBRANCES ON ASSETS
Schedule 6.5	NO MATERIAL CHANGES

ix

Schedule 6.7	PENDING LITIGATION
Schedule 6.15	CERTAIN TRANSACTIONS
Schedule 6.18	TRADENAMES
Schedule 6.20(c)	ENVIRONMENTAL COMPLIANCE
Schedule 6.20(d)	REQUIRED ENVIRONMENTAL ACTIONS
Schedule 6.21(a)	PARENT COMPANY SUBSIDIARIES
Schedule 6.21(b)	UNCONSOLIDATED AFFILIATES OF PARENT COMPANY AND ITS SUBSIDIARIES
Schedule 6.22	EXCEPTIONS TO RENT ROLL
Schedule 6.23	MANAGEMENT AGREEMENTS; MATERIAL AGREEMENTS
Schedule 6.25	MATERIAL LOAN AGREEMENTS
Schedule 6.35	SERVICE GUARANTEES
Schedule 7.26	POST-IPO STRUCTURE

x

EX-10.31

Exhibit 10.31

EXECUTION VERSION

CREDIT AGREEMENT

DATED AS OF DECEMBER 21, 2012

BY AND AMONG

QUALITY INVESTMENT PROPERTIES RICHMOND, LLC,

AS A BORROWER,

QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC,

AS A GUARANTOR,

AND

QUALITYTECH, LP,

AS A GUARANTOR,

AND

REGIONS BANK,

THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT

AND

OTHER LENDERS THAT MAY BECOME

PARTIES TO THIS AGREEMENT,

REGIONS BANK,

AS ADMINISTRATIVE AGENT,

BANK OF AMERICA, N.A.,

AS SYNDICATION AGENT

AND

REGIONS CAPITAL MARKETS,

AND

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS

TABLE OF CONTENTS

§1.	DEFINITIONS AND RULES OF INTERPRETATION.		1
	§1.1	Definitions	1
	§1.2	Rules of Interpretation	33
§2.	THE CREDIT FACILITY.		35
	§2.1	Revolving Credit Loans	35
	§2.2	[Intentionally Omitted]	36
	§2.3	Facility Unused Fee	36
	§2.4	Termination of the Revolving Credit Commitments	36
	§2.5	[Intentionally Omitted]	36
	§2.6	Interest on Loans	36
	§2.7	Requests for Revolving Credit Loans	37
	§2.8	Funds for Loans	37
	§2.9	Use of Proceeds	38
	§2.10	[Intentionally Omitted]	38
	§2.11	Increase in Total Commitment	38
	§2.12	[Intentionally Omitted]	41
	§2.13	Termination of Agreement	41
	§2.14	Defaulting Lenders	41
	§2.15	Extension of the Maturity Date	43
§3.	REPAYMENT OF THE LOANS.		44
	§3.1	Stated Maturity	44
	§3.2	Mandatory Prepayments	44
	§3.3	Optional Prepayments	45
	§3.4	Application of Prepayments	45
	§3.5	[Intentionally Omitted]	45
	§3.6	Effect of Prepayments	45
§4.	CERTAIN GENERAL PROVISIONS.		45
	§4.1	Conversion Options	45
	§4.2	Fees	46
	§4.3	Agent Fee	46
	§4.4	Funds for Payments	46
	§4.5	Computations	48
	§4.6	Suspension of LIBOR Rate Loans	48
	§4.7	Illegality	48
	§4.8	Additional Interest	49
	§4.9	Additional Costs, Etc	49
	§4.10	Capital Adequacy	50
	§4.11	Breakage Costs	51
	§4.12	Default Interest	51
	§4.13	Certificate	51
	§4.14	Limitation on Interest	51
	§4.15	Certain Provisions Relating to Increased Costs and Non-Funding Lenders	52

i

§5.	COLLATERAL SECURITY; GUARANTY.		53
	§5.1	Collateral	53
	§5.2	Appraisals; Appraised Value	53
	§5.3	Addition of Mortgaged Properties	54
	§5.4	Release of Mortgaged Property	55
	§5.5	Additional Subsidiary Borrowers and Guarantors	56
	§5.6	Release of Certain Borrowers and Guarantors	57
	§5.7	Release of Collateral	57
§6.	REPRESENTATIONS AND WARRANTIES.		57
	§6.1	Corporate Authority, Etc	57
	§6.2	Governmental Approvals	58
	§6.3	Title to Properties	58
	§6.4	Financial Statements	59
	§6.5	No Material Changes	59
	§6.6	Franchises, Patents, Copyrights, Etc	59
	§6.7	Litigation	59
	§6.8	No Material Adverse Contracts, Etc	60
	§6.9	Compliance with Other Instruments, Laws, Etc	60
	§6.10	Tax Status	60
	§6.11	No Event of Default	61
	§6.12	Investment Company Act	61
	§6.13	Absence of UCC Financing Statements, Etc	61
	§6.14	Setoff, Etc	61
	§6.15	Certain Transactions	61
	§6.16	Employee Benefit Plans	61
	§6.17	Disclosure	62
	§6.18	Trade Name; Place of Business	62
	§6.19	Regulations T, U and X	62
	§6.20	Environmental Compliance	63
	§6.21	Subsidiaries; Organizational Structure	65
	§6.22	Leases	65
	§6.23	Property	65
	§6.24	Brokers	67
	§6.25	Other Debt	67
	§6.26	Solvency	67
	§6.27	No Bankruptcy Filing	67
	§6.28	No Fraudulent Intent	67
	§6.29	Transaction in Best Interests of Borrowers; Consideration	67
	§6.30	OFAC	68
	§6.31	[Intentionally Omitted].	68
	§6.32	Power and Service Revenues	68
	§6.33	[Intentionally Omitted].	68
	§6.34	Service Guarantees	68
§7.	AFFIRMATIVE COVENANTS.		68
	§7.1	Punctual Payment	68

ii

	§7.2	Maintenance of Office	68
	§7.3	Records and Accounts	69
	§7.4	Financial Statements, Certificates and Information	69
	§7.5	Notices	71
	§7.6	Existence; Maintenance of Properties	73
	§7.7	Insurance; Condemnation	74
	§7.8	Taxes	79
	§7.9	Inspection of Properties and Books	79
	§7.10	Compliance with Laws, Contracts, Licenses, and Permits	79
	§7.11	Further Assurances	80
	§7.12	Title Insurance.	80
	§7.13	Leases of the Property	80
	§7.14	Business Operations	81
	§7.15	Registered Servicemark	82
	§7.16	Ownership of Real Estate	82
	§7.17	Distributions of Income to Parent Company	82
	§7.18	[Intentionally Omitted]	82
	§7.19	Plan Assets	82
	§7.20	[Intentionally Omitted]	82
	§7.21	Single Purpose Entity Requirements	82
	§7.22	Power Generators	87
	§7.23	Material Agreements and Management Agreements	87
	§7.24	[Intentionally Omitted]	88
	§7.25	Property Condition Report	88
	§7.26	Creation of REIT	88
§8.	NEGATIVE COVENANTS.		89
	§8.1	Restrictions on Indebtedness	89
	§8.2	Restrictions on Liens, Etc	90
	§8.3	Restrictions on Investments	92
	§8.4	Merger, Consolidation	93
	§8.5	Sale and Leaseback	94
	§8.6	Compliance with Environmental Laws	94
	§8.7	Distributions	96
	§8.8	Asset Sales	97
	§8.9	Cross Collateralization	97
	§8.10	Restriction on Prepayment of Indebtedness	97
	§8.11	Zoning and Contract Changes and Compliance	97
	§8.12	Derivatives Contracts	98
	§8.13	Transactions with Affiliates	98
	§8.14	Equity Pledges	98
	§8.15	Management Fees	98
	§8.16	[Intentionally Omitted]	98
	§8.17	[Intentionally Omitted]	98
	§8.18	[Intentionally Omitted]	98
	§8.19	Subordinate Debt	98
	§8.20	Liens	99
	§8.21	Management Agreements	99

iii

§9.	FINANCIAL COVENANTS.		99
	§9.1	Borrowing Base	99
	§9.2	Minimum Borrowers Debt Yield	100
	§9.3	Minimum Borrowing Base Debt Service Coverage Ratio	100
	§9.4	Consolidated Total Indebtedness to Gross Asset Value	100
	§9.5	Adjusted Consolidated EBITDA to Consolidated Fixed Charges	100
	§9.6	Minimum Consolidated Tangible Net Worth	101
	§9.7	Unhedged Variable Rate Debt	101
	§9.8	Corporate Debt Yield	101
§10.	CLOSING CONDITIONS.		101
	§10.1	Loan Documents	101
	§10.2	Certified Copies of Organizational Documents	101
	§10.3	Resolutions	101
	§10.4	Incumbency Certificate; Authorized Signers	101
	§10.5	Opinion of Counsel	102
	§10.6	Payment of Fees	102
	§10.7	Insurance	102
	§10.8	Performance; No Default	102
	§10.9	Representations and Warranties	102
	§10.10	Proceedings and Documents	102
	§10.11	Eligible Real Estate Qualification Documents	102
	§10.12	Compliance Certificate	102
	§10.13	Appraisals	103
	§10.14	Consents	103
	§10.15	Contribution Agreement	103
	§10.16	QTLP Subordination and Standstill Agreement	103
	§10.17	Other	103
§11.	CONDITIONS TO ALL BORROWINGS.		103
	§11.1	Prior Conditions Satisfied	103
	§11.2	Representations True; No Default	103
	§11.3	Borrowing Documents	103
	§11.4	Endorsement to Title Policy	103
	§11.5	Future Advances Tax Payment	104
§12.	EVENTS OF DEFAULT; ACCELERATION; ETC.		104
	§12.1	Events of Default and Acceleration	104
	§12.2	Certain Cure Periods; Limitation of Cure Periods	107
	§12.3	Termination of Commitments	108
	§12.4	Remedies	108
	§12.5	Distribution of Collateral Proceeds	109

iv

§13.	SETOFF.		109
§14.	THE AGENT.		110
	§14.1	Authorization	110
	§14.2	Employees and Agents	110
	§14.3	No Liability	110
	§14.4	No Representations	111
	§14.5	Payments	111
	§14.6	Holders of Notes	112
	§14.7	Indemnity	112
	§14.8	Agent as Lender	112
	§14.9	Resignation	112
	§14.10	Duties in the Case of Enforcement	113
	§14.11	Bankruptcy	113
	§14.12	Request for Agent Action	114
	§14.13	Reliance by Agent	114
	§14.14	Approvals	114
	§14.15	Borrowers Not Beneficiary	115
	§14.16	Intentionally Omitted].	116
	§14.17		116
	§14.18	.QTLP Subordination and Standstill Agreement.	116
	§14.19	Reliance on Hedge Provider	116
§15.	EXPENSES.		116
§16.	INDEMNIFICATION.		117
§17.	SURVIVAL OF COVENANTS, ETC.		118
§18.	ASSIGNMENT AND PARTICIPATION.		118
	§18.1	Conditions to Assignment by Lenders	118
	§18.2	Register	120
	§18.3	New Notes	120
	§18.4	Participations	120
	§18.5	Pledge by Lender	121
	§18.6	No Assignment by the Borrowers or the Guarantors	121
	§18.7	Disclosure	121
	§18.8	Amendments to Loan Documents	122
	§18.9	Mandatory Assignment	122
	§18.10	Titled Agents	123

v

§19.	NOTICES.		123
§20.	RELATIONSHIP.		124
§21.	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.		125
§22.	HEADINGS.		126
§23.	COUNTERPARTS.		126
§24.	ENTIRE AGREEMENT, ETC.		126
§25.	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.		126
§26.	DEALINGS WITH THE BORROWERS AND THE GUARANTORS.		127
§27.	CONSENTS, AMENDMENTS, WAIVERS, ETC.		127
§28.	SEVERABILITY.		128
§29.	TIME OF THE ESSENCE.		128
§30.	NO UNWRITTEN AGREEMENTS.		128
§31.	REPLACEMENT NOTES.		128
§32.	NO THIRD PARTIES BENEFITED.		128
§33.	PATRIOT ACT.		129
§34.	[Intentionally Omitted].		129
§35.	JOINT AND SEVERAL LIABILITY.		129
§36.	ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF BORROWERS.		129
	§36.1	Attorney-in-Fact	129
	§36.2	Accommodation	129
	§36.3	Waiver of Automatic or Supplemental Stay	130
	§36.4	Waiver of Defenses	130
	§36.5	Waiver	132
	§36.6	Subordination	133

vi

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”) is made as of the 21st day of December, 2012, by and among QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, a Delaware limited liability company (“QIPR”), the Additional Subsidiary Borrowers from time to time a party to this Agreement as “Borrowers” pursuant to §5.5, QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC, a Delaware limited liability company (“QTS Richmond TRS”), QUALITYTECH, LP, a Delaware limited partnership (“QTLP”), REGIONS BANK (“Regions”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with Regions, the “Lenders”), REGIONS, as Administrative Agent for the Lenders (the “Agent”), with REGIONS CAPITAL MARKETS and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Book Managers (each in such capacities, an “Arranger”).

R E C I T A L S

WHEREAS, the Lenders desire to make available to the Borrowers a credit facility in the initial amount of $80,000,000 on the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree as follows:

§1. DEFINITIONS AND RULES OF INTERPRETATION.

§1.1 Definitions. The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this Agreement referred to below:

Additional Commitment Request Notice. See §2.11(b).

Additional Subsidiary Borrower. Each additional Subsidiary of Parent Company which becomes a Borrower pursuant to §5.5.

Additional Subsidiary Guarantor. Each additional Subsidiary of Parent Company which becomes a Guarantor pursuant to §5.5.

Adjusted Consolidated EBITDA. On any date of determination, the Consolidated EBITDA for the prior two (2) fiscal quarters most recently ended, multiplied by two (2).

Adjusted Net Operating Income. For purposes other than determining Gross Asset Value, on any date of determination prior to June 30, 2013, the Net Operating Income for the fiscal month most recently ended, multiplied by twelve (12), and on any date of determination on or after June 30, 2013, the Net Operating Income for the fiscal quarter most recently ended, multiplied by four (4). For purposes of determining Gross Asset Value, on any date of determination thereof, the Net Operating Income for the prior two (2) fiscal quarters most recently ended, multiplied by two (2).

Affiliate. An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person or any Person who has a direct familial relationship by blood, marriage, or otherwise with any Borrower, any SPE Entity or any Affiliate of either of them. For purposes of this definition, “control” (including, with correlative meanings, the terms “control”, “controlling”, “controlled by” and “under common control with”), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing ten percent (10%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person.

Agent. Regions Bank, acting as administrative agent for the Lenders, and its successors and assigns.

Agent’s Head Office. The Agent’s head office located at ALBH11502B, 1900 5^th Avenue North, Birmingham, Alabama, 35203 or at such other location as the Agent may designate from time to time by notice to the Borrowers and the Lenders.

Agent’s Special Counsel. Alston & Bird LLP or such other counsel as selected by Agent.

Agreement. This Credit Agreement, including the Schedules and Exhibits hereto.

Agreement Regarding Fees. See §4.2.

Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent Company and its respective Subsidiaries to the Gross Asset Value of Parent Company and its respective Subsidiaries:

Pricing Level	Ratio of Consolidated Total Indebtedness to Gross Asset Value	LIBOR Rate Loans			Base Rate Loans
Pricing Level 1	Less than or equal to 40%		4.00	%		3.00	%
Pricing Level 2	Greater than 40% but less than or equal to 50%		4.25	%		3.25	%
Pricing Level 3	Greater than 50%		4.50	%		3.50	%

The initial Applicable Margin shall be at Pricing Level 2. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1^st) day of the first (1^st) month following

2

the delivery by Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1^st) day of the first (1^st) month following receipt of such Compliance Certificate.

During the period from and including March 31, 2014 to but excluding December 31, 2015, the percentages at each Pricing Level set forth above shall decrease by 0.25%. On and after December 31, 2015, the percentages at each Pricing Level set forth above shall decrease by 0.50%.

In the event that the Agent and the Borrowers determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrowers shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrowers shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Appraisal. An MAI appraisal of the value of a parcel of Real Estate, determined on an “as-is” value basis, performed by an independent appraiser selected by the Agent who is not an employee of Parent Company or its Subsidiaries, the Agent or a Lender, the form and substance of such appraisal and the identity of the appraiser to be in compliance with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory and internal) applicable to the Lenders and otherwise acceptable to the Agent.

Appraised Value. The “as-is” value of a parcel of Real Estate determined by the most recent Appraisal of such Real Estate, obtained pursuant to §5.2 or §10.13.

Arranger. Each of Regions Capital Markets and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as a “Joint Lead Arranger,” and their respective successors.

Assignment and Acceptance Agreement. See §18.1.

Assignment of Leases and Rents. Each of the assignments of leases and rents requested by Agent from a Borrower to the Agent, as it may be modified or amended, pursuant to which there shall be assigned to the Agent for the benefit of the Lenders a security interest in the interest of such Borrower as lessor with respect to all Leases of all or any part of each Mortgaged Property, each such assignment entered into after the date hereof to be substantially

3

in the form as the initial Assignment of Leases and Rents executed and delivered by QIPR in connection with this Agreement, with such changes thereto as Agent may require as a result of state law or practice.

Authorized Officer. Any of the following Persons: Shirley Goza, Jay Ketterling, Bill Schafer or Chad L. Williams and such other Persons as Borrowers’ Representative shall designate in a written notice to Agent.

Balance Sheet Date. December 31, 2011.

Bankruptcy Code. Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.

Base Rate. The greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its “prime rate,” (b) one-half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) the applicable LIBOR for a one month interest period plus one percent (1.0%) per annum. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind.

Base Rate Loans. The Revolving Credit Base Rate Loans bearing interest calculated by reference to the Base Rate.

Board. Means the board of directors or board of managers, as applicable, of any Borrower or SPE Entity.

Bond. That certain Taxable Industrial Development Revenue Bond (Quality Investment Properties Atlanta Tech Centre South, L.L.C. Project), Series 2006.

Borrowers. Collectively, QIPR and any Additional Subsidiary Borrower that is the direct or indirect owner of a Mortgaged Property, and individually any of them.

Borrowers Debt Yield. The quotient of (a) Adjusted Net Operating Income of the Borrowers divided by (b) the outstanding principal balance of the Loans. For the purposes of calculating Borrowers Debt Yield, when calculating Adjusted Net Operating Income for the Mortgaged Properties not owned and operated by any Borrower for, prior to June 30, 2013, a full fiscal month, and on and after June 30, 2013, a full fiscal quarter, the Adjusted Net Operating Income attributable to such Mortgaged Property shall be calculated in accordance with the terms and conditions of this Agreement by using the actual historical results for such Mortgaged Property for the fiscal month or fiscal quarter, as applicable, most recently ended as if the Mortgaged Property had been owned by such Borrower during such time.

Borrowers’ Representative. Initially, QTLP, and thereafter the Person or Persons who are designated in a written notice to the Agent by a majority vote of the Borrowers to act on behalf of the Borrowers as provided in §36.

4

Borrower Joinder Agreement. The Borrower Joinder Agreement with respect to this Agreement, the Notes, Contribution Agreement and Indemnity Agreement to be executed and delivered pursuant to §5.5 by any Additional Subsidiary Borrower, such Borrower Joinder Agreement to be substantially in the form of Exhibit E-1 hereto.

Borrowing Base Availability. The Borrowing Base Availability shall be the amount which is the lowest of (a) the Borrowing Base Value, (b) the maximum principal amount which would not cause the Borrowing Base Debt Service Coverage Ratio to be less than the Borrowing Base Debt Service Coverage Ratio specified in the table below corresponding to the period during which the Borrowing Base Availability is being determined, and (c) the maximum principal amount which would not cause the Borrowers Debt Yield to be less than the Borrowers Debt Yield specified in the table below corresponding to the period during which the Borrowing Base Availability is being determined:

Period	Borrowing Base Debt Service Coverage Ratio	Borrowers Debt Yield
Closing Date to but excluding June 30, 2013	1.30 to 1.00		12.00	%
June 30, 2013 to but excluding December 31, 2013	1.40 to 1.00		13.00	%
December 31, 2013 to but excluding March 31, 2014	1.60 to 1.00		14.50	%
March 31, 2014 to but excluding December 31, 2015	1.750 to 1.00		16.250	%
On and after December 31, 2015	2.00 to 1.00		18.00	%

Borrowing Base Debt Service Coverage Ratio. The ratio of Adjusted Net Operating Income from the Mortgaged Properties determined on any date prior to June 30, 2013, as of the end of the fiscal month most recently ended and, on or after June 30, 2013, as of the end of the fiscal quarter most recently ended, divided by the Implied Debt Service. For the purposes of calculating Borrowing Base Debt Service Coverage Ratio, when calculating Adjusted Net Operating Income for the Mortgaged Properties not owned and operated by any Borrower for, prior to June 30, 2013, a full fiscal month, and on and after June 30, 2013, a full fiscal quarter, the Adjusted Net Operating Income attributable to such Mortgaged Property shall be calculated in accordance with the terms and conditions of this Agreement by using the actual historical results for such Mortgaged Property for the fiscal month or fiscal quarter, as applicable, most recently ended as if the Mortgaged Property had been owned by such Borrower during such time.

Borrowing Base Value. The Borrowing Base Value for Eligible Real Estate owned by Borrowers included in the Mortgaged Property shall be the amount which is (a) fifty-five percent (55%) of the sum of the Appraised Values of each Mortgaged Property (other than the Richmond Property), as most recently determined under §5.2, plus (b) in respect of the Richmond Property, (i) prior to any Appraisal of the Richmond Property obtained after the Closing Date, fifty-five (55%) of the sum of (A) the “Upon Completion” value for Building 1 at

5

the Richmond Property plus (B) the Appraised Value of the remaining buildings and excess land, in the case of clauses (A) and (B), as determined under §10.13 or (ii) upon obtaining an Appraisal of the Richmond Property under §2.15 or §5.2 at any time after the Closing Date, 55% of the Appraised Value of the Richmond Property as determined thereunder.

Breakage Costs. The cost to any Lender of re-employing funds bearing interest at LIBOR incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (iii) the failure of a Borrower to draw down, on the first day of the applicable Interest Period, any amount as to which such Borrower has elected a LIBOR Rate Loan. The maximum Breakage Cost will not exceed the positive difference between the existing LIBOR rate for the LIBOR Rate Loan being paid, converted or failed to be drawn down, if higher, and the then current LIBOR rate for LIBOR Rate Loans on such date for a similar Interest Period multiplied by the amount being repaid times the number of days remaining in the existing LIBOR rate divided by 365.

Building. With respect to each Mortgaged Property or parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located thereon.

Business Day. Any day on which banking institutions located in the same city and State as the Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.

Capitalization Rate. Ten percent (10.00%).

Capitalized Lease. A lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP.

Cash Equivalents. As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least A- or the equivalent thereof by S&P or A3 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least AAA or the equivalent thereof by Moody’s.

CERCLA. The federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder.

6

Change of Control. A Change of Control shall exist upon the occurrence of any of the following:

(a) Following the occurrence of the IPO Event, any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder), other than Chad L. Williams, General Atlantic, their respective controlled Affiliates, and Permitted Transferees, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of REIT equal to at least thirty percent (30.0%); or

(b) Following the occurrence of the IPO Event, as of any date a majority of the Board of Directors or Trustees or similar body (the “REIT Board”) of REIT consists of individuals who were not either (i) directors or trustees of REIT as of the corresponding date of the previous year, or (ii) selected or nominated to become directors or trustees by the REIT Board, a majority of which consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors or trustees by the REIT Board a majority of which consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii) above (excluding, in the case of both clause (ii) and (iii) above, any individual whose initial nomination for, or assumption of office as, a member of the REIT Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors or trustees by any Person or group other than a solicitation for the election of one or more directors or trustees by or on behalf of the REIT Board); or

(c) Following the occurrence of the IPO Event, REIT shall fail to be the sole general partner of QTLP, shall fail to own such general partnership interest in QTLP free of any Lien (other than Liens permitted by §8.2(i)), or shall fail to control the management and policies of QTLP; or

(d) Following the occurrence of the IPO Event, the financial results of QTLP and its Subsidiaries shall fail to be Consolidated with the accounts of REIT; or

(e) Any Borrower or Guarantor consolidates with, is acquired by, or merges into or with any Person (other than as permitted by §8.4); or

(f) Until the occurrence of the IPO Event, except as permitted below in this definition, Chad L. Williams or his majority owned and controlled Affiliates or a Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity, fail to own in the aggregate, directly or indirectly, at least eighty percent (80.0%) of the economic, voting and beneficial interests in General Partner, or shall fail to own such interests free of any Lien (other than Liens of the type permitted by §8.2(i)); or

(g) Until the occurrence of the IPO Event, except as permitted below in this definition, Chad L. Williams, a Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity, General Atlantic or their respective majority owned and controlled Affiliates fail to own, directly or indirectly, at

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least twenty-one percent (21.0%) and fifty-one percent (51.0%), respectively, of the economic, voting and beneficial interests as limited partners in QTLP, or in either case shall fail to own such interests free of any Lien (other than Liens of the type permitted by §8.2(i)); or

(h) Until the occurrence of the IPO Event, General Partner shall fail to be the sole general partner of QTLP, shall fail to own such general partner interest in QTLP free of any Lien (other than Liens of the type permitted by §8.2(i)), or shall fail to control the management and policies of QTLP; or

(i) QTLP fails to own directly or indirectly, free of any Lien (other than Liens permitted by §8.2(i)), at least one hundred percent (100%) of the economic, voting and beneficial interest of each Borrower, QTS Richmond TRS and each Additional Subsidiary Guarantor; or

(j) Any of Chad L. Williams or Bill Schafer shall cease to be the Chairman of the Board and Chief Executive Officer, and Chief Financial Officer, respectively, of the General Partner or upon the occurrence of the IPO Event, REIT, and a competent and experienced director or officer, as applicable, shall not be reasonably approved by the Required Lenders within three (3) months of such event.

Notwithstanding anything to the contrary in paragraphs (f) or (g) of this definition of “Change of Control”, prior to the IPO Event, a Transfer of membership interests in the General Partner or limited partnership interests in QTLP shall not be deemed to be a “Change of Control”, provided that (i) each of Chad L. Williams or a Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity continue to own, directly or indirectly, at least fifty-one percent (51%) of the membership interests in General Partner owned by such Person as of the Closing Date, (ii) each of Chad L. Williams (together with any Permitted Transferee of the type described in clause (iii) of the definition thereof of which Chad L. Williams unilaterally controls all voting interests and rights to direct the management and policies of such trust, partnership or other entity), or General Atlantic continue to own, directly or indirectly, at least fifty-one percent (51.0%) of the limited partnership interests of QTLP owned by such Person as of the Closing Date, (iii) Chad L. Williams and General Atlantic continue to control the management and policies of QTLP and the Borrowers, (iv) QTLP continues to own directly or indirectly one hundred (100%) of any Borrower, QTS Richmond TRS and any Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries), (v) after such transfer each of the Borrowers shall maintain their status as a Single Purpose Entity, (vi) no such Transfer, individually or in the aggregate, shall result in any Person other than Chad L. Williams or General Atlantic having a consent right, veto or other blocking rights with respect to any management, policies, decisions or actions of General Partner or QTLP, (vii) Agent shall have received evidence that any consents to such Transfer required under the organizational agreements of QTLP and General Partners, as applicable, have been obtained, (viii) the requirements set forth in subsections (i) through (vii) above continue to be satisfied following the granting of any pledge and/or the exercise of the pledgee’s rights (including a foreclosure or sale) under any pledge, (ix) Agent shall receive not less than fifteen (15) days’ prior notice of such proposed Transfer and confirmed no such transferee is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including those Persons named on OFAC’s Specially Designated and Blocked Persons

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list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), (x) Agent shall receive copies of the documents that will effectuate such Transfer fifteen (15) days prior to the occurrence thereof, and (xi) no Default or Event of Default shall have occurred and be continuing under this Agreement or any of the other Loan Documents or result from any such Transfer.

Closing Date. The first date on which all of the conditions set forth in §10 and §11 have been satisfied.

Code. The Internal Revenue Code of 1986, as amended.

Collateral. Except as set forth on Schedule 1.4, all of the property, rights and interests of the Borrowers which are subject to the security interests, security title, liens and mortgages created by the Security Documents, including, without limitation, the Mortgaged Properties and the Guaranty.

Commitment. With respect to each Lender, the Revolving Credit Commitment of such Lender.

Commitment Increase. An increase in the Total Revolving Credit Commitment to an aggregate Total Commitment of not more than $125,000,000 in the aggregate pursuant to §2.11.

Commitment Percentage. With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Commitments of the Lenders have been terminated as provided in this Agreement, then the Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Compliance Certificate. See §7.4(c).

Condemnation Proceeds. All compensation, awards, damages, judgments and proceeds awarded to a Borrower by reason of any Taking, net of all reasonable and customary amounts actually expended to collect the same.

Consolidated. With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

Consolidated EBITDA. With respect to any period, an amount equal to the EBITDA of Parent Company and its Subsidiaries for such period determined on a Consolidated basis.

Consolidated Fixed Charges. For any period, the sum of (i) Consolidated Interest Expense for such period, plus (ii) all regularly scheduled principal payments made with respect

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to Indebtedness of Parent Company and its Subsidiaries during such period, other than any balloon or bullet payments necessary to repay maturing debt in full, plus (iii) all Preferred Distributions paid during such period. Parent Company’s pro rata share of the fixed charges (the sum of (i), (ii), and (iii) in the preceding sentence) of Unconsolidated Affiliates of Parent Company shall be included in determination of Consolidated Fixed Charges.

Consolidated Interest Expense. For any period, without duplication, (a) the total Interest Expense of Parent Company and its Subsidiaries determined on a consolidated basis, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

Consolidated Tangible Net Worth. The amount by which Gross Asset Value exceeds Consolidated Total Indebtedness.

Consolidated Total Indebtedness. All Indebtedness of Parent Company and its Subsidiaries determined on a consolidated basis and shall include (without duplication) such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.

Contribution Agreement. That certain Contribution Agreement dated of even date herewith among QIPR, the Guarantors and each Additional Subsidiary Borrower which may hereafter become a party thereto, as the same may be modified, amended or ratified from time to time.

Conversion/Continuation Request. A notice given by the Borrowers to the Agent of its election to convert or continue a Loan in accordance with §4.1.

Corporate Credit Agreement. That certain First Amended and Restated Credit Agreement dated as of February 8, 2012, by and among QIPM, Quality Investment Properties, Suwanee, LLC, Quality Technology Services Metro II, LLC, Quality Technology Services, Suwanee II, LLC, QTLP, the lenders from time to time party thereto, KeyBank National Association, as administrative agent, and the other parties thereto, as amended by the First Amendment dated September 28, 2012.

Corporate Debt Yield. The quotient of (a) Adjusted Consolidated EBITDA, divided by (b) Consolidated Total Indebtedness, expressed as a percentage. For the purposes of calculating Corporate Debt Yield, when calculating Adjusted Consolidated EBITDA for Real Estate not owned and operated by Parent Company or any of its Subsidiaries for two (2) full fiscal quarters, the Adjusted Consolidated EBITDA attributable to such Real Estate shall be calculated in accordance with the terms and conditions of this Agreement by using the actual historical results for such Real Estate for the two (2) full fiscal quarters most recently ended as if the Real Estate had been owned by Parent Company or any of its Subsidiaries during such time.

Cross-Collateralize. With respect to any Person, shall mean (a) the granting of a Lien by such Person on all or a portion of the assets of such Person to secure Indebtedness owing by such Person to a lender and the granting of a Lien by such Person on the same group of assets to secure Indebtedness owing by such Person to (i) the same lender under a different agreement, note or other instrument or (ii) one or more other lenders, or (b) the granting of a Lien by such Person on more than one project (including its related assets) of such Person to secure

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Indebtedness owing by such Person to one or more lenders under one agreement, note or other instrument or (c) the granting of a Lien by such Person on all or a portion of its assets to secure Indebtedness owing by another Person.

Data Center Property. (i) Highly specialized, secure single or multi-tenant facilities used in whole or in substantial part for housing a large number of computer servers and the key infrastructure, including generators and heating, ventilation and air conditioning, or HVAC systems, necessary to power and cool the servers and ancillary office and storage space related thereto, (ii) any facilities used in whole or in substantial part for technological purposes similar to those described in sub-part (i) above including, without limitation, manufacturing of semi-conductors or other special purpose buildings requiring custom security or environmental controls, (iii) any office building that is part of a complex or group of buildings containing the types of facilities described in sub-parts (i) or (ii) above, and (iv) the Real Estate of QIPR located in Sandston, Virginia commonly known as 6000 Technology Boulevard, Sandston, Virginia 23150 which shall be used in whole or in part for the uses described in clauses (i) – (iii) above.

Debt Offering. The issuance and sale by Parent Company or any of its Subsidiaries of any debt securities of such Person.

Debtor Relief Laws. The Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

Default. See §12.1.

Default Rate. See §4.12.

Defaulting Lender. Subject to Section §2.14(g), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrowers or the Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Agent or the Borrowers, to confirm in writing to the Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian,

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conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section §2.14(g)) upon delivery of written notice of such determination to the Borrowers and each Lender.

Derivatives Contract. Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

Derivatives Termination Value. In respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Agent or any Lender).

Development Property. Any Real Estate owned or acquired by Parent Company and its Subsidiaries and on which such Person is pursuing construction of one or more buildings for use as a Data Center Property and for which construction is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant to the ordinary course of business of Parent Company and its Subsidiaries; provided that any Data Center Property will no longer be considered to be a Development Property at the earlier of (a) the date

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on which such Development Property’s capitalized value determined in accordance with GAAP exceeds its book value determined in accordance with GAAP, (b) the date on which all improvements related to the development of such Development Property have been substantially completed (excluding tenants improvements) for eighteen (18) months, or (c) the date upon which notice is received by Agent from Borrowers’ Representative that Borrowers elect to designate such Development Property as a Stabilized Property. Each individual phase of a given development will be considered a separate and distinct project for purposes of this definition.

Disclosed Competitor. Any of the companies listed on Schedule 1.3 attached hereto and made a part hereof.

Distribution. Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of Guarantors, a Borrower, or any of their respective Subsidiaries now or hereafter outstanding, except a dividend or distribution payable solely in Equity Interests of identical class to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of Guarantors, a Borrower, or any of their respective Subsidiaries now or hereafter outstanding (other than exchange of an Equity Interest for another Equity Interest of the same Person); and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Guarantors, a Borrower, or any of their respective Subsidiaries now or hereafter outstanding.

Dollars or $. Dollars in lawful currency of the United States of America.

Domestic Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.

Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Maturity Date, as applicable, is converted in accordance with §4.1.

EBITDA. With respect to Parent Company and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) for the purposes of calculating Consolidated Fixed Charges and Corporate Debt Yield only, Set-up Fees that are amortized over the term of the applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for

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officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, and (ii) merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, (a) corporate general and administrative expense of Parent Company shall be adjusted to an amount equal to the lesser of (1) ten percent (10.0%) of total revenues of Parent Company and its Subsidiaries, excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, or (2) actual corporate general and administrative expense until such time as the IPO Event has occurred, and (b) property management fees (also known as property level general and administrative expense) shall be adjusted to be the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R.

Eligible Real Estate. Real Estate:

(a) which is wholly-owned in fee (or leased under a ground lease acceptable to the Agent in its reasonable discretion) by a Borrower;

(b) which is located within the 50 States of the United States or the District of Columbia;

(c) which is improved by an income-producing Data Center Property;

(d) as to which all of the representations set forth in §6 of this Agreement concerning Mortgaged Property are true and correct;

(e) as to which the Agent and the Required Lenders, as applicable, have received and approved all Eligible Real Estate Qualification Documents, or will receive and approve them prior to inclusion of such Real Estate as a Mortgaged Property; and

(f) as to which, notwithstanding anything to the contrary contained herein, but subject to the last sentence of §5.3(a), the Agent and the Required Lenders have approved for inclusion in the Borrowing Base.

Eligible Real Estate Qualification Documents. See Schedule 1.2 attached hereto.

Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by any Borrower, any Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.

Entity Agreement. As defined in §7.21.

Environmental Engineer. A firm of independent professional engineers or other scientists generally recognized as expert in the detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to the Agent in its reasonable discretion.

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Environmental Laws. As defined in the Indemnity Agreements.

Equipment Lender. Caterpillar Financial Services Corporation.

Equipment Loan. A loan from Equipment Lender to QIPM in the original principal amount of $25,000,000 provided pursuant to the Equipment Loan Documents as the same may be amended, modified, increased, consolidated or restated.

Equipment Loan Documents. The Loan Agreement dated as of April 9, 2010 between Equipment Lender and QIPM and any other promissory notes, documents, agreements or instruments now or hereafter executed and delivered by or on behalf of QIPM or any other person or entity in connection with the Equipment Loan, as any of the same may be from time to time amended, extended, supplemented, consolidated, renewed, restated or otherwise modified.

Equity Interests. With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

Equity Offering. The issuance and sale after the Closing Date by Parent Company or any of its Subsidiaries of any Equity Interests of such Person.

Equity Percentage. The aggregate ownership percentage of a Borrower, a Guarantor or their respective Subsidiaries in each Unconsolidated Affiliate.

ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

ERISA Affiliate. Any Person which is treated as a single employer with Parent Company or its Subsidiaries under §414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.

Event of Default. See §12.1.

FATCA. Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations promulgated thereunder or official interpretations thereof.

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Federal Funds Effective Rate. For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”

Funds from Operations. With respect to any Person for any period, an amount equal to the Net Income (or Loss) of such Person for such period, computed in accordance with GAAP, excluding gains and losses from sales of property, non-cash impairment charges and non-cash charges and gains from Derivatives Contracts, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be recalculated to reflect funds from operations on the same basis. Funds from Operations shall be reported in accordance with NAREIT policies unless otherwise agreed to above in this definition.

GAAP. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles.

General Atlantic. General Atlantic REIT, Inc., a Maryland corporation.

General Partner. QualityTech GP, LLC, a Delaware limited liability company.

Governmental Authority. The government of the United States of America or any other nation, or of any political subdivision thereof whether state or local agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Gross Asset Value. On a consolidated basis for Parent Company and its Subsidiaries, Gross Asset Value shall mean the sum of (without duplication with respect to any Real Estate):

(i) the Adjusted Net Operating Income (but not less than zero) of any Real Estate owned by Parent Company or any of its Subsidiaries which is a Stabilized Property divided by the Capitalization Rate (expressed as a decimal); plus

(ii) the cost basis book value determined in accordance with GAAP of all Real Estate acquired by Parent Company or any of its Subsidiaries during the prior two (2) fiscal quarters most recently ended; plus

(iii) the book value determined in accordance with GAAP of all Development Properties owned by Parent Company or any of its Subsidiaries; plus

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(iv) the book value determined in accordance with GAAP of all Land Assets of Parent Company and its Subsidiaries, plus

(v) the aggregate amount of all Unrestricted Cash and Cash Equivalents of Parent Company and its Subsidiaries as of the date of determination; plus

(vi) the amount of cash contained in any accounts established by or for the benefit of Parent Company or its Subsidiaries to effectuate a tax-deferred exchange (also known as a “1031” exchange) in connection with the purchase and/or sale of all or a portion of Real Estate; plus

(vii) to the extent approved by Agent, the aggregate amount of all cash and Cash Equivalents (excluding amounts included in (vi)) above) of Parent Company and its Subsidiaries as of the date of determination that does not qualify as “Unrestricted” as defined in the definition of Unrestricted Cash and Cash Equivalents.

Gross Asset Value will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar quarter most recently ended prior to a date of determination. All income, expense and value associated with assets included in Gross Asset Value disposed of during the calendar quarter period most recently ended prior to a date of determination will be eliminated from calculations. Additionally, without limiting or affecting any other provision hereof, Gross Asset Value shall not include any income or value associated with Real Estate which is not operated or intended to be operated principally as a Data Center Property. Gross Asset Value will be adjusted to include an amount equal to Parent Company or any of its Subsidiaries’ pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate) of the Gross Asset Value attributable to any of the items listed above in this definition owned by such Unconsolidated Affiliate.

Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guarantors. Collectively, QTLP and QTS Richmond TRS together with any Additional Subsidiary Guarantor and, following the occurrence of the IPO Event, REIT.

Guarantor Joinder Agreement. The Guarantor Joinder Agreement with respect to the Guaranty, Contribution Agreement and Indemnity Agreement to be executed and delivered pursuant to §5.5, such Guarantor Joinder Agreement to be substantially in the form of Exhibit E-2 hereto.

Guaranty. The Unconditional Guaranty of Payment and Performance dated of even date herewith given by Guarantors to and for the benefit of Agent and the Lenders as the same may be modified, amended, restated or ratified, such Guaranty to be in form and substance satisfactory to the Agent.

Hazardous Substances. As defined in the Indemnity Agreements.

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Hedge Obligations. All obligations of Borrowers to any Lender Hedge Provider to make any payments, whether due on a scheduled payment date or earlier by reason of early termination thereof or otherwise under any agreement with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure attributable only to the Obligations, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified.

Increase Date. See §2.11(b).

Increase Notice. See §2.11(a).

Implied Debt Service. On any date of determination, an amount equal to the greater of (i) the annual principal and interest payment sufficient to amortize in full during a twenty-five (25) year period, a loan in an amount equal to the sum of the aggregate principal balance of the Loans as of such date, calculated using an interest rate equal to the greater of (a) the then current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination as determined by the Agent plus two percent (2.00%), or (b) 8.00%, or (ii) the actual annual interest that was paid by Borrowers under this Agreement for the preceding twelve (12) calendar months.

Indebtedness. With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than one hundred eighty (180) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligations of such Person as a lessee or obligor representing the principal portion under a Capitalized Lease; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment), but excluding any such reimbursement obligations to the extent such obligations have been cash collateralized; (e) Off-Balance Sheet Obligations; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding (i) any such obligation to the extent the obligation can be solely satisfied by the issuance of Equity Interests and (ii) any purchases of Real Estate, inventory or equipment in the ordinary course of business of such Person); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, and other similar exceptions to recourse liability until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any manner to invest directly

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or indirectly in a Person, to maintain working capital or equity capital of another Person or otherwise to maintain net worth, solvency or other financial condition of another Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliate) of any Unconsolidated Affiliate of such Person. “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141R, as issued by the Financial Accounting Standards Board in December of 2007. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venture only to the extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person). Indebtedness shall also include loans made pursuant to QTLP Subordinate Note; provided, however, that loans made pursuant to QTLP Subordinate Note shall be excluded from Indebtedness so long as no default, material misrepresentation or breach of warranty has occurred under QTLP Subordination and Standstill Agreement.

Indemnity Agreements. The Indemnity Agreement Regarding Hazardous Materials dated as of even date herewith made by the Guarantors, QIPR and each Additional Subsidiary Borrower in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which the Guarantors, QIPR and each Additional Subsidiary Borrower agree to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

Independent Director. With respect to a Borrower or any SPE Entity, means a natural person who is appointed as an independent manager or an independent director, as applicable, and who is not at the time of initial appointment as a director or manager or at any time while serving as a director or manager of a Borrower or any SPE Entity and has not been at any time during the five (5) years preceding such initial appointment:

(i) a stockholder, director (with the exception of serving as an Independent Director), officer, trustee, employee, partner, member, attorney or counsel of any Borrower or any SPE Entity, or its member or partner (with the exception of serving as a Special Member), or any Affiliate of either of them;

(ii) a creditor, customer, supplier, or other Person who derives any of its purchases or revenues from its activities with any Borrower or any SPE Entity, or its member, partners or shareholders, or any Affiliate of either of them;

(iii) a Person controlling or under common control with any Person excluded from serving as Independent Director under (i) or (ii) above; or

(iv) a member of the immediate family by blood or marriage of any Person excluded from serving as Independent Director under (i) or (ii) above.

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A natural person who satisfies the foregoing definition other than subparagraph (ii) shall not be disqualified from serving as an Independent Director of a Borrower or SPE Entity if such individual is an Independent Director provided by a nationally-recognized company that provides professional independent directors (a “Professional Independent Director”) and other corporate services in the ordinary course of its business. A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent director of a “special purpose entity” affiliated with any Borrower or SPE Entity shall not be disqualified from serving as an Independent Director of a Borrower or SPE Entity if such individual is either (a) a Professional Independent Director or (b) the fees that such individual earns from serving as independent director of Affiliates of any Borrower or SPE Entity in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. Notwithstanding the immediately preceding sentence, an Independent Director may not simultaneously serve as Independent Director of a Borrower or SPE Entity and as Independent Director of any special purpose entity that owns a direct or indirect equity interest in any Borrower or SPE Entity.

Insurance Proceeds. All insurance proceeds, damages and claims and the right thereto under any insurance policies relating to any portion of any Collateral, net of all reasonable and customary amounts actually expended to collect the same.

Interest Expense. For any period with respect to Parent Company and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under an interest reserve pursuant to a specific debt obligation, together with the interest portion of payments on Capitalized Leases, plus (b) Parent Company’s and its Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period. Interest Expense shall exclude interest paid pursuant to the QTLP Subordinate Note.

Interest Payment Date. As to each Base Rate Loan, the first (1^st) day of each calendar month during the term of such Base Rate Loan, and as to each LIBOR Rate Loan, the last day of the Interest Period for such LIBOR Loan and, if such Interest Period has a duration of more than three months, at three-month intervals following the first day of such Interest Period.

Interest Period. With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending 7 days thereafter or one, two, three or, if available to all Lenders, six months thereafter (provided, however, until the completion of the syndication of the Loan as determined by Agent, the interest period for any LIBOR Rate Loan shall be one month), and (b) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrowers in a Loan Request or Conversion/Continuation Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank practice in London;

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(ii) if the Borrowers shall fail to give notice as provided in §4.1, the Borrowers shall be deemed to have requested a continuation of the affected LIBOR Rate Loan as a LIBOR Rate Loan on the last day of the then current Interest Period with respect thereto as provided in and subject to the terms of §4.1(c);

(iii) any Interest Period (other than an Interest Period having a duration of 7 days) pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month; and

(iv) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date.

Investments. With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit (other than endorsements for collection) to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term “Investment” shall not include (i) inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof.

IPO Event. The formation of REIT and the initial public offering of stock in REIT and the registration of REIT as a public company with the SEC.

Land Assets. Land with respect to which the commencement of grading, construction of improvements (other than improvements that are not material and are temporary in nature) or infrastructure has not yet commenced and for which no such work is reasonably scheduled to commence within the following twelve (12) months.

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Leases. Leases and all subleases, tenancies, shared space agreements, master space agreement, frame agreements, occupancies, licenses and agreements, whether written or oral, relating to the use or occupation of space in any Building or of any Real Estate.

Lender Hedge Provider. With respect to any Hedge Obligations, any counterparty thereto that, at the time the applicable hedge agreement was entered into, was a Lender or an Affiliate of a Lender.

Lenders. Regions, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18); and collectively, the Revolving Credit Lenders.

LIBOR. For any LIBOR Rate Loan for any Interest Period, the average rate as shown in Reuters Screen LIBOR01 Page (or any successor service, or if such Person no longer reports such rate as determined by Agent, by another commercially available source providing such quotations approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service or such other Person approved by Agent described above no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Loan. For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

LIBOR Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.

LIBOR Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans.

LIBOR Rate Loans. Collectively, the Revolving Credit LIBOR Rate Loans.

Lien. See §8.2.

Loan Documents. This Agreement, the Notes, the Guaranty, the Contribution Agreement, the Security Documents and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrowers or the Guarantors in connection with the Loans.

Loan Request. See §2.7.

Loan and Loans. An individual loan or the aggregate loans (including a Revolving Credit Loan (or Loans) to be made by the Lenders hereunder. All Loans shall be made in Dollars.

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Management Agreements. Collectively, (i) that certain Property Management Assistance Agreement, dated as of November 1, 2010, by and between QTLP and QIPR, (ii) that certain Special Services Assistance Agreement, dated as of November 1, 2010, by and between Quality Technology Services Holding, LLC and QTS Richmond TRS, (iii) that certain Special Services and Collection Agreement, dated as of November 1, 2010, by and between QTS Richmond TRS and QIPR, and (iv) any management agreements entered into by and between any Borrower and a Subsidiary of Parent Company, pursuant to which a manager is to provide any similar management or other service with respect to the applicable Mortgaged Property or to receive separate consideration from the tenants or licensees of a Mortgaged Property, provided any such Management Agreement shall be subject to the approval of Agent, which shall not be unreasonably withheld, conditioned or delayed.

Material Action. To file any insolvency, or reorganization case or proceeding, to institute proceedings to have any Borrower or any SPE Entity be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against such Borrower or SPE Entity, to file a petition seeking or consent to, reorganization or relief with respect to such Borrower or SPE Entity under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for the Borrower or any SPE Entity or a substantial part of its property, to make any assignment for the benefit of creditors of such Borrower or SPE Entity, to admit in writing such Borrower’s or SPE Entity’s inability to pay its debts generally as they become due, or to take action in furtherance of any of the foregoing.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Guarantors and their Subsidiaries considered as a whole; (b) the ability of Borrowers or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Agreements. Each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of a Mortgaged Property, including, without limitation (a) those needed to deliver services guaranteed at the Mortgaged Property under the Leases, or (b) under which there is an obligation of a Borrower to pay more than $200,000 per annum. Material Agreements shall not include the Management Agreements or the Leases.

Material Environmental Matter. See §6.20(a).

Maturity Date. December 18, 2015, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof, or such later date to which the Maturity Date may be extended pursuant to §2.15.

Monthly Recurring Charges. For any period, the amount due under Leases for a Mortgaged Property for recurring rent and services as shown under the heading of “MRR” on the Rent Roll for such Mortgaged Property, and which shall be calculated in a manner consistent with the Rent Roll delivered to the Agent in connection with the execution of this Agreement.

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Moody’s. Moody’s Investors Service, Inc.

Mortgaged Property or Mortgaged Properties. The Eligible Real Estate owned or leased pursuant to a ground lease approved by the Agent, by a Borrower which is security for the Obligations and the Hedge Obligations pursuant to the Mortgages. As of the Closing Date, only the Richmond Property is a “Mortgaged Property.”

Mortgages. The Mortgages, Deeds to Secure Debt and/or Deeds of Trust from a Borrower to the Agent for the benefit of the Lenders (or to trustees named therein acting on behalf of the Agent for the benefit of the Lenders and the Lender Hedge Providers), as the same may be modified or amended, pursuant to which such Borrower has conveyed or granted a mortgage lien upon or a conveyance in fee simple (or of a leasehold, if applicable) of a Mortgaged Property as security for the Obligations and the Hedge Obligations, each such mortgage entered into after the date hereof to be substantially in the form of the initial Mortgage executed and delivered by QIPR in connection with this Agreement, with such changes thereto as Agent may require as a result of state law or practice.

Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by any Borrower, any Guarantor or any ERISA Affiliate.

Net Income (or Loss). With respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

Net Offering Proceeds. The gross cash proceeds received by Parent Company or any of its Subsidiaries as a result of an Equity Offering less the customary and reasonable costs, expenses, fees, commissions and discounts paid by Parent Company or such Subsidiary in connection therewith.

Net Operating Income. For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees paying rent, and termination fees received for such period of not greater than one percent (1.0%) of the aggregate Monthly Recurring Charges for such period (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of Parent Company and its Subsidiaries, any property management fees and non-recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an

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amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment obligations under their lease unless such tenants or licensees have made a payment of such amounts in each month due other than amounts contested, in which case only amounts contested and not paid are excluded, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding. The Guarantors’ pro rata share of the Net Operating Income of Unconsolidated Affiliates of the Guarantors shall be included in determinations of Net Operating Income for the purposes of the calculation of Gross Asset Value. Notwithstanding anything to the contrary contained herein, Set-up Fees that are amortized over the term of the applicable Lease shall be included in determinations of Net Operating Income for the calculation of Borrowers Debt Yield and Borrowing Base Debt Service Coverage Ratio.

Non-Defaulting Lender. At any time, any Lender that is not a Defaulting Lender at such time.

Non-Recourse Exclusions. With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional misrepresentation, misapplication of funds, gross negligence or willful misconduct, (ii) result from intentional mismanagement of or waste at the Real Property securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Substances on the Real Property securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document), (v) are the result of unpaid amounts that could result in the creation of a Lien on the Real Property securing the Non-Recourse Indebtedness, (vi) arise from the filing of a petition under the Bankruptcy Code or seeking relief under other laws relating to insolvency or protection from creditors, (vii) arise from asserting defenses to the Non-Recourse Indebtedness that are without merit or unwarranted, (viii) arise from the forfeiture under any law of the Real Property securing the Non-Recourse Indebtedness, (ix) arise from the failure of any borrower or guarantor of the Non-Recourse Indebtedness to maintain its status as a single purpose entity, or (x) arise from the failure to obtain any required consent of the lender of the Non-Recourse Indebtedness to any other debt or voluntary lien encumbering the Real Property securing the Non-Recourse Indebtedness.

Non-Recourse Indebtedness. Indebtedness of Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment (other than a Mortgaged Property, any interest therein or equipment relating thereto) and which is not a general obligation of such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse

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Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of a Subsidiary of Parent Company that is not a Borrower or of an Unconsolidated Affiliate which is a special purpose entity that is recourse solely to such Subsidiary or Unconsolidated Affiliate, which is not cross-defaulted to other Indebtedness of the Borrowers or Guarantors and which does not constitute Indebtedness of any other Person (other than such Subsidiary or Unconsolidated Affiliate which is the borrower thereunder).

Notes. The Revolving Credit Notes.

Notice. See §19.

Obligations. All indebtedness, obligations and liabilities of the Borrowers and the Guarantors to any of the Lenders or the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

OFAC. Office of Foreign Asset Control of the Department of the Treasury of the United States of America.

Off-Balance Sheet Obligations. Liabilities and obligations of Parent Company, any of its Subsidiaries or any other Person in respect of “off-balance sheet arrangements” (as defined in the SEC Off-Balance Sheet Rules) which Parent Company would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Parent Company’s report on Form 10-Q or Form 10-K (or their equivalents) which Parent Company is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefore). As used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

Parent Company. QTLP or, following the occurrence of the IPO Event, REIT.

Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.

PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

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Permitted Debt. Indebtedness permitted by §8.1.

Permitted Liens. Liens, security interests and other encumbrances permitted by §8.2.

Permitted Refinancing. As to any Indebtedness, the incurrence of other Indebtedness to refinance, extend, renew, defease, restructure, replace or refund (collectively, “refinance”) such existing Indebtedness; provided that, in the case of such other Indebtedness, the following conditions are satisfied: (a) the weighted average life to maturity of such refinancing Indebtedness shall be greater than or equal to the weighted average life to maturity of the Indebtedness being refinanced; (b) the principal amount of such refinancing Indebtedness shall be less than or equal to the principal amount (including any accreted or capitalized amount) then outstanding of the Indebtedness being refinanced, plus any required premiums and other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by any amount equal to any existing commitments unutilized thereunder; (c) there shall be no obligors in respect of the refinancing Indebtedness that were not obligors in respect of the Indebtedness being refinanced; (d) the security, if any, for the refinancing Indebtedness shall be the same as that for the Indebtedness being refinanced (except to the extent that less security is granted to holders of refinancing Indebtedness); and (e) no material terms (other than interest rate) applicable to such refinancing Indebtedness or, if applicable, the related security or guarantees of such refinancing Indebtedness (including covenants, events of default, remedies, acceleration rights) shall be, taken as a whole, materially more favorable to the refinancing lenders than the terms that are applicable under the instruments and documents governing the Indebtedness being refinanced.

Permitted Transferee. With respect to Chad L. Williams, (i) any transfer to the spouse of such Person; (ii) any transfer to a lineal descendant, natural or adopted, of such Person or to the spouse of any such lineal descendant; and (iii) any transfer to the trustee of a trust, to a partnership or to any other entity, for the substantial benefit of such Person and/or one or more Persons described in clauses (i) or (ii) above, in each case done for bona fide estate planning purposes.

Person. Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

Plan Assets. Assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

Potential Collateral. Any property of a Subsidiary of the Parent which is not at the time included in the Collateral and which consists of (i) Eligible Real Estate, or (ii) Real Estate which is capable of becoming Eligible Real Estate through the approval of the Required Lenders and the completion and delivery of Eligible Real Estate Qualification Documents other than, in the case of clauses (i) and (ii), property of QIPM, unless both the Equipment Loan and Bond have been indefeasibly paid in full.

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Preferred Distributions. For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by Parent Company or any of its Subsidiaries. Preferred Distributions shall not include dividends or distributions paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests.

Preferred Securities. With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.

Pricing Level. Such term shall have the meaning established within the definition of Applicable Margin.

QIPM. Quality Investment Properties Metro, LLC, a Delaware limited liability company.

QTLP. QualityTech, LP, a Delaware limited partnership.

QTLP Subordinate Debt. All amounts loaned to QTLP and which are subject to QTLP Subordination and Standstill Agreement.

QTLP Subordinate Note. The promissory note dated October 23, 2009 payable by QTLP to the order of Chad L. Williams and QT Group in the outstanding principal amount of $26,352,209 as of September 30, 2012, which evidences QTLP Subordinate Debt.

QTLP Subordination and Standstill Agreement. The Subordination and Standstill Agreement dated as of the date of this Agreement, by and between QTLP, Agent, Chad L. Williams, and QT Group, which relates to QTLP Subordinate Debt, as the same may be modified or amended.

QTS Richmond TRS. Quality Technology Services Richmond II, LLC, a Delaware limited liability company.

Real Estate. All real property at any time owned or leased (as lessee or sublessee) by Parent Company or any of its Subsidiaries, including, without limitation, the Mortgaged Properties.

Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Agent with respect to any Loan referred to in such Note.

Recourse Indebtedness. As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to Guarantors or any of their Subsidiaries. Recourse Indebtedness shall not include Non-Recourse Indebtedness.

Regions. As defined in the preamble hereto.

Register. See §18.2.

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REIT. The real estate investment trust or corporation that will be the general partner of QTLP (or the 100% parent of such general partner) after the IPO Event.

REIT Status. With respect to a Person, its status as a real estate investment trust as defined in §856(a) of the Code.

Release. See §6.20(c)(iii).

Rent Roll. A report prepared by the Borrowers showing for each Mortgaged Property owned or leased by Borrowers, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date of this Agreement or in such other form as may be reasonably acceptable to the Agent.

Required Lenders. As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six and 7/10 percent (66.7%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders.

Required Permits. Each building permit, certificate of occupancy (or equivalent), environmental permit, air emission or air quality permit, utility permit, land use permit, wetland permit and any other permits, approvals or licenses issued by any Governmental Authority which are required in connection the construction or operation of any of the Mortgaged Properties.

Reserve Percentage. For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.

Revolving Credit Base Rate Loans. Revolving Credit Loans bearing interest calculated by reference to the Base Rate.

Revolving Credit Commitment. With respect to each Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the amount of such Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans to the Borrowers, as the same may be changed from time to time in accordance with the terms of this Agreement.

Revolving Credit Commitment Percentage. With respect to each Revolving Credit Lender, the percentage set forth on Schedule 1.1 hereto as such Revolving Credit Lender’s percentage of the Total Revolving Credit Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Revolving Credit Commitments of the Revolving Credit Lenders have been terminated as provided in this Agreement, then the Revolving Credit Commitment of each Revolving Credit Lender shall be

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determined based on the Revolving Credit Commitment Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Revolving Credit Lenders. Collectively, the Lenders which have a Revolving Credit Commitment, the initial Revolving Credit Lenders being identified on Schedule 1.1 hereto.

Revolving Credit LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated by reference to LIBOR.

Revolving Credit Loan or Loans. An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, in the maximum principal amount of $80,000,000 (subject to increase as provided in §2.11) to be made by the Revolving Credit Lenders hereunder as more particularly described in §2.

Revolving Credit Notes. See §2.1(b).

Richmond Property. The property owned by QIPR in Sandston, Virginia commonly known as 6000 Technology Boulevard, Sandston, Virginia 23150.

SEC. The federal Securities and Exchange Commission.

Secured Debt. With respect to Guarantors or any of their Subsidiaries as of any given date, the aggregate principal amount of all Indebtedness of such Persons on a Consolidated basis outstanding at such date and that is secured in any manner by any Lien.

Security Documents. Collectively, the Borrower Joinder Agreements, the Guarantor Joinder Agreements, the Mortgages, the Assignments of Leases and Rents, the Indemnity Agreements, UCC-1 financing statements and any further collateral assignments to the Agent for the benefit of the Lenders.

Set-up Fees. Amounts paid by a tenant or licensee under the Leases for installation and other set-up activities performed by a Borrower or an Additional Subsidiary Guarantor.

Single Purpose Entity. As defined in §7.21.

S&P. Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services limited liability company business.

SPE Entity. Any Person that is an owner of an equity interest in a Borrower which Agent reasonably requires to be a Single Purpose Entity.

Special Member. Upon such Person’s admission to any Borrower or any SPE Entity that is a single member Delaware limited liability company, a person acting as a Springing Member pursuant to the operating agreement of such Borrower or SPE Entity, in such Person’s capacity as a member of such Borrower or SPE Entity.

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Springing Member. With respect to any Borrower or any SPE Entity that is a single member Delaware limited liability company, a Person who is not a member of such Borrower or SPE Entity but who has signed the Entity Agreement of such Borrower or SPE Entity in order that, upon the conditions set forth in such Entity Agreement, such Person can become a Special Member without any delay in order that at all times such Borrower or SPE Entity shall have at least one member.

Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, Borrowers may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property.

State. A state of the United States of America and the District of Columbia.

Subordination, Attornment and Non-Disturbance Agreement. An agreement, entered into at the request of Agent, among the Agent, a Borrower and a tenant or licensee under a Lease pursuant to which such tenant or licensee agrees to subordinate its rights under the Lease to the lien or security title of the applicable Mortgage and agrees to recognize the Agent or its successor in interest as landlord under the Lease in the event of a foreclosure under such Mortgage, and the Agent agrees to not disturb the possession of such tenant or licensee, such agreement to be in form and substance reasonably satisfactory to Agent.

Subsidiary. For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

Survey. An instrument survey of each parcel of Mortgaged Property prepared by a registered land surveyor which shall show the location of all buildings, structures, easements and utility lines on such property, shall be sufficient to remove the standard survey exception from the Title Policy, shall show that all buildings and structures are within the lot lines of the Mortgaged Property and shall not show any encroachments by others (or to the extent any encroachments are shown, such encroachments shall be acceptable to the Agent in its reasonable discretion), shall show rights of way, adjoining sites, establish building lines and street lines, the distance to and names of the nearest intersecting streets and such other details as the Agent may reasonably require; and shall show whether or not the Mortgaged Property is located in a flood hazard district as established by the Federal Emergency Management Agency or any successor agency or is located in any flood plain, flood hazard or wetland protection district established under federal, state or local law and shall otherwise be in form and substance reasonably satisfactory to the Agent.

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Surveyor Certification. With respect to each parcel of Mortgaged Property, a certificate executed by the surveyor who prepared the Survey with respect thereto, dated as of a recent date and containing such information relating to such parcel as the Agent or the Title Insurance Company may reasonably require, such certificate to be reasonably satisfactory to the Agent in form and substance.

Taking. The taking or appropriation (including by deed in lieu of condemnation) of any Mortgaged Property, or any part thereof or interest therein, whether permanently or temporarily, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner or any damage or injury or diminution in value through condemnation, inverse condemnation or other exercise of the power of eminent domain.

Title Insurance Company. First American Title Insurance Company and/or any other title insurance company or companies approved by the Agent and the Borrowers’ Representative.

Titled Agents. Each of the Arrangers, and any syndication agent or documentation agent.

Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that a Borrower holds marketable fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Real Estate is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) a “first loss” endorsement, and (viii) a utility facilities endorsement.

Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the Total Commitment is Eighty Million and No/100 Dollars ($80,000,000). The Total Commitment may increase in accordance with §2.11.

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Total Revolving Credit Commitment. The sum of the Revolving Credit Commitments of the Revolving Credit Lenders, as in effect from time to time. As of the date of this Agreement, the Total Revolving Credit Commitment is Eighty Million and No/100 Dollars ($80,000,000). The Total Revolving Credit Commitment may increase in accordance with §2.11.

Transfer. Any sale, conveyance, assignment, alienation, mortgage, hypothecation, encumbrance, grant or a lien over or a security interest in, pledge or other transfer.

Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

Unconsolidated Affiliate. In respect of any Person, any other Person in whom such Person holds an Investment, (a) which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the consolidated financial statements of such first Person, or (b) which is not a Subsidiary of such first Person.

Unhedged Variable Rate Debt. Any Indebtedness with respect to which the interest rate is not fixed or capped (or hedged to a fixed or capped rate) for the entire term of such Indebtedness to maturity.

Unrestricted Cash and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves or Liens or claims of any kind in favor of any Person.

Unsecured Debt. Indebtedness of Parent Company and its Subsidiaries outstanding at any time which is not Secured Debt.

Wholly Owned Subsidiary. As to a Person, any Subsidiary of Parent Company that is directly or indirectly owned 100% by such Person.

§1.2 Rules of Interpretation.

(a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.

(b) The singular includes the plural and the plural includes the singular.

(c) A reference to any law includes any amendment or modification of such law.

(d) A reference to any Person includes its permitted successors and permitted assigns.

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(e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer.

(f) The words “include”, “includes” and “including” are not limiting.

(g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted.

(h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of Georgia, have the meanings assigned to them therein.

(i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated.

(j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

(k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers, Guarantors or Agent, the Borrowers, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

(l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Borrower or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such

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that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Closing Date and any similar lease entered into after the date of this Agreement by such Person shall be accounted for as obligations relating to an operating lease under GAAP as in effect on the Closing Date.

§2. THE CREDIT FACILITY.

§2.1 Revolving Credit Loans.

(a) Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrowers, and the Borrowers may borrow (but may not repay and reborrow amounts repaid other than amounts repaid pursuant to §3.2) from time to time between the Closing Date and the Maturity Date upon notice by the Borrowers to the Agent given in accordance with §2.7, such sums as are requested by the Borrowers for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Revolving Credit Lender’s Revolving Credit Commitment and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Borrowing Base Availability (giving effect to the amount of all Outstanding Revolving Credit Loans); provided, that, in all events the maximum Outstanding principal balance of the Revolving Credit Loans shall not exceed the Borrowing Base Availability; and provided, further that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested) shall not at any time exceed the Total Revolving Credit Commitment or cause a violation of the covenants set forth in §9.1, §9.2 or §9.3. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that all of the conditions required of Borrowers set forth in §10 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to Borrowers in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note.

(b) The Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrowers in substantially the form of Exhibit A hereto (collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except as otherwise provided in §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Revolving Credit Lender in the principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment. The Borrowers irrevocably authorize Agent to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Revolving Credit Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due.

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§2.2 [Intentionally Omitted].

§2.3 Facility Unused Fee. The Borrowers agree to pay to the Agent for the account of the Revolving Credit Lenders (other than a Defaulting Lender for such period of time as such Lender is a Defaulting Lender) in accordance with their respective Revolving Credit Commitment Percentages a facility unused fee calculated at the rate per annum as set forth below on the average daily amount by which the Total Revolving Credit Commitment exceeds the outstanding principal amount of Revolving Credit Loans during each calendar quarter or portion thereof commencing on the date hereof and ending on the Maturity Date. The facility unused fee shall be calculated for each day based on the ratio (expressed as a percentage) of (a) the average daily amount of the outstanding principal amount of the Revolving Credit Loans (other than Revolving Credit Loans made by a Defaulting Lender) during such quarter to (b) the Total Revolving Credit Commitment (other than Revolving Credit Commitments made by a Defaulting Lender), and if such ratio is less than fifty percent (50%), the facility unused fee shall be payable at the rate of 0.35%, and if such ratio is equal to or greater than fifty percent (50%), the facility unused fee shall be payable at the rate of 0.25%. The facility unused fee shall be payable quarterly in arrears on the first (1^st) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate as provided in §2.4, with a final payment on the Maturity Date.

§2.4 Termination of the Revolving Credit Commitments. The Borrowers shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent to terminate in full the Total Revolving Commitment. Upon the effective date of any such termination, the Borrowers shall pay to the Agent for the respective accounts of the Revolving Credit Lenders the full amount of all of the Revolving Credit Loans outstanding on such date, together with all accrued and unpaid interest, additional amounts payable pursuant to §4.8, and any facility fee payable pursuant to §2.3. Partial reductions of the Revolving Credit Commitments shall not be permitted hereunder.

§2.5 [Intentionally Omitted].

§2.6 Interest on Loans.

(a) Each Revolving Credit Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Revolving Credit Base Rate Loan is repaid or converted to a Revolving Credit LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans.

(b) Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for LIBOR Rate Loans.

(c) The Borrowers promise to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.

(d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.

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§2.7 Requests for Revolving Credit Loans. Except with respect to the initial Revolving Credit Loan on the Closing Date, the Borrowers’ Representative shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit G hereto (or telephonic notice confirmed in writing in the form of Exhibit G hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Atlanta time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR Rate Loans. Each such notice shall specify with respect to the requested Revolving Credit Loan the proposed principal amount of such Revolving Credit Loan, the Type of Revolving Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §2.9) and (ii) a certification by the chief financial officer or chief accounting officer of Parent Company that the Borrowers and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making and use of such Revolving Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept the Revolving Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrowers from seeking recourse against any Revolving Credit Lender that fails to advance its proportionate share of a requested Revolving Credit Loan as required by this Agreement. Each Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a Revolving Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof; provided, however, that there shall be no more than five (5) Revolving Credit LIBOR Rate Loans outstanding at any one time.

§2.8 Funds for Loans.

(a) Not later than 1:00 p.m. (Atlanta time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Revolving Credit Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1 or §2.2. Upon receipt from each such Revolving Credit Lender of such amount, and upon receipt of the documents required by §10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Revolving Credit Lenders at the account specified by the Borrowers’ Representative in the Loan Request. The failure or refusal of any Revolving Credit Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date of any Revolving Credit Loans the amount of its Commitment Percentage of the requested Loans shall not relieve any other

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Revolving Credit Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrowers the amount of its or their Commitment Percentage for such Loans as provided in §12.5.

(b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans that such Lender will not make available to Agent such Lender’s Commitment Percentage of a proposed Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrowers, and the Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate.

§2.9 Use of Proceeds. The Borrowers will use the proceeds of the Loans solely (a) to pay closing costs in connection with this Agreement, (b) to finance the retrofit of a former semiconductor fabrication facility into a Data Center Property consisting of four buildings totaling 1.3 million square feet located on the Richmond Property, and (c) repay Loans outstanding under (and as defined in) the Corporate Credit Agreement.

§2.10 [Intentionally Omitted].

§2.11 Increase in Total Commitment.

(a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time before the date that is one (1) year prior to the Maturity Date to request an increase in the Total Revolving Credit Commitment in increments of $5,000,000 by an aggregate amount of increases to the Total Revolving Credit Commitment of up to $45,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, would result in a maximum Total Commitment of $125,000,000), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by Borrowers shall constitute a representation and warranty by the Borrowers that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, (2) as a new revolving tranche having the same terms

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as the then existing Revolving Credit Commitments, or (3) any combination thereof in a manner satisfactory to the Agent, and the existing or additional Revolving Credit Lenders providing such additional Revolving Credit Commitments.

(b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrowers of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, in connection with such increase in the Total Revolving Credit Commitment. If the Borrowers agree to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Revolving Credit Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on such basis as the Agent and the Arrangers shall determine after consultation with Borrowers’ Representative. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrowers, then the Agent, Arrangers or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arrangers and Borrowers’ Representative) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the “Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment.

(c) On any Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Increase Date) of the outstanding principal amount of all Revolving Credit Loans. On any Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. Borrowers further agree to pay the Breakage Costs, if any, resulting from any Commitment Increase.

(d) Upon the effective date of each increase in the Total Revolving Credit Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall execute and deliver to the Agent new Revolving Credit Notes for each Lender

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whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes. Within five (5) days of issuance of any new Revolving Credit Notes pursuant to this §2.11(d), if required by the Agent, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrowers.

(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment:

(i) Payment of Activation Fee. The Borrowers shall pay (A) to the Agent those fees described in and contemplated by the Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to Regions Capital Markets, in its capacity as an Arranger, such facility fees as the Revolving Credit Lenders who are providing an additional Commitment may require to increase the aggregate Revolving Credit Commitment which fees shall, when paid, be fully earned and non-refundable under any circumstances. Regions Capital Markets, in its capacity as an Arranger, shall pay to the Lenders acquiring the applicable Commitment Increase certain fees pursuant to their separate agreement; and

(ii) No Default. On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total Revolving Credit Commitment is increased, there shall exist no Default or Event of Default; and

(iii) Representations True. The representations and warranties made by the Borrowers and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrowers or the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the date of such Increase Notice and on the date the Total Revolving Credit Commitment is increased, both immediately before and after the Total Revolving Credit Commitment is increased, except that if any representation and warranty is as of a specified date, such representation and warranty shall be true and correct in all material respects as of such date; and

(iv) Additional Documents and Expenses. The Borrowers and the Guarantors shall execute and deliver to Agent and the Lenders such additional documents (including, without limitation, amendments to the Security Documents), instruments,

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certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, and the Borrowers and the Guarantors shall pay the cost of any mortgagee’s title insurance policy or any endorsement or update thereto or any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with such increase; and

(v) Other. The Borrowers and the Guarantors shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion.

§2.12 [Intentionally Omitted].

§2.13 Termination of Agreement. This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) none of the Lenders is obligated any longer under this Agreement to make any Loans and (c) all Obligations (other than obligations which survive as provided in the following proviso and as set forth in Section 15 and Section 16) and Hedge Obligations have been paid and satisfied in full.

§2.14 Defaulting Lenders.

(a) If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent or the Borrowers under this Agreement or applicable law, except as otherwise provided under §27, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrowers may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.14(d). Notwithstanding anything else provided herein or otherwise, no limitation on such Defaulting Lender’s right to participate in the administration of the Loans shall mean or be deemed to limit or otherwise impair, such Defaulting Lender’s right to attend, but not participate or vote (except as otherwise provided under §27), in any bank meeting or to request or receive any information in connection with or as provided under any of the Loan Documents.

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(b) Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting Lender’s Commitment at par. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrowers no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitment in proportion to the Commitments of the other Lenders exercising such right. If after such fifth (5th) Business Day, the Lenders have not elected to purchase all of the Commitment of such Defaulting Lender, then the Borrowers (so long as no Default or Event of Default exists) or the Required Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand (but shall have no obligation to so demand) that such Defaulting Lender assign its Commitment to an eligible assignee subject to and in accordance with the provisions of §18.1 for the purchase price provided for below and upon any such demand such Defaulting Lender shall comply with such demand and shall consummate such assignment (subject to and in accordance with the provisions of §18.1). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible assignee. Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §18.1 have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement. The purchase price for the Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrowers to the Defaulting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees. Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to §2.14(d).

(c) [Intentionally Omitted].

(d) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting Lender pursuant to §13), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrowers, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy obligations of such Defaulting Lender to fund Loans; fourth, to the payment of any amounts owing to the Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Agent or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach

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of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans were made at a time when the conditions set forth in §10 and §11, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis until such time as all Loans are held by the Lenders pro rata in accordance with their Revolving Credit Commitment Percentages prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this §2.14(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement.

(e) [Intentionally Omitted].

(f) (i) Each Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive, and the Borrowers shall not be required to pay, any facility unused fee pursuant to §2.3 for any period during which that Revolving Credit Lender is a Defaulting Lender.

(ii) [Intentionally Omitted].

(iii) [Intentionally Omitted].

(g) If the Borrowers (so long as no Default or Event of Default exists) and the Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

§2.15 Extension of the Maturity Date. The Borrowers shall have the right, exercisable one time, to extend the Maturity Date by one year. To exercise such right the Borrowers’ Representative shall execute and deliver a written request (the “Extension Request”) to the Agent at least forty-five (45) days but not more than ninety (90) days prior to the Maturity Date. The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for one year effective upon receipt by the Agent of the

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Extension Request and payment of the fee referred to in the following clause (z): (w) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, and (B) the representations and warranties made or deemed made by each of the Borrowers and the Guarantors in any Loan Document to which such Person is a party shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the effective date of such extension, except to the extent such representation and warranty is as of a specific date in which case such representation and warranty shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date and except to the extent of changes resulting from transactions permitted by the Loan Documents, (x) Agent’s receipt of evidence reasonably satisfactory to it that each Title Policy continues to be effective upon the extension of the Maturity Date, including receipt of any endorsement to each Title Policy required for the continued effectiveness of such Title Policy, (y) Agent shall have obtained an Appraisal of each Mortgaged Property, which Appraisals shall have been issued no more than six (6) months prior to the Maturity Date and reviewed and approved by the appraisal department of the Agent and (z) the Borrowers shall have paid to the Agent for the account of each Lender an extension fee in an amount equal to one quarter of one percent (0.25%) of such Lender’s Commitment (whether or not utilized) and to the Agent all reasonable out-of-pocket costs of the Appraisals. At any time prior to the effectiveness of any such extension, upon the Agent’s request, the Borrowers’ Representative shall deliver to the Agent a certificate from the chief financial officer or accounting officer of the Borrowers’ Representative certifying the matters referred to in the immediately preceding clauses (w)(A) and (w)(B).

§3. REPAYMENT OF THE LOANS.

§3.1 Stated Maturity. The Borrowers promise to pay on the Maturity Date and there shall become absolutely due and payable on the Maturity Date all of the Revolving Credit Loans outstanding on such date, together with any and all accrued and unpaid interest thereon.

§3.2 Mandatory Prepayments. If at any time the sum of the aggregate outstanding principal amount of the Revolving Credit Loans exceeds (a) the Total Revolving Credit Commitment or (b) the Borrowing Base Availability (giving effect to the amount of all Outstanding Revolving Credit Loans), then the Borrowers shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders, as applicable, for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8. In the event there shall have occurred a casualty with respect to any Mortgaged Property and the Borrowers are required to repay the Loans pursuant to §7.7 or a Taking and the Borrowers are required to repay the Loans pursuant to §7.7, the Borrowers shall prepay the Loans concurrently with the date of receipt by such Borrower or the Agent of any Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable, or as soon thereafter as is reasonably practicable, in the amount required pursuant to the relevant provisions of §7.7.

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§3.3 Optional Prepayments.

(a) The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Revolving Credit Loans in whole, but not in part, at any time without penalty or premium so long as all Revolving Credit Commitments are terminated in full concurrently with such prepayment; provided, that if any prepayment of the outstanding amount of any Revolving Credit LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8.

(b) [Intentionally Omitted].

(c) The Borrowers shall give the Agent, no later than 10:00 a.m. (Atlanta time) at least three (3) days’ prior written notice of any prepayment pursuant to this §3.3 of LIBOR Rate Loans unless a shorter notice period is agreed to in writing by the Agent, and one Business Days’ prior written notice of any prepayment pursuant to this §3.3 of Base Rate Loans, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent).

§3.4 Application of Prepayments. Each prepayment of the Loans under §3.3 shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment. Each partial payment under §3.2 shall be applied first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans.

§3.5 [Intentionally Omitted].

§3.6 Effect of Prepayments. Amounts of the Revolving Credit Loans prepaid under §3.2 prior to the Maturity Date may be reborrowed as provided in §2.

§4. CERTAIN GENERAL PROVISIONS.

§4.1 Conversion Options.

(a) The Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrowers’ Representative shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers’ Representative shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Revolving Credit LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of

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$100,000.00 or a Revolving Credit LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrowers.

(b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default.

(c) In the event that the Borrowers do not notify the Agent of their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

§4.2 Fees. The Borrowers and the Guarantors agree to pay to Regions and Agent for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated as of December 19, 2012 among QIPR, Regions, Bank of America, N.A., Regions Capital Markets and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agreement Regarding Fees”). Borrowers hereby assume all obligations of QIPR under the Agreement Regarding Fees. All such fees shall be fully earned when paid and nonrefundable under any circumstances.

§4.3 Agent Fee. The Borrowers shall pay to the Agent, for the Agent’s own account, a non-refundable Agent’s administrative fee pursuant to that certain agency fee letter dated as of December 19, 2012, between QIPR, Regions, and Regions Capital Markets. The Agent’s fee shall be payable upon the Closing Date and on each annual anniversary date thereof until the termination of the Commitment and the indefeasible repayment in full and satisfaction of the Obligations and Hedge Obligations.

§4.4 Funds for Payments.

(a) All payments of principal, interest, facility fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Atlanta time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrowers with Regions, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders under the Loan Documents. Subject to the foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent.

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(b) All payments by the Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes (other than (i) income or franchise taxes imposed on any Lender and (ii) U.S. federal taxes imposed by reason of a Lender’s failure to comply with the requirements of FATCA to establish that such payment is exempt from withholding tax thereunder), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrowers with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrowers will pay to the Agent, for the account of the Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Agent to receive the same net amount which the Lenders or the Agent would have received on such due date had no such obligation been imposed upon the Borrowers. The Borrowers will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrowers hereunder or under any other Loan Document.

(c) Each Lender organized under the laws of a jurisdiction outside the United States, if requested in writing by the Borrowers (but only so long as such Lender remains lawfully able to do so), shall provide the Borrowers with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above, indicates the withholding status of such Lender; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve the Borrowers of their obligations under §4.4(b). In the event that the Borrowers shall have delivered the certificates or vouchers described above for any payments made by the Borrowers and such Lender receives a refund of any taxes paid by the Borrowers pursuant to §4.4(b), such Lender will pay to the Borrowers the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Lender is required to return such refund, the Borrowers shall promptly repay to such Lender the amount of such refund. Without limitation of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agent such documentation prescribed by applicable law (including as prescribed by Sections 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or, as necessary, to determine the amount to deduct and withhold from such payment.

(d) The obligations of the Borrowers to the Lenders under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or any right which the Borrowers or any of their Subsidiaries or Affiliates may have at any time against any Lender (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with this Agreement, any other Loan Document, or any unrelated transaction; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (iv) the occurrence of any Default or Event of Default; and (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

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§4.5 Computations. All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year (or a 365 day year in the case of Base Rate Loans) and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The Outstanding Loans as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount absent manifest error.

§4.6 Suspension of LIBOR Rate Loans. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the Lenders absent manifest error) to the Borrowers and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrowers and the Lenders.

§4.7 Illegality. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Lender or its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrowers and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. Notwithstanding

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the foregoing, before giving such notice, the applicable Lender shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by Borrowers hereunder.

§4.8 Additional Interest. If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §12.1, the Borrowers will pay to the Agent upon demand for the account of the applicable Lenders in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs. Borrowers understand, agree and acknowledge the following: (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in determining such rate; and (iii) Borrowers have accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. Borrowers further agree to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds.

§4.9 Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any Governmental Authority charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by any Governmental Authority (whether or not having the force of law), shall:

(a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or

(b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or

(c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by Borrowers hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or

(d) impose on any Lender or the Agent any other conditions, cost, expense or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is:

(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending, continuing, converting or maintaining any of the Loans or such Lender’s Commitment, or

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(ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans, or

(iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrowers hereunder, then, and in each such case, the Borrowers will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent. Each of Borrowers’ obligations under this §4.9 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, Borrowers shall not be required to compensate any Lender pursuant to this §4.9 for any increased costs or reductions incurred more than 180 days prior to the date of such Lender’s demand.

Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (including, without limitation, or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, rule, regulation or guidelines or the interpretation thereof for the purposes of this Section regardless of the date enacted, adopted or issued.

§4.10 Capital Adequacy. If after the date hereof any Lender determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital or liquidity (including, without limitation, on account of Basel III) requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to make Loans hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy or liquidity position and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify the Borrowers

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thereof. The Borrowers agree to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. Each of Borrowers’ obligations under this §4.10 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and Hedge Obligations. Notwithstanding the foregoing, Borrowers shall not be required to compensate any Lender pursuant to this §4.10 for any such amounts incurred more than 180 days prior to the date of such Lender’s demand. Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, rule, regulation or guidelines or the interpretation thereof for the purposes of this Section regardless of the date enacted, adopted or issued.

§4.11 Breakage Costs. Borrowers shall pay all Breakage Costs required to be paid by them pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from Agent, or such earlier date as may be required by this Agreement.

§4.12 Default Interest. Following the occurrence and during the continuance of any Event of Default, and regardless of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all principal of the Loans and, to the extent permitted by applicable law, overdue installments of interest, shall bear interest payable on demand at a rate per annum equal to two percent (2.0%) above an amount equal to the sum of the Base Rate plus the Applicable Margin (the “Default Rate”), until such amount shall be paid in full (after as well as before judgment), or if such amount shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law.

§4.13 Certificate. A certificate setting forth any amounts payable pursuant to §4.8, §4.9, §4.10, §4.11 or §4.12 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrowers, shall be conclusive in the absence of manifest error.

§4.14 Limitation on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrowers, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful

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amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations, such excess shall be refunded to the Borrowers. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This Section shall control all agreements between or among the Borrowers, the Lenders and the Agent.

§4.15 Certain Provisions Relating to Increased Costs and Non-Funding Lenders. If a Lender gives notice of the existence of the circumstances set forth in §4.7 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10, then, upon request of Borrowers, such Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s practice in connection with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be payable by Borrowers under the foregoing provisions, provided that such action would not be otherwise prejudicial to such Lender, including, without limitation, by designating another of such Lender’s offices, branches or affiliates; the Borrowers agreeing to pay all reasonably incurred costs and expenses incurred by such Lender in connection with any such action. Notwithstanding anything to the contrary contained herein, if no Default or Event of Default shall have occurred and be continuing, and if any Lender (a) has given notice of the existence of the circumstances set forth in §4.7 or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10 and following the request of Borrowers has been unable to take the steps described above to mitigate such amounts (each, an “Affected Lender”) or (b) has failed to make available to Agent its pro rata share of any Loan and such failure has not been cured (a “Non-Funding Lender”), then, within thirty (30) days after such notice or request for payment or compensation or failure to fund, as applicable, Borrowers shall have the one-time right as to such Affected Lender or Non-Funding Lender, as applicable, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender or Non-Funding Lender, as applicable, within thirty (30) days of receipt of such notice or failure to fund, as applicable, to elect to cause the Affected Lender or Non-Funding Lender, as applicable, to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Affected Lender or Non-Funding Lender, as applicable (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent after consultation with the Borrowers’ Representative so long as no Default or Event of Default exists thereunder). In the event that the Lenders do not elect to acquire all of the Affected Lender’s or Non-Funding Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to acquire such remaining Commitment and in connection therewith be paid a fee in an amount to which the Agent and Borrowers agree. Upon any such purchase of the Commitment of the Affected Lender or Non-Funding Lender, as applicable, the Affected Lender’s or Non-Funding Lender’s interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of

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purchase, and the Affected Lender or Non-Funding Lender, as applicable, shall promptly execute all documents reasonably requested to surrender and transfer such interest. The purchase price for the Affected Lender’s or Non-Funding Lender’s Commitment shall equal any and all amounts outstanding and owed by Borrowers to the Affected Lender or Non-Funding Lender, as applicable, including principal, and all accrued and unpaid interest or fees.

§5. COLLATERAL SECURITY; GUARANTY.

§5.1 Collateral. Subject to §8.2(vi), the Obligations and the Hedge Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Lenders or the Lender Hedge Providers on the Collateral, pursuant to the terms of the Security Documents. The Obligations and the Hedge Obligations shall be guaranteed by the Guarantors pursuant to the Guaranty.

§5.2 Appraisals; Appraised Value.

(a) Upon Borrowers’ request, which request may not be made more often than one (1) time in any period of 365 days, Agent shall obtain current Appraisals of each of the Mortgaged Properties. Additionally, at Agent’s option to be exercised not more frequently than annually, the Agent may on behalf of the Lenders obtain current Appraisals of each of the Mortgaged Properties. In any such case, said Appraisals will be ordered by Agent and reviewed and approved by the appraisal department of the Agent, in order to determine the current Appraised Value of the Mortgaged Properties, and the Borrowers shall pay to Agent within ten (10) days of demand all reasonable out-of-pocket costs of such Appraisals.

(b) Notwithstanding the provisions of §5.2(a), the Agent may, for the purpose of determining the current Appraised Value of the Mortgaged Properties, obtain new Appraisals or an update to existing Appraisals with respect to such property, or any of them, as the Agent shall determine (i) at any time that the regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require more frequent Appraisals, or (ii) at any time following a Default or Event of Default, or (iii) if the Agent reasonably believes that there has been a material adverse change with respect to any such property including, without limitation, a material change in the market in which any such property is located which may affect the value of such property. The expense of such Appraisals and/or updates performed pursuant to this §5.2(b) shall be borne by the Borrowers and payable to Agent within ten (10) days of demand; provided the Borrowers shall not be obligated to pay for an Appraisal of a property obtained pursuant to this §5.2(b) more often than once in any period of twelve (12) months.

(c) The Borrowers acknowledge that the Agent has the right to approve any Appraisal performed pursuant to this Agreement. The Borrowers further agree that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal and shall have no liability as a result of or in connection with any such Appraisal for statements contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or the Borrowers’ idea of the value of such property.

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§5.3 Addition of Mortgaged Properties.

(a) After the Closing Date, Borrowers shall have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their sole and absolute discretion) and the satisfaction by Borrowers of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral. In the event Borrowers desire to add additional Potential Collateral as aforesaid, Borrowers’ Representative shall provide written notice to the Agent of such request (which the Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit the Agent to determine whether such Real Estate is Eligible Real Estate. Thereafter, the Agent shall have ten (10) days from the date of the receipt of such documentation and other information to advise Borrowers’ Representative whether the Required Lenders consent to the acceptance of such Potential Collateral as a Mortgaged Property and the approval of such Potential Collateral as Eligible Real Estate. Notwithstanding the foregoing, no Potential Collateral shall be included as Collateral unless and until the following conditions precedent shall have been satisfied:

(i) such Potential Collateral shall be Eligible Real Estate;

(ii) the owner of any Potential Collateral (and any indirect owner of such Additional Subsidiary Borrower) shall have executed a Borrower Joinder Agreement and satisfied the conditions of §5.5;

(iii) any Subsidiary of Parent Company providing services to any Potential Collateral similar to those provided by QTS Richmond TRS at the Richmond Property or receiving consideration from a tenant or licensee of such Potential Collateral shall have executed a Guarantor Joinder Agreement and satisfied the conditions of §5.5

(iv) Guarantors and such Additional Subsidiary Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents (which may include an assignment of interests with respect to any direct or indirect interests in the owner of such Potential Collateral), all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent;

(v) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrowers, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties, with the same effect as if made at and as of that time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date and, if approved by Agent in connection with the inclusion of such Potential Collateral, the schedules to this Agreement may be updated by Borrower), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrowers and the Guarantors to such effect; and

(vi) the Agent shall have consented to, and Agent shall have received the prior written consent (or deemed consent) of each of the Required Lenders to, the inclusion of such Real Estate as a Mortgaged Property.

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(b) Borrowers may, at their option, obtain preliminary approval of the Required Lenders of Potential Collateral by delivering to the Agent and each of the Lenders the following with respect to such Potential Collateral:

(i) a physical description of the Real Estate;

(ii) current rent rolls, historic operating statements and operating and capital budgets (if available), and projected operating and near-term capital expenditure budgets for such Real Estate reasonably satisfactory to the Required Lenders;

(iii) a current environmental report, a current engineering report and similar information reasonably satisfactory to the Required Lenders; and

(iv) a certification to the knowledge of Parent Company that such Real Estate will satisfy (or is anticipated to satisfy upon the acceptance of such Real Estate as Collateral) each of the other conditions to the acceptance of Real Estate as Collateral. The Required Lenders shall have ten (10) days following receipt of all of the foregoing items to grant or deny preliminary approval for such proposed Potential Collateral. Agent shall notify Borrowers’ Representative if and when the Required Lenders have granted such preliminary approval. In the event that the Required Lenders grant such preliminary approval, Borrowers and Guarantors shall satisfy the remaining requirements to the acceptance of such Collateral as provided in §5.3(a). Such Real Estate shall not be included in the calculation of the Borrowing Base Availability until the requirements of §5.3(a) are satisfied.

§5.4 Release of Mortgaged Property.

Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4), the Agent shall release a Mortgaged Property (other than the Richmond Property) from the lien or security title of the Security Documents encumbering the same in connection with a sale, other disposition or refinance upon the request of Borrowers’ Representative subject to and upon the following terms and conditions:

(a) Borrowers’ Representative shall deliver to the Agent and all of the Lenders a written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected;

(b) Parent Company shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of Parent Company most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of Parent Company to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release;

(c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent;

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(d) Borrowers shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees;

(e) Borrowers shall pay to the Agent for the account of the Lenders a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.2, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §9 shall occur.

Notwithstanding anything to the contrary contained in this §5.4, Borrowers shall obtain the prior written consent of the Required Lenders prior to the release of any Mortgaged Property other than in connection with the sale, other disposition or refinancing of such Mortgaged Property so long as Borrowers are not in Default or in connection with refinancing or repayment of the Obligations in full and termination of the obligation to provide additional Loans.

§5.5 Additional Subsidiary Borrowers and Guarantors. In the event that Borrowers’ Representative shall request that certain Real Estate of a Subsidiary of Parent Company be included as a Mortgaged Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Mortgaged Property in accordance with the terms hereof, Parent Company shall (i) cause each such Subsidiary to execute and deliver to Agent a Borrower Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Borrower” hereunder, and (ii) cause each Subsidiary (and any entity having an interest in such Subsidiary of QTLP unless not required by the Agent) that provides services to the Mortgaged Property similar to those provided by QTS Richmond TRS at the Richmond Property or which receives consideration from a tenant or licensee of such Mortgaged Property to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary (and any such entity) shall become an “Additional Subsidiary Guarantor” hereunder. Each such Additional Subsidiary Borrower shall be specifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder and to execute the Contribution Agreement and such Security Documents as Agent may require. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement and such Security Documents as Agent may require. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to Borrowers and Guarantors to be true and correct with respect to each such Additional Subsidiary Borrower and Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Borrower or a Guarantor, as applicable. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender, and the covenants set forth in §7.21. In connection with the delivery of any Borrower Joinder Agreement or Guarantor Joinder Agreement, Borrowers’ Representative shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

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§5.6 Release of Certain Borrowers and Guarantors.

(a) In the event that all Mortgaged Properties owned by a Borrower shall have been released as Collateral for the Obligations and the Hedge Obligations in accordance with the terms of this Agreement, then such Borrower shall be released by Agent from liability under this Agreement except in the case when there is only a single Borrower remaining as a party to this Agreement. The provisions of this §5.6(a) shall not apply to any Borrower which still owns a Mortgaged Property or any direct or indirect interest in a Mortgaged Property

(b) In the event that all Mortgaged Properties serviced by a Subsidiary of Parent Company that is a Guarantor shall have been released as Collateral for the Obligations and the Hedge Obligations in accordance with the terms of this Agreement, then such Guarantor shall be released by Agent from liability under the Guaranty. The provisions of this §5.6(b) shall not apply to any Subsidiary of Parent Company which still services a Mortgaged Property or any direct or indirect interest in a Mortgaged Property.

§5.7 Release of Collateral. Upon the refinancing or repayment of the Obligations in full and termination of the obligation to provide additional Loans to Borrowers, then the Agent shall be entitled to release the Collateral from the lien and security interest of the Security Documents and to release the Borrowers other than with respect to any indemnification or reimbursement obligations that expressly survive payment of the Obligations and termination of this Agreement or any of the other Loan Documents, provided that Agent either (i) has not received a notice from the “Representative” (as defined in §14.18) or the holder of the Hedge Obligations that any Hedge Obligation is then due and payable to the holder thereof, or (ii) has received notice from the holder of the Hedge Obligations that collateral or other credit support has been provided to such holder in form and substance satisfactory to such holder.

§6. REPRESENTATIONS AND WARRANTIES.

The Borrowers and the Guarantors, jointly and severally, represent and warrant to the Agent and the Lenders as follows.

§6.1 Corporate Authority, Etc.

(a) Incorporation; Good Standing. QTLP is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. Each of QIPR and QTS Richmond TRS is a Delaware limited liability company duly organized pursuant to its certificate of formation filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. QIPR, QTS Richmond TRS, the Additional Subsidiary Borrowers, if any, and Additional Subsidiary Guarantors, if any, (i) have all requisite power to own their respective property and conduct their respective business as now conducted and as presently contemplated, and (ii) are in good standing and are duly authorized to do business in the jurisdictions where the Mortgaged Properties owned or leased by it are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect. Following the occurrence of the IPO Event, REIT is a corporation or real estate investment trust duly organized pursuant to articles of incorporation or declaration of trust filed in its jurisdiction of organization, and is validly existing and in good standing under the laws of its jurisdiction of organization. Following the occurrence of the IPO

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Event, REIT conducts its business in a manner which enables it to qualify as a real estate investment trust under, and to be entitled to the benefits of, §856 of the Code, and has elected to be treated as and is entitled to the benefits of a real estate investment trust thereunder.

(b) Subsidiaries. Each of the Subsidiaries of the Parent Company that is not a Borrower or Guarantor (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where a failure to be so qualified could have a Material Adverse Effect.

(c) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Guarantors or any of the Borrowers is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to any such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or any material agreement or other instrument binding upon, any such Person or any of its properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any such Person other than the liens and encumbrances in favor of Agent contemplated by this Agreement and the other Loan Documents, and (vi) do not require the approval or consent, except as stated on Schedule 1.4, of any Person other than those already obtained and delivered to Agent.

(d) Enforceability. The execution and delivery of this Agreement and the other Loan Documents to which any of the Borrowers or the Guarantors is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity.

§6.2 Governmental Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to which any Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained and the filing of the Security Documents in the appropriate records office with respect thereto.

§6.3 Title to Properties. Except as indicated on Schedule 6.3 hereto, Parent Company and its Subsidiaries own or lease all of the assets reflected in the consolidated balance sheet of Parent Company as of the Balance Sheet Date or acquired or leased since that date (except property and assets sold or otherwise disposed of in the ordinary course or otherwise permitted hereunder since that date) subject to no Liens except Permitted Liens.

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§6.4 Financial Statements. Parent Company has furnished to Agent: (a) the audited Consolidated balance sheet of Parent Company and its Subsidiaries as of the Balance Sheet Date and the related audited consolidated statement of income and cash flow for the fiscal year then ended certified by the chief financial or accounting officer of Parent Company, (b) the unaudited Consolidated balance sheet of Parent Company and its Subsidiaries, as at the end of the fiscal quarter ended September 30, 2012, and the related unaudited consolidated statements of income and cash flows for the portion of Parent Company’s fiscal year then elapsed, certified by the chief financial or accounting officer of Parent Company (c) as of the Closing Date, an unaudited statement of Net Operating Income for each of the Mortgaged Properties for the period ending September 30, 2012 reasonably satisfactory in form to the Agent and certified by the chief financial or accounting officer of Parent Company as fairly presenting, in all material respects, the Net Operating Income for such parcels for such periods, and (d) certain other financial information relating to the Guarantors, Borrowers and the Real Estate (including, without limitation, the Mortgaged Properties). Such balance sheet and statements have been prepared in accordance with generally accepted accounting principles, except as disclosed therein and approved by Agent in its reasonable discretion and fairly present, in all material respects, the consolidated financial condition of Parent Company and its Subsidiaries as of such dates and the consolidated results of the operations of Parent Company and its Subsidiaries for such periods. As of the Closing Date, there is no Indebtedness of Parent Company or any of its Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto.

§6.5 No Material Changes. Since the date of the most recent fiscal year end audited financial statements delivered to Agent and the Lenders prior to the Closing Date or pursuant to §7.4, as applicable, there has occurred no materially adverse change in the financial condition, prospects or business of Parent Company and its Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of Parent Company as of the Balance Sheet Date, or its consolidated statement of income or cash flows for the fiscal year then ended, other than changes in the ordinary course of business that have not and could not reasonably be expected to have a Material Adverse Effect. As of the date hereof, except as set forth on Schedule 6.5 hereto, there has occurred no materially adverse change in the financial condition, prospects, operations or business activities of any of the Mortgaged Properties from the condition shown on the statements of income delivered to the Agent pursuant to §6.4 other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business, prospects, operation or financial condition of such Mortgaged Property.

§6.6 Franchises, Patents, Copyrights, Etc. The Borrowers, Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others. Except as stated on Schedule 6.6 or otherwise permitted by Section 7.15, none of the Mortgaged Properties is owned or operated under or by reference to any registered or protected trademark, trade name, service mark or logo.

§6.7 Litigation. Except as stated on Schedule 6.7, as of the Closing Date, there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of

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the Borrowers or the Guarantors threatened against any Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto or any lien, security title or security interest created or intended to be created pursuant hereto or thereto, or which if adversely determined could reasonably be expected to have a Material Adverse Effect. Except as stated on Schedule 6.7, as of the Closing Date, there are no judgments, final orders or awards outstanding against or affecting any Borrower, any Guarantor or any of their respective Subsidiaries or any Mortgaged Property individually or in the aggregate in excess of $10,000,000.00.

§6.8 No Material Adverse Contracts, Etc. None of the Borrowers, the Guarantors or any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. None of the Borrowers, Guarantors or any of their respective Subsidiaries is a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect

§6.9 Compliance with Other Instruments, Laws, Etc. None of the Borrowers, the Guarantors nor any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

§6.10 Tax Status. Each of the Borrowers, the Guarantors and their respective Subsidiaries (a) has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction. There are no audits pending or to the knowledge of Borrowers or the Guarantors threatened with respect to any tax returns filed by Borrowers, Guarantors or their respective Subsidiaries. The taxpayer identification number for QTLP is 27-0707288, for QIPR is 27-1864276 and for QTS Richmond TRS is 76-0838056. There are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Mortgaged Properties which are payable by any Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Each Mortgaged Property is separately assessed for purposes of real estate tax assessment and payment. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property (other than the Mortgaged Property) of the Borrowers, the Guarantors or any of their respective Subsidiaries which are payable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement).

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§6.11 No Event of Default. No Default or Event of Default has occurred and is continuing.

§6.12 Investment Company Act. None of the Borrowers, the Guarantors or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

§6.13 Absence of UCC Financing Statements, Etc. Except with respect to Permitted Liens or as disclosed on the lien search reports delivered to and approved by the Agent, there is no financing statement (excluding any financing statements that may be filed against any Borrower, Guarantors or their respective Subsidiaries without the consent or agreement of such Persons), security agreement, chattel mortgage, real estate mortgage, other document or other Lien filed or recorded with any applicable filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or security title in, any property of any Borrower, any Guarantor or their respective Subsidiaries or rights thereunder.

§6.14 Setoff, Etc. The Collateral and the rights of the Agent and the Lenders with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses by the Borrowers, Guarantors or any of their Subsidiaries or Affiliates or, as of the Closing Date, to the knowledge of Borrowers and Guarantors, any material setoff, claims, withholdings or other defenses by any other Person other than Permitted Liens described in §8.2(i), (ii), (v) and (vi).

§6.15 Certain Transactions. Except as disclosed on Schedule 6.15 hereto, none of the partners, officers, trustees, managers, members, directors, or employees of any Borrower, any Guarantor or any of their respective Subsidiaries is, nor shall any such Person become, a party to any transaction with any Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates (other than for services as partners, managers, members, employees, officers and directors), including any agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any partner, officer, trustee, director or such employee or, to the knowledge of the Borrowers, the Guarantors, any corporation, partnership, trust or other entity in which any partner, officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, except as permitted by §8.13.

§6.16 Employee Benefit Plans. Each Borrower, each Guarantor and each ERISA Affiliate has fulfilled its obligation, if any, under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, except for those insignificant operational failures that could be corrected through voluntary self-correction programs currently offered by the IRS and United States Department of Labor. None of the Borrowers, the Guarantors or any ERISA Affiliates has (a) sought a waiver of the minimum funding standard under §412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer Plan or

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Guaranteed Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under §4007 of ERISA. None of the Mortgaged Properties constitutes a “plan asset” of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan.

§6.17 Disclosure. All of the representations and warranties made by or on behalf of the Borrowers, the Guarantors and their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects. All information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the Lenders by or on behalf of any Borrower, any Guarantor or any of their respective Subsidiaries was, at the time so furnished, true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrowers’ and Guarantors’ counsel (although the Borrowers and Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b) budgets, projections and other forward-looking speculative information prepared in good faith by the Borrowers and the Guarantors (except to the extent the related assumptions were when made manifestly unreasonable). The written information, reports and other papers and data with respect to the Borrowers, the Guarantors, any Subsidiary or the Mortgaged Properties (other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement or the obtaining of the Commitments of the Lenders hereunder was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrowers’ and Guarantors’ counsel (although the Borrowers and Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b) budgets, projections and other forward-looking speculative information prepared in good faith by the Borrowers and the Guarantors (except to the extent the related assumptions were when made manifestly unreasonable).

§6.18 Trade Name; Place of Business. Except as set forth on Schedule 6.18, no Borrower or Guarantor uses any trade name and conducts business under any name other than its actual name set forth in the Loan Documents. The principal place of business of the Borrowers and Guarantors is 12851 Foster Street, Suite 205, Overland Park, Kansas 66213.

§6.19 Regulations T, U and X. No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12

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C.F.R. Parts 220, 221 and 224. None of the Borrowers or Guarantors is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.

§6.20 Environmental Compliance. The Borrowers and Guarantors have taken all commercially reasonable steps to investigate the past and present conditions and usage of the Real Estate and the operations conducted thereon and, except as specifically set forth in the written environmental site assessment reports of the Environmental Engineer provided to the Agent on or before the date hereof except as otherwise agreed to in writing by Agent, or in the case of Mortgaged Property acquired after the date hereof, the environmental site assessment reports with respect thereto provided to the Agent, makes the following representations and warranties except as set forth on Schedules 6.20(c) or (d):

(a) None of the Borrowers, the Guarantors, their respective Subsidiaries nor to the knowledge of Borrowers and Guarantors any operator of the Real Estate, nor any tenant or licensee or operations thereon, is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under any Environmental Law, which violation (i) involves Real Estate (other than the Mortgaged Properties) and has had or could reasonably be expected to have a Material Adverse Effect or (ii) involves a Mortgaged Property and has had or could reasonably be expected, when taken together with other matters covered by this §6.20 and §8.6, to result in liability, clean up, remediation, containment, correction or other costs to any Borrower or any Guarantor individually or in the aggregate with other Mortgaged Properties in excess of $6,000,000.00 or could reasonably be expected to materially adversely affect the operation of or ability to use such Mortgaged Property (a “Material Environmental Matter”).

(b) None of the Borrowers, the Guarantors or any of their respective Subsidiaries has received notice from any third party including, without limitation, any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that any Borrower, any Guarantor or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances, which in any case (A) involves Real Estate other than the Mortgaged Properties and has had or could reasonably be expected to have a Material Adverse Effect or (B) involves a Mortgaged Property and is not and could not reasonably be expected to be a Material Environmental Matter.

(c) (i) No portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable

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Environmental Laws, and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of the Real Estate except those which are being operated and maintained in material compliance with Environmental Laws; (ii) in the course of any activities conducted by the Borrowers, the Guarantors, their respective Subsidiaries or, to the knowledge of the Borrowers and Guarantors, the tenants, licensees and operators of their properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of business and in material compliance with applicable Environmental Laws; (iii) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than the storing of materials in reasonable quantities to the extent necessary for the operation of data centers of the type and size of those owned by Borrowers, Guarantors and their respective Subsidiaries in the ordinary course of their business, and in any event in compliance with all Environmental Laws) (a “Release”) or threatened Release of Hazardous Substances on, upon, into or from the Mortgaged Properties, which Release is or could reasonably be expected, to be a Material Environmental Matter, or from any other Real Estate, which Release has had or could reasonably be expected to have a Material Adverse Effect; (iv) there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to have a material adverse effect on the value of, the Real Estate; and (v) any Hazardous Substances that have been generated on any of the Real Estate have been transported off-site in accordance with all applicable Environmental Laws, except with respect to the foregoing in this §6.20(c): (A) as to any Real Estate (other than the Mortgaged Properties) where the foregoing has not had or could not reasonably be expected to have a Material Adverse Effect and (B) as to any Mortgaged Property where the foregoing is not or could not reasonably be expected to be a Material Environmental Matter.

(d) Except as set forth on Schedule 6.20(d), none of the Borrowers, the Guarantors, their respective Subsidiaries or the Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement in each case by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the recording of the Mortgages or to the effectiveness of any other transactions contemplated hereby except for such matters that shall be complied with as of the Closing Date.

(e) There are no existing or closed sanitary landfills, solid waste disposal sites, or hazardous waste treatment, storage or disposal facilities on or, to Borrowers’ and Guarantors’ actual knowledge, affecting the Real Estate except where such existence: (A) as to any Real Estate other than a Mortgaged Property has not had or could not reasonably be expected to have a Material Adverse Effect and (B) as to any Mortgaged Property is not or could not reasonably be expected to be a Material Environmental Matter.

(f) None of the Borrowers or Guarantors have received any written notice of any claim by any party that any use, operation, or condition of the Real Estate has caused any nuisance or any other liability or adverse condition on any other property which: (A) as to any Real Estate other than a Mortgaged Property has had or could reasonably be expected to have a Material Adverse Effect and (B) as to any Mortgaged Property is or could reasonably be expected to be a Material Environmental Matter, nor is there any knowledge of any basis for such a claim.

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§6.21 Subsidiaries; Organizational Structure. Schedule 6.21(a) sets forth, as of the date hereof, all of the Subsidiaries of Parent Company, the form and jurisdiction of organization of each of the Subsidiaries, and the owners of the direct and indirect ownership interests therein. Schedule 6.21(b) sets forth, as of the date hereof, all of the Unconsolidated Affiliates of Parent Company and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, Parent Company’s or its Subsidiary’s ownership interest therein and the other owners of the applicable Unconsolidated Affiliate. No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on Schedules 6.21(a) and 6.21(b) except as set forth on such Schedules. Each Borrower is a Wholly Owned Subsidiary of QTLP.

§6.22 Leases. The Leases and any amendments thereto provided by Borrowers to Agent with respect to each Mortgaged Property are true, correct and complete copies as of the date of inclusion of such Mortgaged Property in the Collateral. An accurate and complete Rent Roll as of the date of inclusion of each Mortgaged Property in the Collateral with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. As of the date of delivery of such Rent Roll upon inclusion of a Mortgaged Property in the Collateral, no tenant or licensee under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Rent Roll. Except as set forth in Schedule 6.22, the Leases reflected therein are, as of the date of inclusion of the applicable Mortgaged Property in the Collateral, (a) in full force and effect in accordance with their respective terms, (b) without any payment default or to the knowledge of Borrowers and Guarantors any other material default thereunder, and to the knowledge of Borrowers and Guarantors there are no defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the knowledge of the Borrowers and Guarantors there is no basis for any such claim or notice of material default by tenant or licensee. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. Each Borrower is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Mortgaged Property owned by it. Each Borrower has granted to Agent for the benefit of the Lenders a first priority lien and security interest in and to all of the Leases of the Mortgaged Property owned by it pursuant to the terms of the Security Documents, except as set forth on Schedule 1.4 attached hereto.

§6.23 Property. All of the Mortgaged Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant or licensee and which may not be in final working order pending final build-out of such space. All of the other Real Estate of the Borrowers, the Guarantors and their respective Subsidiaries is structurally sound, in good condition and working

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order, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant or licensee and where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Mortgaged Properties, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Mortgaged Property are installed to the property lines of the Mortgaged Property through dedicated public rights of way or through perpetual private easements approved by the Agent with respect to which the applicable Mortgage creates a valid and enforceable first lien and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law. The streets abutting the Mortgaged Property are dedicated and accepted public roads, to which the Mortgaged Property has direct access by trucks and other motor vehicles and by foot, or are perpetual private ways (with direct access by trucks and other motor vehicles and by foot to public roads) to which the Mortgaged Property has direct access approved by the Agent and with respect to which the applicable Mortgage creates a valid and enforceable first lien. All private ways providing access to the Mortgaged Property are zoned in a manner which will permit access to the Building over such ways by trucks and other commercial and industrial vehicles. There are no pending, or to the knowledge of Borrowers and Guarantors threatened or contemplated, eminent domain proceedings against any of the Mortgaged Properties. There are no pending eminent domain proceedings against any other property of the Borrowers, Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrowers and Guarantors, no such proceedings are presently threatened or contemplated by any taking authority which may individually or in the aggregate have any Material Adverse Effect. As of the date of the inclusion of the Mortgaged Property as Collateral, none of such Mortgaged Property is damaged as a result of any fire, explosion, accident, flood or other casualty except as disclosed in writing to Agent. None of the other property of the Borrowers, Guarantors or their respective Subsidiaries is now damaged as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect. None of the Borrowers, Guarantors or their respective Subsidiaries has received any outstanding written notice from any insurer or its agent requiring performance of any work with respect to any of the Mortgaged Properties or canceling or threatening to cancel any policy of insurance, and each of the Mortgaged Properties complies with the material requirements of all of the Borrowers’ and Guarantors’ insurance carriers. Except as listed on Schedule 6.23, the Borrowers have no Management Agreements for any of the Mortgaged Properties as of the date of inclusion of such Mortgaged Property in the Collateral. To the knowledge of the Borrowers and Guarantors, there are no material claims in respect of any Mortgaged Property or its operation by any party to any service agreement or Management Agreement. Except as set forth in Schedule 6.23, as of the date of inclusion of such Mortgaged Property in the Collateral, there are no Material Agreements pertaining to any Mortgaged Property, any Building thereon or the operation or maintenance of either thereof other than as described in this Agreement (including the Schedules hereto) or the Title Policies and except as set forth on Schedule 6.23, as of the date of inclusion of such Mortgaged Property in the Collateral, the applicable Borrower (and not QTLP or any other

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Subsidiary of QTLP) is a party to each such Material Agreement; and no person or entity has any right or option to acquire any Mortgaged Property or any Building thereon or any portion thereof or interest therein.

§6.24 Brokers. None of the Borrowers, the Guarantors or any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.

§6.25 Other Debt. None of the Borrowers, the Guarantors or any of their respective Subsidiaries is in default of the payment of any Indebtedness or the performance of any related agreement, mortgage, deed of trust, security agreement, financing agreement or indenture to which any of them is a party where such default would result in a Default or Event of Default hereunder. None of the Borrowers, the Guarantors or any of their respective Subsidiaries is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time or payment of any of the Obligations to any other indebtedness or obligation of any such Person. Schedule 6.25 hereto sets forth all agreements, mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrowers, the Guarantors or any of their respective Subsidiaries or their respective properties and entered into by such Person as of the date of this Agreement with respect to any Indebtedness of such Person in an amount greater than $1,000,000.00, and the Borrowers and Guarantors have provided the Agent if requested with true, correct and complete copies thereof.

§6.26 Solvency. As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, none of the Borrowers or the Guarantors is insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, each Borrower and each Guarantor is able to pay its debts as they become due, and each Borrower and each Guarantor has sufficient capital to carry on its business.

§6.27 No Bankruptcy Filing. None of the Borrowers or the Guarantors is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of its assets or property, and none of the Borrowers or the Guarantors have knowledge of any Person contemplating the filing of any such petition against it.

§6.28 No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by any Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.

§6.29 Transaction in Best Interests of Borrowers; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of each of the Borrowers and the Guarantors. The direct and indirect benefits to inure to the Borrowers and Guarantors pursuant to this Agreement and the other Loan Documents constitute substantially more than “reasonably equivalent value” (as such term is used in §548 of the Bankruptcy Code) and “valuable consideration,” “fair value,” and “fair consideration,” (as such terms are used in

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any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrowers, the Guarantors and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents. Borrowers and Guarantors further acknowledge and agree that Borrowers and Guarantors constitute a single integrated and common enterprise and that each receives a benefit from the availability of credit under this Agreement.

§6.30 OFAC. None of the Borrowers, the Guarantors or their respective Subsidiaries is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, Borrowers hereby agree to provide to the Lenders any additional information that a Lender reasonably deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities.

§6.31 [Intentionally Omitted].

§6.32 Power and Service Revenues. All power revenues and revenues from managed services at the Mortgaged Properties are coterminous with their respective Leases and license agreements.

§6.33 [Intentionally Omitted].

§6.34 Service Guarantees. As of the date of inclusion of Real Estate as a Mortgaged Property, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrowers to any tenant or licensee has already been received by such tenant or licensee and all security deposits are being held in accordance with legal requirements.

§7. AFFIRMATIVE COVENANTS.

The Borrowers and the Guarantors, jointly and severally, covenant and agree that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any Loans:

§7.1 Punctual Payment. The Borrowers will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes, as well as all other sums owing pursuant to the Loan Documents.

§7.2 Maintenance of Office. The Borrowers and the Guarantors will maintain their respective chief executive office at 12851 Foster Street, Suite 205, Overland Park, Kansas 66213, or at such other place in the United States of America as the Borrowers or Guarantors shall designate upon thirty (30) days prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the Borrowers or Guarantors in respect of the Loan Documents may be given or made.

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§7.3 Records and Accounts. The Borrowers and the Guarantors will (a) keep, and cause each of their respective Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of their respective properties and the properties of their respective Subsidiaries, contingencies and other reserves. None of the Borrowers, the Guarantors or any of their respective Subsidiaries shall, without the prior written consent of the Agent, (x) make any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information described in §6.4 or §7.4 except to the extent required by GAAP, or (y) change its fiscal year. Agent and the Lenders acknowledge that Parent Company’s fiscal year as of the date hereof is a calendar year.

§7.4 Financial Statements, Certificates and Information. Borrowers and Guarantors will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders:

(a) as soon as available, but in any event not later than one hundred twenty (120) days after the end of each fiscal year, the audited Consolidated balance sheet of Parent Company and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flows for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the chief financial officer or accounting officer of Parent Company that the information contained in such financial statements fairly presents in all material respects the financial position of Parent Company and its Subsidiaries as of and for the periods presented, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a nationally recognized accounting firm reasonably approved by Agent, and any other information the Lenders may reasonably request to complete a financial analysis of Parent Company and its Subsidiaries;

(b) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal quarter of each fiscal year, copies of the unaudited consolidated balance sheet of Parent Company and its Subsidiaries, as at the end of such quarter, and the related unaudited consolidated statements of income and cash flows for the portion of Parent Company’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the chief financial officer or accounting officer of Parent Company that the information contained in such financial statements fairly presents in all material respects the financial position of Parent Company and its Subsidiaries on the date thereof (subject to year-end adjustments);

(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of Parent Company in the form of Exhibit J hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since September 30, 2011.

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Parent Company shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Exhibit I attached hereto pursuant to which Parent Company shall calculate the amount of the Borrowing Base Availability as of the end of the immediately preceding fiscal quarter. The Compliance Certificate shall with respect to any completed sale, encumbrance, refinance or transfer be adjusted in the best good faith estimate of Borrowers to give effect to such sale, encumbrance, refinance or transfer. For example, all income, expense and value associated with Real Estate or other Investments disposed of during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Funds from Operations and Net Operating Income for such fiscal quarter for each of the Mortgaged Properties, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of Parent Company that the information contained in such statement fairly presents in all material respects the Funds from Operations and Net Operating Income of the Mortgaged Properties for such periods;

(d) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities which would be included in Indebtedness of the Borrowers, the Guarantors and their Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit);

(e) during the period from the Closing Date to and including June 30, 2013, as soon as available, but not later than, 30 days after the end of each month, and after June 30, 2013, simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above (i) a Rent Roll for each of the Mortgaged Properties in form satisfactory to Agent as of, (x) for the the period from the Closing Date to and including June 30, 2013, the end of such month, and (y) after June 30, the end of each fiscal quarter (including the fourth fiscal quarter in each fiscal year), together with, in the cases of the immediately preceding clauses (x) and (y) of this clause (i), a listing of each tenant or licensee that has taken occupancy of such Mortgaged Property during such periods, (ii) an operating statement for each of the Mortgaged Properties for (x) during the period from the Closing Date to and including June 30, 2013, such month and year to date, and (y) after June 30, 2013, each such fiscal quarter and year to date and, in the case of the immediately preceding clauses (x) and (y) of this clause (ii), a consolidated operating statement for the Mortgaged Properties for such periods (such statements and reports to be in form reasonably satisfactory to Agent), and (iii) if not previously delivered to the Agent, a copy of each Lease or amendment to any Lease entered into with respect to a Mortgaged Property (x) for the the period from the Closing Date to and including June 30, 2013, during such month, and (y) after June 30, during such fiscal quarter (including the fourth fiscal quarter in each fiscal year);

(f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (i) listing the Real Estate owned by the Borrowers, Guarantors and their Subsidiaries (or in which the Borrowers, the Guarantors or their Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrowers, the Guarantors and their

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Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrowers, the Guarantors and their Subsidiaries which are Development Properties and providing a brief summary of the status of such development;

(g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the owners of Parent Company;

(h) upon written request of the Agent, copies of all annual federal income tax returns and amendments thereto of the Borrowers and Guarantors;

(i) [Intentionally Omitted];

(j) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Mortgaged Properties;

(k) (i) not later than January 31 of each year, a budget and business plan for Parent Company and its Subsidiaries for the next calendar year and (ii) beginning with the financial statements delivered for the first quarter of 2013 and simultaneous with the delivery of the financial statements referred to in (a) and (b) above, a discussion and analysis by Parent Company’s management of the Parent Company’s strategy and progress against budget and business plan of Parent Company and its Subsidiaries; and

(l) from time to time such other financial data and information in the possession of the Borrowers, the Guarantors or their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrowers or Guarantors and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrowers and the Guarantors) as the Agent (or any Lender requesting through the Agent) may reasonably request.

Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request of Agent, Borrowers and the Guarantors shall deliver paper copies of the requested documents to Agent and the Lenders. Borrowers and the Guarantors authorize Agent and Arrangers to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrowers and the Guarantors release Agent, Arrangers and the Lenders from any liability in connection therewith.

§7.5 Notices.

(a) Defaults. The Borrowers will promptly upon becoming aware of same notify the Agent in writing of the occurrence of any Default or Event of Default, which notice

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shall describe such occurrence with reasonable specificity and shall state that such notice is a “notice of default”. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which any Borrower, any Guarantor or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrowers shall forthwith give written notice thereof to the Agent and each of the Lenders, describing the notice or action and the nature of the claimed default.

(b) Environmental Events. The Borrowers will give notice to the Agent within five (5) Business Days of becoming aware of (i) any suspected or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law that could result in liability, clean up, remediation, correction or other costs in excess of $1,000,000.00; (ii) any violation of any Environmental Law that any Borrower, any Guarantor or any of their respective Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (iii) any proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in any case involves (A) any Mortgaged Property, (B) any other Real Estate and could reasonably be expected to have a Material Adverse Effect, or (C) or the Agent’s liens or security title on the Collateral pursuant to the Security Documents.

(c) Notification of Claims Against Collateral. The Borrowers will give notice to the Agent in writing within five (5) Business Days of becoming aware of any material setoff, claims (including, with respect to the Mortgaged Property, environmental claims), withholdings or other defenses to which any of the Collateral, or the rights of the Agent or the Lenders with respect to the Collateral, are subject.

(d) Notice of Litigation and Judgments. The Borrowers will give notice to the Agent in writing within five (5) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting any Borrower, any Guarantor or any of their respective Subsidiaries or to which any Borrower, any Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against any Borrower, any Guarantor or any of their respective Subsidiaries that could reasonably be expected to either cause a Default or could have a Material Adverse Effect and stating the nature and status of such litigation or proceedings. The Borrowers will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against any Borrower, any Guarantor or any of their respective Subsidiaries in an amount in excess of $10,000,000.00.

(e) [Intentionally Omitted].

(f) ERISA. The Borrowers will give notice to the Agent within ten (10) Business Days after any Borrower or any ERISA Affiliate (i) gives or is required to give notice

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to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event; (ii) gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives any notice from the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan.

(g) Notification of Lenders. Within five (5) Business Days after receiving any notice under this §7.5, the Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice.

(h) Service Guarantees. The Borrowers will give notice to the Agent within two (2) Business Days after (i) any failure by any Borrower to provide electrical power or internet service to a tenant or licensee under any Lease of a Mortgaged Property, (ii) any claim by tenants or licensees of a Mortgaged Property that they are entitled, individually or in the aggregate, to free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent in excess of $200,000.00 per occurrence or in excess of $800,000.00 in any twelve (12) month period, or (iii) any failure to provide electrical power or internet service that gives rise to a termination right under any Lease of a Mortgaged Property.

§7.6 Existence; Maintenance of Properties.

(a) The Borrowers and the Guarantors will, and will cause each of their respective Subsidiaries to, preserve and keep in full force and effect their legal existence in the jurisdiction of its incorporation or formation, except when (i) the Borrowers or the Guarantors determine that such Subsidiaries are no longer necessary for the conduct of their business, (ii) such Subsidiaries are not a Borrower or Guarantor hereunder and (iii) no Material Adverse Effect results therefrom. The Borrowers and Guarantors will preserve and keep in full force all of their rights and franchises and those of their Subsidiaries, the preservation of which is necessary to the conduct of their business. QTLP shall continue to own directly or indirectly one hundred percent (100%) of the Borrowers, QTS Richmond TRS and the Additional Subsidiary Guarantors. From and after the time that REIT elects to be treated as a real estate investment trust under the Code (which date shall be no later than the end of the calendar year in which the IPO Event occurs), Borrowers shall cause REIT to at all times comply with all requirements and applicable laws and regulations necessary to maintain REIT Status and continue to receive REIT Status. From and after the IPO Event, Borrowers shall cause the common stock of REIT to at all times be listed for trading and be traded on the New York Stock Exchange or another national exchange approved by Agent, unless otherwise consented to by the Agent.

(b) Each Borrower and each Guarantor (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, in all cases in which the failure so to do would have a material adverse effect on the condition of any Mortgaged Property or would cause a Material Adverse Effect. Without limitation of the obligations of the Borrowers under this Agreement with respect to the maintenance of the

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Mortgaged Properties, the Borrowers shall promptly and diligently comply in all material respects with the recommendations of the Environmental Engineer concerning the maintenance, operation or upkeep of the Mortgaged Properties contained in the building inspection and environmental reports delivered to the Agent or otherwise obtained by Borrowers with respect to a Mortgaged Property.

§7.7 Insurance; Condemnation.

(a) The Borrowers will, at their expense, procure and maintain for the benefit of the Borrowers and the Agent, insurance policies issued by such insurance companies, in such amounts, in such form and substance, and with such coverages, endorsements, deductibles and expiration dates as are reasonably acceptable to the Agent, providing the following types of insurance covering each Mortgaged Property:

(i) “All Risks” property insurance (including broad form earthquake (if a Mortgaged Property is in a high earthquake hazard area as reasonably determined by Agent), coverage from loss or damage arising from acts of terrorism (with such coverage reasonably satisfactory to Agent), and comprehensive boiler and machinery coverages) on each Building and the contents therein of the Borrowers in an amount not less than one hundred percent (100%) of the full replacement cost of each Building and the contents therein of the Borrowers or such other amount as the Agent may reasonably approve, with deductibles not to exceed $25,000.00 (or $100,000.00 with respect to earthquake) for any one occurrence, with a replacement cost coverage endorsement, an agreed amount endorsement, and, if requested by the Agent, a contingent liability from operation of building laws endorsement in such amounts as the Agent may reasonably require. Full replacement cost as used herein means the cost of replacing the Building (exclusive of the cost of excavations, foundations and footings below the lowest basement floor) and the contents therein of the Borrowers without deduction for physical depreciation thereof;

(ii) During the course of construction or repair of any Building, the insurance required by clause (i) above shall be written on a builders risk, completed value, non-reporting form, meeting all of the terms required by clause (i) above, covering the total value of work performed, materials, equipment, machinery and supplies furnished, existing structures, and temporary structures being erected on or near the Mortgaged Property, including coverage against collapse and damage during transit or while being stored off-site, and containing a soft costs (including loss of rents) coverage endorsement and a permission to occupy endorsement;

(iii) Flood insurance if at any time any Building is located in any federally designated “special flood hazard area” (including any area having special flood, mudslide and/or flood-related erosion hazards, and shown on a Flood Hazard Boundary Map or a Flood Insurance Rate Map published by the Federal Emergency Management Agency as Zone A, AO, Al-30, AE, A99, AH, VO, V1-30, VE, V, M or E) and the broad form flood coverage required by clause (i) above is not available, in an amount equal to the full replacement cost or the maximum amount then available under the National Flood Insurance Program;

(iv) Rent loss insurance in an amount sufficient to recover at least the total estimated gross receipts from all sources of income, including without limitation, rental income, for the Mortgaged Property for a twelve (12) month period;

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(v) Commercial general liability insurance against claims for personal injury (to include, without limitation, bodily injury and personal and advertising injury) and property damage liability, all on an occurrence basis, if commercially available, with such coverages as the Agent may reasonably request (including, without limitation, contractual liability coverage, completed operations coverage for a period of two (2) years following completion of construction of any improvements on the Mortgaged Property, and coverages equivalent to an ISO broad form endorsement), with a general aggregate limit of not less than $2,000,000.00, a completed operations aggregate limit of not less than $2,000,000.00, and a combined single “per occurrence” limit of not less than $1,000,000.00 for bodily injury, property damage and medical payments;

(vi) During the course of construction or repair of any improvements on the Mortgaged Property, owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the insurance required by clause (v) above;

(vii) Employer’s liability insurance with respect to the Borrowers’ employees (or if the Borrowers have no employees, with respect to the employees of the managers under the Management Agreements);

(viii) Umbrella liability insurance with limits of not less than $25,000,000.00 on terms consistent with the commercial general liability insurance policy required under clause (v) above;

(ix) Workers’ compensation insurance for all employees of the Borrowers or their Subsidiaries engaged on or with respect to the Mortgaged Property with limits as required by applicable law (or if Borrowers have no employees, for all employees of the managers under the Management Agreements); and

(x) Upon thirty (30) days’ written notice, such other insurance in such form and in such amounts as may from time to time be reasonably required by the Agent against other insurable hazards and casualties which at the time are commonly insured against in the case of properties of similar character and location to the Mortgaged Property.

The Borrowers shall pay all premiums on insurance policies. The insurance policies with respect to all Mortgaged Property provided for in clauses (v), (vi) and (viii) above shall name the Agent and each Lender as an additional insured and shall contain a cross liability/severability endorsement. The insurance policies provided for in clauses (i), (ii), (iii) and (iv) above shall name the Agent as mortgagee and loss payee, shall be first payable in case of loss to the Agent, and shall contain mortgage clauses and lender’s loss payable endorsements in form and substance acceptable to the Agent. The Borrowers shall deliver duplicate originals or certified copies of all such policies to the Agent, and the Borrowers shall promptly furnish to the Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been paid. At least thirty (30) days prior to the expiration date of the policies, the Borrowers shall deliver to the Agent evidence of continued coverage, including a certificate of insurance, as may be satisfactory to the Agent.

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(b) All policies of insurance required by this Agreement shall contain clauses or endorsements to the effect that (i) no act or omission of the Borrowers or anyone acting for the Borrowers (including, without limitation, any representations made in the procurement of such insurance), which might otherwise result in a forfeiture of such insurance or any part thereof, no occupancy or use of a Mortgaged Property for purposes more hazardous than permitted by the terms of the policy, and no foreclosure or any other change in title to a Mortgaged Property or any part thereof, shall affect the validity or enforceability of such insurance insofar as the Agent is concerned, (ii) the insurer waives any right of set off, counterclaim, subrogation, or any deduction in respect of any liability of the Borrowers and the Agent, (iii) such insurance is primary and without right of contribution from any other insurance which may be available, (iv) such policies shall not be modified, canceled or terminated prior to the scheduled expiration date thereof without the insurer thereunder giving at least thirty (30) days prior written notice to the Agent by certified or registered mail, and (v) that the Agent or the Lenders shall not be liable for any premiums thereon or subject to any assessments thereunder, and shall in all events be in amounts sufficient to avoid any coinsurance liability.

(c) The insurance required by this Agreement may be effected through a blanket policy or policies covering additional locations and property of the Borrowers and other Persons not included in the Mortgaged Properties, provided that such blanket policy or policies comply with all of the terms and provisions of this §7.7 and contain endorsements or clauses assuring that any claim recovery will not be less than that which a separate policy would provide, including, without limitation, a priority claim provision with respect to property insurance and an aggregate limits of insurance endorsement in the case of liability insurance.

(d) All policies of insurance required by this Agreement shall be issued by companies licensed to do business in the State where the policy is issued and also in the States where the Mortgaged Property is located and having a rating in Best’s Key Rating Guide of at least “A” and a financial size category of at least “X.”

(e) No Borrower shall carry separate insurance, concurrent in kind or form or contributing in the event of loss, with any insurance required under this Agreement unless such insurance complies with the terms and provisions of this §7.7.

(f) In the event of any loss, damage or condemnation (which term, when used in this Agreement, shall include any damage or taking by any Governmental Authority, quasi-Governmental Authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof) to a Mortgaged Property, the Borrowers shall give prompt written notice to the insurance carrier (other than with respect to a condemnation), and the Agent. Each Borrower hereby irrevocably authorizes and empowers the Agent, at the Agent’s option and in the Agent’s sole discretion or at the request of the Required Lenders in their sole discretion, as its attorney in fact, to make proof of such loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies or any action or proceeding relating to any condemnation of a Mortgaged Property, to collect and receive Insurance Proceeds and Condemnation Proceeds, and to deduct therefrom the Agent’s reasonable expenses incurred in the collection of such Insurance Proceeds; provided, however, that so long as no Default or Event of Default has occurred and is continuing and so long as the applicable Borrower shall in good faith diligently pursue such claim, the applicable Borrower may make

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proof of loss and appear in any proceedings or negotiations with respect to the adjustment of such claim or condemnation, except that the applicable Borrower may not settle, adjust or compromise any such claim or condemnation without the prior written consent of the Agent, which consent shall not be unreasonably withheld or delayed; provided, further, that the applicable Borrower may make proof of loss and adjust and compromise any claim under casualty insurance policies which is in an amount less than two and one-half percent (2.5%) of the Appraised Value of the applicable Mortgaged Property so long as no Default or Event of Default has occurred and is continuing and so long as the applicable Borrower shall in good faith diligently pursue such claim. The Borrowers further authorize the Agent, at the Agent’s option, to (i) apply the balance of such Insurance Proceeds and Condemnation Proceeds to the payment of the Obligations whether or not then due, or (ii) if the Agent shall require the reconstruction or repair of a Mortgaged Property, to hold the balance of such proceeds as trustee to be used to pay taxes, charges, sewer use fees, water rates and assessments which may be imposed on a Mortgaged Property and the Obligations as they become due during the course of reconstruction or repair of a Mortgaged Property and to reimburse the Borrowers, in accordance with such terms and conditions as the Agent may prescribe, for the costs of reconstruction or repair of a Mortgaged Property, and upon completion of such reconstruction or repair to apply any excess to the payment of the Obligations.

(g) Notwithstanding the foregoing or anything to the contrary contained in the Mortgages, the Agent shall make net Insurance Proceeds and Condemnation Proceeds available to the Borrowers to reconstruct and repair the Mortgaged Property, in accordance with such terms and conditions as the Agent may prescribe in the Agent’s discretion for the disbursement of the proceeds, provided that (i) the cost of such reconstruction or repair is not estimated by the Agent to exceed fifteen percent (15%) of the replacement cost of the damaged Building (as reasonably estimated by the Agent), (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Borrowers shall have provided to the Agent additional cash security in an amount equal to the amount reasonably estimated by the Agent to be the amount in excess of such proceeds which will be required to complete such repair or restoration, (iv) the Agent shall have approved the plans and specifications, construction budget, construction contracts, and construction schedule for such repair or restoration and reasonably determined that the repaired or restored Mortgaged Property will provide the Agent with adequate security for the Obligations (provided that the Agent shall not disapprove such plans and specifications if the Building is to be restored to substantially its condition immediately prior to such damage), (v) the Borrowers shall have delivered to the Agent written agreements binding upon not less than eighty-five percent (85%) of the tenants or other parties having present or future rights to possession of any portion of the affected Mortgaged Property or having any right to require repair, restoration or completion of the Mortgaged Property or any portion thereof (determined by reference to those tenants or licensees in the aggregate responsible for eighty-five percent (85%) of the rent or other monthly recurring charges under the Leases of the Mortgaged Property so damaged), agreeing upon a date for delivery of possession of the Mortgaged Property or their respective portions thereof, to permit time which is sufficient in the judgment of the Agent for such repair or restoration and approving the plans and specifications for such repair or restoration, or other evidence satisfactory to the Agent that none of such tenants or other parties may terminate their Leases as a result of such casualty or as a result of having a right to approve the plans and specifications for such repair or restoration and prior to the exhaustion or expiration of any rental loss insurance coverage, (vi) the Agent shall reasonably determine that such repair or

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reconstruction can be completed prior to the Maturity Date, (vii) the Agent shall receive evidence reasonably satisfactory to it that any such restoration, repair or rebuilding complies in material all respects with any and all applicable state, federal and local laws, ordinances and regulations, including without limitation, zoning laws, ordinances and regulations, and that all required permits, licenses and approvals relative thereto have been or will be issued in a manner so as not to materially impede the progress of restoration, (viii) the Agent shall receive evidence reasonably satisfactory to it that the insurer under such policies of fire or other casualty insurance does not assert any defense to payment under such policies against any Borrower or the Agent, and (ix) with respect to any Taking, Agent shall determine that following such repair or restoration there shall be no more than the lesser of (i) a five percent (5%) reduction in occupancy or income from the Mortgaged Property so affected by such specific condemnation or taking (excluding any proceeds from rental loss insurance or proceeds from such award allocable to rent) or (ii) a ten percent (10%) reduction in occupancy or in income from all of the Mortgaged Properties (excluding any proceeds from rental loss insurance or proceeds of such award allocable to rent), after giving effect to the current condemnation or taking and any previous condemnations or takings which may have occurred. Any excess Insurance Proceeds shall be paid to the Borrowers, or if an Event of Default has occurred and is continuing, such proceeds shall be applied to the payment of the Obligations, unless in either case by the terms of the applicable insurance policy the excess proceeds are required to be returned to such insurer. Any excess Condemnation Proceeds shall be applied to the payment of the Obligations. In no event shall the provisions of this section be construed to extend the Maturity Date or to limit in any way any right or remedy of the Agent upon the occurrence of an Event of Default hereunder. If the Mortgaged Property is sold or the Mortgaged Property is acquired by the Agent, all right, title and interest of the Borrowers in and to any condemnation proceeds, insurance policies and unearned premiums thereon and in and to the proceeds thereof resulting from loss or damage to the Mortgaged Property prior to the sale or acquisition shall pass to the Agent or any other successor in interest to the Borrowers or purchaser of the Mortgaged Property.

(h) The Borrowers will, at their expense, procure and maintain insurance covering the Borrowers and the Real Estate other than the Mortgaged Properties in such amounts and against such risks and casualties as are customary for properties of similar character and location, due regard being given to the type of improvements thereon, their construction, location, use and occupancy.

(i) [Intentionally Omitted].

(j) If all or any part of a Mortgaged Property shall be damaged by fire or other casualty or loss, the applicable Borrower will promptly restore the Mortgaged Property to the equivalent of its original condition; and if a part of a Mortgaged Property shall be damaged through condemnation, such Borrower will promptly restore, repair or alter the remaining portions of the Mortgaged Property in a manner reasonably satisfactory to Agent. Notwithstanding the foregoing, no Borrower shall be obligated to so restore unless, in each instance, Agent agrees to make available to such Borrower (subject to the terms of this Agreement) any net insurance or condemnation proceeds actually received by Agent in connection with such casualty loss or condemnation, to the extent such proceeds are required to defray the expense of such restoration; provided, however, that the insufficiency of any such insurance or condemnation proceeds to defray the entire expense of restoration shall in no way relieve any Borrower of its obligation to restore the Mortgaged Property.

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§7.8 Taxes. The Borrowers and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges imposed upon them or upon the Mortgaged Properties or the other Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom, provided that any such tax, assessment, charge or levy or charge need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection thereof with respect to such property, neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture or loss by reason of such proceeding and such Borrower, such Guarantor or any such Subsidiary shall have set aside on its books adequate reserves in accordance with GAAP; and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, such Borrower, such Guarantor or any such Subsidiary either (i) will provide a bond issued by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment, charge or levy.

§7.9 Inspection of Properties and Books. The Borrowers and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent, at the Borrowers’ expense, and the Lenders and upon reasonable prior notice, to visit and inspect any of the properties of the Borrowers, the Guarantors’ or any of their respective Subsidiaries (subject to the rights of tenants or licensees under their Leases), to examine the books of account of the Borrowers, the Guarantors and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrowers, the Guarantors and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers shall not be required to pay for such visits and inspections by the Agent more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of the Borrowers, the Guarantors and their respective Subsidiaries.

§7.10 Compliance with Laws, Contracts, Licenses, and Permits. The Borrowers and the Guarantors will, and will cause each of their respective Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except: (A) with respect to Borrowers and Guarantors, where a failure to so comply with any of clauses (ii), (iii) and (iv) could not reasonably be expected to have a Material Adverse Effect, (B) with respect to Guarantors, where a failure to so comply with either clause (i) or (v) could not reasonably be expected to have a Material Adverse Effect, and (C) with respect to Borrowers,

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where a failure so to comply with either clause (i) or (v) would not result in material non-compliance with such laws, regulations, licenses or permits. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrowers, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrowers, the Guarantors or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. Borrowers and Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that Borrowers or Guarantors shall determine that any investors in Borrowers or Guarantors are in violation of such act.

§7.11 Further Assurances. The Borrowers and the Guarantors will, and will cause each of their respective Subsidiaries to, cooperate with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents.

§7.12 Title Insurance.

The amount of title insurance coverage established by the Title Policies shall at all times be an amount equal to the greater of (a) the Total Commitment, or (b) the Borrowing Base Value.

§7.13 Leases of the Property.

(a) No Borrower will lease or license all or any portion of a Mortgaged Property without in each case the prior written consent of the Agent not to be unreasonably withheld, conditioned or delayed, provided, however, that without the prior written consent of Agent, the applicable Borrower may enter into a new Lease, provided that such Lease satisfies the following requirements: (i) the applicable Borrower is the sole lessor or licensor under such agreement and any agreements relating thereto; (ii) such Lease is unconditionally assignable by the applicable Borrower (including by collateral assignment), (iii) with respect to any new “retail” Lease, such Lease is subordinate to the Agent’s lien (upon the terms and conditions set forth in the standard form of occupancy agreement or pursuant to subordination conditions contained in the applicable Lease or a separate subordination agreement reasonably acceptable to Agent), (iv) with respect to any new “retail” Lease, is executed on the standard form of Master Space Agreement and Addendum to Master Space Agreement Additional Terms and Conditions for Colocation and Internet Access attached hereto and made a part hereof as Exhibit D on market terms, with only such changes thereto that are consistent with sound leasing and management practices for similar properties (it being acknowledged by Borrowers that the provisions of subparts (a)(i), (ii) and (iii) above in this §7.13 or the provisions of sections 10.5, 10.19 and 10.20 of the form of Master Space Agreement and Addendum may not be changed without Agent’s prior written consent; and (v) with respect to any new “wholesale” Lease, such Lease is entered into upon market terms with customary lender protections, including an agreement of the tenant to subordinate and attorn to Agent. In connection with any such Lease requiring the approval of Agent, the Borrowers will give notice to the Agent of any such

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proposed new Lease of any Mortgaged Property and shall provide to the Agent a copy of such proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant or licensee and any guarantor of the proposed Lease and such other information that the Agent may reasonably request.

(b) Borrowers shall not, and Borrowers shall not permit any other Affiliate of Borrowers to, amend, supplement, modify, grant any concessions to or waive performance of any obligations of any tenant or licensee under any Lease in any material manner without the prior written consent of Agent, including, without limitation, any modification, amendment, supplement or waiver that (i) materially affects the financial rights or obligations of a tenant or licensee, (ii) shortens the term of any Lease pertaining to a Mortgaged Property, (iii) materially increases the landlord’s or licensor’s obligations under the Lease, (iv) materially decreases the tenant’s or licensee’s obligations under the Lease, (v) grants any concession or abatement of rent or other monetary obligation greater than five percent (5%) of Monthly Recurring Charges for such Lease, or greater than five percent (5%) of Monthly Recurring Charges in the aggregate for such Mortgaged Property, (vi) modifies the assignability provisions of the Lease, (vii) amends or waives a provision otherwise required to be in a pre-approved form of such Lease as set forth in §7.13(a) above, or (viii) otherwise amends, supplements, modifies or waives any provision of the Lease in any material manner. Borrowers shall not, and Borrowers shall not permit any other Affiliates of Borrowers, to consent to the assigning or subletting of any Lease pertaining to a Mortgaged Property without the prior written consent of Agent, provided that a Borrower may consent to an assignment a Lease without the prior written consent of Agent with respect to any tenant or licensee whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Mortgaged Property, contributes less than five percent (5%) of Monthly Recurring Charges for such Mortgaged Property.

(c) Borrowers shall not, and Borrowers shall not permit any other Affiliate of Borrowers to, terminate, cancel or accept a surrender of any Lease pertaining to a Mortgaged Property (other than the natural expiration of a Lease in accordance with its terms) without the prior written consent of Agent, provided that Borrower may cancel, terminate or accept a surrender of such Lease without the prior written consent of Agent (i) with respect to any tenant or licensee which is in default of the payment obligations under a Lease and whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Mortgaged Property, contributes less than five percent (5%) of Monthly Recurring Charges for such Mortgaged Property, and (ii) with respect to any tenant or licensee which is not in default of any payment obligations under its Lease and whose Lease, when aggregated with any other Leases by such tenant or licensee or its affiliates at such Mortgaged Property, contributes less than two percent (2%) of the Monthly Recurring Charges for such Mortgaged Property.

§7.14 Business Operations. The Borrowers, the Guarantors and their respective Subsidiaries shall operate their respective businesses in substantially the same manner and in substantially the same fields and lines of business as such business is now conducted and in compliance with the terms and conditions of this Agreement and the Loan Documents. Borrowers and Guarantors will not, and will not permit any Subsidiary to, directly or indirectly, engage in any line of business other than the ownership, operation and development of Data Center Properties or businesses incidental thereto.

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§7.15 Registered Servicemark. Except as set forth on Schedule 6.6, without prior written notice to the Agent, none of the Mortgaged Properties shall be owned or operated by the Borrowers under any registered or protected trademark, tradename, servicemark or logo. In the event any of the Mortgaged Properties shall be owned or operated under any registered or protected tradename, trademark, servicemark or logo, the applicable Borrower shall enter into an agreement with Agent, in form and substance satisfactory to Agent, granting to Agent, any successful bidder at a foreclosure sale of such Mortgaged Property and any subsequent transferee the right and/or license to continue operating such Mortgaged Property under such tradename, trademark, servicemark or logo.

§7.16 Ownership of Real Estate. Without the prior written consent of Agent, all Real Estate and all interests (whether direct or indirect) of Parent Company in any real estate assets now owned or leased or acquired or leased after the date hereof shall be owned or leased directly by a Wholly Owned Subsidiary of QTLP; provided, however that (a) QTLP shall be permitted to own or lease interests in Real Estate through non-Wholly Owned Subsidiaries and Unconsolidated Affiliates as permitted by §8.3 and (b) QTLP and REIT shall be permitted to own or lease its corporate headquarters.

§7.17 Distributions of Income to Parent Company. Parent Company shall cause all of its Subsidiaries that are not Subsidiary Borrowers (subject to the terms of any loan documents under which such Subsidiary is the borrower) to promptly distribute to Parent Company (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, its share of all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, capital improvements and leasing commissions for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis and capital improvements and tenant/licensee improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices.

§7.18 [Intentionally Omitted].

§7.19 Plan Assets. The Borrowers will do, or cause to be done, all things necessary to ensure that none of the Mortgaged Properties will be deemed to be Plan Assets at any time.

§7.20 [Intentionally Omitted].

§7.21 Single Purpose Entity Requirements. The Borrowers and the SPE Entities hereby represent, warrant and covenant as follows:

(a) Obligation to be a Single Purpose Entity.

(i) Each Borrower has been a Single Purpose Entity at all times since its formation or change to a Single Purpose Entity and, notwithstanding anything in this Agreement or any other Loan Document to the contrary, will continue to be a Single Purpose Entity at all times until the Loans have been paid in full and the Lenders have no further obligations to make advances of the proceeds of the Loans.

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(ii) Each SPE Entity has been a Single Purpose Entity at all times since its formation or change to a Single Purpose Entity and will continue to be a Single Purpose Entity at all times until the Loans have been paid in full and the Lenders have no further obligations to make advances of the proceeds of the Loans.

(iii) The “single purpose entity” provisions included in the Entity Agreements (hereinafter defined) of the Borrowers and each SPE Entity shall not, without Agent’s prior written consent, be amended, altered, rescinded or otherwise revoked until the Loans have been paid in full and the Lenders have no obligation to make advances of the proceeds of the Loans.

(iv) Prior to the withdrawal or the disassociation of any SPE Entity from a Borrower or any other SPE Entity, such Borrower or such SPE Entity shall immediately appoint a new general partner or managing member whose Entity Agreements are substantially similar to those of the original SPE Entity (provided that the foregoing shall not be construed as a consent to any transfer).

(b) Definition of Single Purpose Entity.

(i) Borrower Criteria. With respect to the Borrowers a “Single Purpose Entity” means a corporation, limited partnership or limited liability company which, at all times since its formation or change to a Single Purpose Entity and thereafter complies with the following provisions and includes substantially similar provisions in its Entity Agreement (hereinafter defined):

(A) Notwithstanding any other provision of any articles of incorporation, bylaws, limited partnership agreement, limited liability company agreement, operating agreement or any other document governing the formation, management or operation of any Borrower (each an “Entity Agreement”), and notwithstanding any provision of law that otherwise so empowers any Borrower, its members, partners, Board, any officer or any other Person, in addition to any other limitations set forth in its Entity Agreements, neither the members, partners, Board nor any officer nor any other Person shall be authorized or empowered, nor shall they permit such Borrower to, and such Borrower shall not, without the prior unanimous written consent of the member or members, shareholders or partners (as applicable) and the Board (including all Independent Directors), general partner or manager (as applicable), take any Material Action, provided, however, that a Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Directors then serving in such capacity.

(B) if such Borrower is (1) a limited liability company (other than a single member limited liability company which satisfies the requirements of clause (C) below, in which case satisfaction of the provisions of §7.21(b)(ii) is not required), has had and shall have at least one (1) member that satisfies the requirements of §7.21(b)(ii) below and such member is its managing member, or (2) a limited partnership, all of its general partners have satisfied and shall satisfy the requirements of §7.21(b)(ii) below;

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(C) if such Borrower is a single member limited liability company, (1) such entity shall be formed and organized under Delaware law and otherwise comply with all other criteria of Agent for single member limited liability companies (including, without limitation, the inclusion of a Springing Member); and (2) such entity shall have at least two (2) Independent Directors on its Board;

(D) if such Borrower is a corporation, has had and shall have at least two (2) Independent Directors on its board of directors;

(E) The Board, general partner or manager (as applicable) and the member(s), shareholders or partners (as applicable) of any Borrower shall cause such Borrower to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. Notwithstanding anything to the contrary in any Entity Agreement, the Board, general partner, member or manager (as applicable) also shall cause such Borrower to and such Borrower shall:

a. maintain its books, records and bank accounts separate from those of any other Person other than QTLP;

b. at all times hold itself out to the public and all other Persons as a legal entity separate from its members, shareholders and partners and from any other Person;

c. if such Borrower is a corporation or a single member Delaware limited liability company, have its own Board;

d. file its own tax returns separate from those of any other Person, except to the extent that a Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, and pay any taxes required to be paid under applicable law;

e. not commingle its assets with assets of any other Person other than a Borrower or QTLP and only to the extent required under the Loan Documents;

f. conduct its business only in its own name and comply with all organizational formalities necessary to maintain its separate existence, except as otherwise expressly required under the Loan Documents or consented to in writing by the Agent;

g. maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that a Borrower’s assets may be included in a consolidated financial statement of its Affiliate provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Borrower from such Affiliate and to indicate that, except as contemplated by the Loan Documents,

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such Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Borrower’s own separate balance sheet;

h. pay its own liabilities and expenses only out of its own funds or the funds of QTLP;

i. not enter into any transaction with an Affiliate of such Borrower except as permitted by §8.3;

j. maintain a sufficient number of employees in light of its contemplated business purpose and pay the salaries of its own employees, if any, only from its own funds;

k. except with respect to the Obligations of the Borrowers and the Guarantors under the Loan Documents and the Hedge Obligations, not hold out its credit or assets as being available to satisfy the obligations of any other Person;

l. allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including for shared office space and for services performed by an employee of an affiliate;

m. use separate stationery, invoices and checks bearing its own name or the name of QTLP;

n. not pledge its assets to secure the obligations of any other Person except with respect to the Obligations of the Borrowers and the Guarantors under the Loan Documents and the Hedge Obligations;

o. correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person;

p. maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall not require the member(s), partners or shareholders (as applicable) of a Borrower to make additional capital contributions to such Borrower;

q. cause its Board, if any, to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other limited liability company, corporation or limited partnership formalities under the law of the state in which a Borrower is organized;

r. not acquire any obligation or securities of any member, shareholder or partner of a Borrower or of any Affiliate of such Borrower any of its members, shareholders or partners;

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s. cause the directors, officers, agents and other representatives of a Borrower to act at all times with respect to such Borrower consistently and in furtherance of the foregoing and in the best interests of such Borrower; and

t. compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred; provided; however, that this provision shall not require any member, shareholder or partner (as applicable) of a Borrower to make any additional capital contributions to such Borrower.

(F) The failure of a Borrower, or manager, general partner or Board on behalf of such Borrower, to comply with any of the foregoing covenants or any other covenants contained its Entity Agreement shall not affect the status of such Borrower as a separate legal entity or the limited liability of the members, directors or general partner.

(G) Notwithstanding anything to the contrary the Entity Agreements of a Borrower, the Board, general partner or manager (as applicable) shall not cause or permit such Borrower to and such Borrower shall not:

a. guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except Obligations of another Borrower or Guarantor pursuant to the Loan Documents and the Hedge Obligations;

b. engage in any business or activity, other than with respect to such Borrower, the ownership, operation and maintenance of a Mortgaged Property and activities incidental thereto;

c. incur, create or assume any indebtedness or liabilities other than indebtedness and liabilities incurred in the ordinary course of its business that are related to the ownership and operation of the Mortgaged Property and the provision of services to tenants, licensees and other users of the Mortgaged Property in connection with the operation of the Mortgaged Property as a Data Center Property or associated with the ownership or lease of such Borrower’s equipment and other personal property owned by such Borrower and are expressly permitted under the Loan Documents;

d. make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that a Borrower may invest in those investments permitted under the Loan Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Loan Documents and permit the same to remain outstanding in accordance with such provisions;

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e. to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of substantially all of its assets other than such activities as are expressly permitted pursuant to the Loan Documents;

f. buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities);

g. form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity;

h. own any asset or property other than the Mortgaged Property owned by such Borrower and incidental equipment and personal property necessary for the ownership or operation of such Mortgaged Property; or

i. permit any Affiliate or constituent party independent access to a Borrower’s bank accounts, except pursuant to or as required by the Loan Documents.

(ii) SPE Entity Criteria. With respect to any SPE Entity, a “Single Purpose Entity” means a corporation or a Delaware single member limited liability company which, at all times since its formation or change to such a Single Purpose Entity and thereafter complies in its own right with each of the requirements contained in §7.21(b)(i)(A)-(G) except that:

(A) with respect to §7.21(b)(i)(G)(b.) the SPE Entity shall not engage in any business or activity other than being the sole member or general partner, as the case may be, of the applicable Borrower and owning its Equity Interest in the applicable Borrower;

(B) with respect to §7.21(b)(i)(G)(h.), the SPE Entity has not and shall not acquire or own any assets other than its Equity Interest in the applicable Borrower; and

(C) with respect to §7.21(b)(i)(G)(c.) the SPE Entity has not and shall not incur any debt, secured or unsecured, direct or contingent (including, without limitation, guaranteeing any obligation) other than the Obligations and the Hedge Obligations.

§7.22 Power Generators. If any Borrower has, or under applicable law is required to maintain, a generator use permit, such Borrower, shall pay any fines with respect to its generator use permit in a timely manner and shall not allow any such permits to terminate due to non-payment of fines or other defaults.

§7.23 Material Agreements and Management Agreements. Borrowers and QTLP shall, and QTLP shall cause any Subsidiary of QTLP to, (a) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under each Material Agreement and Management Agreement to which it is a party, and do all things

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necessary to preserve and to keep unimpaired its rights thereunder, (b) promptly notify Agent in writing of the giving of any notice of any default by any party under any Material Agreement or Management Agreement of which it is aware and (c) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement and Management Agreement to which it is a party in a commercially reasonable manner. Neither Borrower, QTLP nor QTLP’s Subsidiaries shall without Agent’s prior written consent: (a) enter into, surrender or terminate any Material Agreement or Management Agreement to which it is a party (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (b) increase or consent to the increase of the amount of any charges under any Material Agreement or Management Agreement to which it is a party, except as provided therein or on an arms’-length basis and commercially reasonable terms; (c) transfer, assign or encumber any Material Agreement or Management Agreement except to Agent pursuant to the Loan Documents; or (d) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement or Management Agreement to which it is a party in any material respect, except on an arm’s-length basis and commercially reasonable terms. After the Closing Date, all Material Agreements and Management Agreements relating to a Mortgaged Property shall be entered into solely by the applicable Borrower unless otherwise approved in writing by Agent.

§7.24 [Intentionally Omitted].

§7.25 Property Condition Report. Not later than 45 days after the date of this Agreement, the Borrowers shall deliver to the Agent a property condition report with respect to the Richmond Property from a firm of professional engineers or architects selected by the Borrowers and reasonably acceptable to the Agent addressing such matters as the Agent may reasonably require. The Borrowers shall remedy any material deficiencies identified in such report that the Agent requests be remedied within such period of time reasonably required by the Agent.

§7.26 Creation of REIT. As a condition to the occurrence of the IPO Event, Borrowers and Guarantors agree, as follows:

(a) all matters relating to the IPO Event, including, without limitation, the organizational structure and management of Parent Company and its Subsidiaries following the occurrence of the IPO Event, shall be subject to the Agent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed;

(b) all of the formation and contribution agreements related to the IPO Event shall be in form and substance reasonably acceptable to Agent;

(c) simultaneously with the occurrence of the IPO Event (i) QTLP shall become an “operating partnership” which will own not less than 100% of the interests in Borrowers, (ii) the structure of the transaction shall be such that the financial results of QTLP and its Subsidiaries would be Consolidated with the accounts of REIT, and (iii) REIT shall be the sole general partner of QTLP;

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(d) Borrowers and Guarantors shall cause REIT to execute such documents as Agent may reasonably require to cause such Person to become a “Guarantor” under this Agreement and the other Loan Documents; and

(e) the Borrowers, Guarantors (including REIT) and the Agent shall enter into such amendments to the Loan Documents or other agreements as the Agent may reasonably require to reflect the creation of REIT.

§8. NEGATIVE COVENANTS.

The Borrowers and the Guarantors, jointly and severally, covenant and agree that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any Loans:

§8.1 Restrictions on Indebtedness. The Borrowers and the Guarantors will not, and will not permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:

(a) Indebtedness to the Lenders arising under any of the Loan Documents;

(b) Indebtedness to the Lender Hedge Providers in respect of any Hedge Obligations;

(c) current liabilities of the Borrowers, the Guarantors or their respective Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;

(d) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and (ii) claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8 or §8.20, as applicable;

(e) Indebtedness arising under, or in connection with, the Corporate Credit Agreement in an aggregate amount not to exceed $540,000,000 and any Permitted Refinancing thereof;

(f) endorsements for collection, deposit or negotiation incurred in the ordinary course of business;

(g) subject to the provisions of §9, (i) Secured Debt that is Recourse Indebtedness, provided that the aggregate amount of such Indebtedness (together with the Obligations and the Hedge Obligations but excluding Indebtedness described in §8.1(e) ) shall not exceed fifteen percent (15%) of Gross Asset Value, and (ii) Non-Recourse Indebtedness, provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) in excess of $50,000,000 unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers and Guarantors will be in compliance with their covenants referred to therein after giving effect to the incurrence of such Indebtedness;

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(h) the Indebtedness of QTLP with respect to the QTLP Subordinate Debt, which is subordinated to the repayment of the Obligations and the Hedge Obligations pursuant to QTLP Subordination and Standstill Agreement;

(i) [Intentionally Omitted];

(j) the Equipment Loan; and

(k) subject to the provisions of §9, Unsecured Indebtedness of QTLP, REIT (following the occurrence of the IPO Event) or Subsidiaries of QTLP that are not a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(k) in excess of $50,000,000 unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers and Guarantors will be in compliance with its covenants referred to therein after giving effect to the incurrence of such Indebtedness.

Notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, QTS Richmond TRS, the Additional Subsidiary Guarantors or any Subsidiaries of QTLP directly or indirectly owning a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor shall create, incur, assume, guarantee or be or remain liable contingently or otherwise, with respect to any Unsecured Indebtedness other than Indebtedness described in §§8.1(c), (d) and (f), (ii) none of the Indebtedness described in §8.1(g) above shall have any of the Mortgaged Properties or any interest therein or equipment related thereto or any direct or indirect ownership interest in a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Parent Company (other than a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) to incur Non-Recourse Indebtedness subject to the terms of this §8.1 or recourse to the general credit of the Parent Company), and (iii) none of the Borrowers, QTS Richmond TRS, Additional Subsidiary Guarantors or any Subsidiary of QTLP directly or indirectly owning an interest therein shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §§8.1(a)-(d), (f) and (j)(as to QIPM only) above.

§8.2 Restrictions on Liens, Etc. The Borrowers and the Guarantors will not, and will not permit their Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of their

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property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against any of them that if unpaid could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, as part of a financing transaction; or (f) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations or the Hedge Obligations (collectively, “Liens”); provided that notwithstanding anything to the contrary contained herein, the Borrowers, the Guarantors and any such Subsidiary may create or incur or suffer to be created or incurred or to exist:

(i) (A) Liens on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or claims for labor, material or supplies incurred in the ordinary course of business in respect of obligations not then delinquent or not otherwise required to be paid or discharged under the terms of this Agreement or any of the other Loan Documents and (B) Liens in respect of judgments (I) on assets other than the Collateral and any direct or indirect interest of Parent Company or any Subsidiary of Parent Company in any Borrower, QTS Richmond TRS or any Additional Subsidiary Guarantor only to the extent and for the period and for an amount not constituting an Event of Default, or (II) on a Mortgaged Property but only to the extent such Lien is fully released and discharged from the Mortgaged Property prior to the first to occur of the date that is sixty (60) days after such Lien attaches to the Mortgaged Property or the commencement of any action to enforce such judgment against the Mortgaged Property;

(ii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations;

(iii) Liens consisting of (A) Liens on Real Estate or assets relating thereto (including the rents, issues and profits therefrom), other than Real Estate that constitutes a Mortgaged Property or any interest therein (including the rents, issues and profits therefrom) or assets related thereto, securing Indebtedness which is permitted by §8.1(e) and and §8.1(g) or (B) liens consisting of pledges of security interests in the ownership interests of any Subsidiary which is not a Borrower or the direct or indirect owner of an interest in a Borrower securing Indebtedness which is permitted by §8.1(g);

(iv) encumbrances on properties other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrowers or any such Subsidiary is a party, purchase money security interests and other liens or encumbrances, which do not individually or in the aggregate have a Material Adverse Effect;

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(v) Liens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations;

(vi) Liens and encumbrances on a Mortgaged Property expressly permitted under the terms of the Mortgage relating thereto;

(vii) Liens in favor of the Equipment Lender under the Equipment Loan Documents to secure the obligations thereunder; and

(viii) Liens by Parent Company or its Subsidiaries (other than a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)), on Cash or Cash Equivalents.

Notwithstanding anything in this Agreement to the contrary, (x) no Subsidiary of Parent Company that owns a direct or indirect interest in a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries) shall create or incur or suffer to be created or incurred or to exist any Lien other than Liens contemplated in §§8.2(i), (ii), (v), and (vi) and (y) neither QTLP nor REIT (following the occurrence of the IPO Event) shall create or suffer to be created or incurred or to exist any Lien other than Liens contemplated in §8.2(i), (ii), (iii)(A) (as to the headquarters building of REIT or QTLP only), (iii)(B), (iv) or (viii).

§8.3 Restrictions on Investments. Neither the Borrowers nor the Guarantors will, nor will they permit any of their respective Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

(a) Cash Equivalents;

(b) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by such Borrower, such Guarantor or such Subsidiary;

(c) [Intentionally Omitted];

(d) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; provided, however, that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $200,000;

(e) repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (c) with banks described in the foregoing subsection (d) or with financial institutions or other corporations having total assets in excess of $500,000,000;

(f) shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (b) through (e) and have total assets in excess of $50,000,000;

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(g) the acquisition of fee interests or long-term ground lease interests by Parent Company or its Subsidiaries in (i) Real Estate which is utilized for income-producing Data Center Properties located in the continental United States or the District of Columbia and businesses and investments incidental thereto, and (ii) subject to the restrictions set forth in this §8.3, the acquisition of Land Assets to be developed for the foregoing purposes and Development Properties to be used for the purposes set forth in §8.3(g)(i);

(h) Investments by QTLP and its Subsidiaries in (i) Wholly Owned Subsidiaries of QTLP, or (ii) entities that upon completion of a transaction will be a Wholly Owned Subsidiary of QTLP;

(i) Investments in Development Properties, provided that the aggregate Investment therein shall not exceed twenty-five percent (25%) of Gross Asset Value;

(j) Investments in Land Assets, provided that the aggregate Investment therein shall not exceed five percent (5%) of Gross Asset Value;

(k) Investments by QTLP in non-Wholly Owned Subsidiaries and Unconsolidated Affiliates, provided that the aggregate Investment therein shall not exceed ten percent (10%) of Gross Asset Value;

(l) Investments (i) in equipment which will be incorporated into the development of Data Center Properties or the corporate headquarters of Parent Company and its Subsidiaries, (ii) with utility companies to bring critical power to Data Center Properties, and (iii) with fiber optic companies to bring fiber optics to Data Center Properties;

(m) Investments in the Bonds or any security instruments securing the Bonds;

(n) Investments by QTLP and REIT (after the occurrence of the IPO Event) in Real Estate to be used by QTLP and REIT (after the occurrence of the IPO Event) as their corporate headquarters; and

(o) After the occurrence of the IPO Event, Investments by Parent Company in QTLP.

Notwithstanding the foregoing, (x) in no event shall the aggregate value of the holdings of Parent Company and its Subsidiaries in the Investments described in §8.3(i)-(k) exceed thirty-five percent (35%) of Gross Asset Value at any time and (y) in no event shall the Borrowers, the Guarantors or any of their respective Subsidiaries have any Investments in mortgages or notes receivable, except with respect to the Investments permitted in §8.3(m).

For the purposes of this §8.3, the Investment of Parent Company or its Subsidiaries in any non-Wholly Owned Subsidiaries and Unconsolidated Affiliates will equal (without duplication) the sum of such Person’s pro rata share of any Investments valued at the GAAP book value.

§8.4 Merger, Consolidation. Borrowers and Guarantors will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization,

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consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of QTLP (other than any Subsidiary that is a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) with and into QTLP (it being understood and agreed that in any such event QTLP will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of QTLP (other than a Borrower or a Guarantor), (iii) any dissolution of a Subsidiary of QTLP (other than a Borrower or a Guarantor) that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with QTLP or a Subsidiary of QTLP (other than a Subsidiary which is a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)), so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) if the surviving Person shall be QTLP if QTLP is a party thereto or such Subsidiaries of QTLP; (C) the Borrowers’ Representative shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

§8.5 Sale and Leaseback. The Borrowers and the Guarantors will not, and will not permit their respective Subsidiaries, to enter into any arrangement, directly or indirectly, whereby any Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter such Borrower or any such Subsidiary shall lease back such Real Estate without the prior written consent of Agent, such consent not to be unreasonably withheld.

§8.6 Compliance with Environmental Laws. None of the Borrowers or the Guarantors will, nor will any of them permit any of its respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating large-scale data centers and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material compliance with Environmental Laws, (d) conduct any activity at any Real Estate or use any Real Estate in any manner that could reasonably be contemplated to cause a Release of Hazardous Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to material liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in material compliance with all Environmental Laws), except, with respect to any Real Estate other than a Mortgaged Property where any such use, generation, conduct or other activity has not had and could not reasonably be expected to have a Material Adverse Effect.

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The Borrowers shall:

(i) in the event of any change in Environmental Laws governing the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrowers) to confirm that no Hazardous Substances are or ever were Released or disposed of on the Mortgaged Properties in violation of the applicable Environmental Law as so changed; and

(ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on any Mortgaged Property (including without limitation any such Release or disposal occurring prior to the acquisition or leasing of such Mortgaged Property by the Borrowers), the Borrowers shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances and remediation of the Mortgaged Property in full compliance with all applicable Environmental Laws; provided, that each of the Borrowers shall be deemed to be in compliance with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Agent and no action shall have been commenced by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein.

At any time after an Event of Default shall have occurred and is continuing hereunder the Agent may at its election (and will at the request of the Required Lenders) obtain such environmental assessments of any or all of the Mortgaged Properties prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to any such Mortgaged Property and (ii) whether the use and operation of any such Mortgaged Property complies with all Environmental Laws to the extent required by the Loan Documents. Additionally, at any time that the Agent or the Required Lenders shall have reasonable grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may expose such Person to liability may have occurred, relating to any Mortgaged Property, or that any of the Mortgaged Property is not in compliance with Environmental Laws to the extent required by the Loan Documents, Borrowers shall promptly upon the request of Agent obtain and deliver to Agent such environmental assessments of such Mortgaged Property prepared by an Environmental Engineer as may be reasonably necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the soil or water at or adjacent to such Mortgaged Property at levels that would require remediation under applicable Environmental Law and (ii) whether the use and operation of such Mortgaged Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Mortgaged Property including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of such Mortgaged

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Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrowers.

§8.7 Distributions.

(a) Neither QTLP nor, after the IPO Event, REIT, shall pay any Distribution to its respective partners, members or other owners, if such Distribution is in excess of the amount which when added to the amount of all other Distributions paid in the same calendar quarter and the preceding three (3) calendar quarters, plus any amounts paid by QTLP pertaining to the QTLP Subordinate Debt (subject to the last sentence of this §8.7(a)), would exceed the sum of ninety percent (90%) of such Person’s Funds from Operations for such period plus any interest expense relating to the QTLP Subordinate Note deducted in calculating Funds from Operations for such period; provided that the limitations contained in this §8.7(a) shall not preclude (1) prior to the IPO Event, QTLP from making Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of General Atlantic, as evidenced by a certification of the principal financial or accounting officer of QTLP containing calculations in detail reasonably satisfactory in form and substance to the Agent, and (2) after the occurrence of the IPO Event, Parent Company and QTLP from making Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of REIT following the date that REIT elects to be a real estate investment trust under the Code, as evidenced by a certification of the principal financial or accounting officer of Parent Company containing calculations in detail reasonably satisfactory in form and substance to the Agent. Notwithstanding the foregoing, any amounts paid by QTLP pertaining to the QTLP Subordinate Debt from proceeds of any Equity Offering shall not be included in any calculation to determine Borrowers’ compliance with the limitation on Distributions contained in this §8.7(a) so long as (i) no Default or Event of Default then exists, (ii) such proceeds are actually applied to the QTLP Subordinate Debt within two (2) Business Days of the Equity Offering, and (iii) the amount of funds applied to the QTLP Subordinate Debt from such Equity Offering do not exceed Thirty Million and No/100 Dollars ($30,000,000.00).

(b) In the event that an Event of Default shall have occurred and be continuing, (i) Borrowers shall make no Distributions, and (ii) QTLP and REIT shall make no Distributions to its respective partners, members or other owners, other than (1) prior to the IPO Event, Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of General Atlantic, as evidenced by a certification of the principal financial or accounting officer of QTLP containing calculations in detail reasonably satisfactory in form and substance to the Agent, and (2) after the IPO Event, if REIT exists and has elected REIT Status, Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the principal financial or accounting officer of Parent Company containing calculations in detail reasonably satisfactory in form and substance to the Agent.

(c) Notwithstanding the foregoing, at any time when an Event of Default under §12.1(a), (b), (h), (i) or (j) shall have occurred or the maturity of the Obligations has been accelerated, Borrowers, QTLP and REIT shall not make any Distributions whatsoever, directly or indirectly.

(d) The foregoing provisions in this §8.7 shall not limit the ability of REIT or QTLP (i) to retain, acquire, relinquish or sell stock awarded to its employees pursuant to equity compensation programs in the ordinary course of business in order to pay applicable withholding tax obligations of such employee or (ii) to issue, to obtain the surrender of, or relinquish Equity Interests upon the exercise of stock options, warrants or other rights to acquire Equity Interests.

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§8.8 Asset Sales. The Borrowers and the Guarantors will not, and will not permit their respective Subsidiaries to, sell, transfer or otherwise dispose of any material asset other than pursuant to a bona fide arm’s length transaction. Neither any Borrower, any Guarantor nor any Subsidiary thereof shall sell, transfer or otherwise dispose of any Real Estate in one transaction or a series of transactions during any four (4) consecutive fiscal quarters in excess of an amount equal to twenty-five percent (25%) of Gross Asset Value, except as the result of a condemnation or casualty and except for the granting of Permitted Liens, as applicable, without the prior written consent of Agent and the Required Lenders. For the purpose of calculating the twenty-five (25%) threshold in the preceding sentence, in the event of any sale, transfer or other disposition of any Real Estate by Parent Company or any Subsidiary to any Person which is a non-Wholly Owned Subsidiary, only the portion of the Real Estate in which QTLP or the transferring Subsidiary does not retain an interest shall be counted toward such threshold. A transfer from Parent Company or any Subsidiary to a Wholly Owned Subsidiary of QTLP or among Wholly Owned Subsidiaries of QTLP shall not count against the twenty five percent (25%) limit.

§8.9 Cross Collateralization. No Borrower or Guarantor shall Cross Collateralize, or agree to Cross Collateralize, Indebtedness.

§8.10 Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contracts, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

§8.11 Zoning and Contract Changes and Compliance. No Borrower shall initiate or consent to any zoning reclassification of any of its Mortgaged Property or seek any variance under any existing zoning ordinance or use or permit the use of any Mortgaged Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation without the prior written consent of Agent. No Borrower shall initiate any change in any laws, requirements of governmental authorities or obligations created by private contracts (other than the Leases, which are governed by §7.13) which now or hereafter may materially adversely affect the ownership, occupancy, use or operation of any Mortgaged Property.

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§8.12 Derivatives Contracts. Neither the Borrowers, the Guarantors nor any of their Subsidiaries shall contract, create, incur, assume or suffer to exist any Derivatives Contracts except for Hedge Obligations and interest rate swap, collar, cap or similar agreements providing interest rate protection and currency swaps and currency options (including any Hedge Obligations) made in the ordinary course of business and permitted pursuant to §8.1.

§8.13 Transactions with Affiliates. Neither the Borrowers nor the Guarantors shall, and none of them shall permit any Subsidiary of any Borrower or any Guarantor to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Wholly Owned Subsidiary of QTLP), except transactions pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are substantially no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate.

§8.14 Equity Pledges.

(a) Except as may be permitted in the definition of “Change of Control” in §1.1, prior to the IPO Event, QTLP will not create or incur or suffer to be created or incurred any Lien on any of its direct or indirect legal, equitable or beneficial interest in the Borrowers, including, without limitation, any Distributions or rights to Distributions on account thereof.

(b) Notwithstanding anything in this Agreement to the contrary, neither Parent Company nor any of its Subsidiaries, will create or incur or suffer to be created or incurred any Lien on any of its direct or indirect legal, equitable or beneficial interest in any Borrower, including, without limitation, any Distributions or rights to Distributions on account thereof.

§8.15 Management Fees. Borrowers shall not pay, and shall not permit to be paid, any management fees or other payments under any Management Agreement for any Mortgaged Property to QTS Richmond TRS or any other manager or service provider that is an Affiliate of any Borrower in the event that a Default or Event of Default shall have occurred and be continuing.

§8.16 [Intentionally Omitted].

§8.17 [Intentionally Omitted].

§8.18 [Intentionally Omitted].

§8.19 Subordinate Debt. QTLP shall be permitted to pay amounts with respect to the “Subordinate Debt” (as defined in the QTLP Subordination and Standstill Agreement) only at such times and to the extent that no Default or Event of Default exists or would arise as a result thereof. Without the prior written consent of the Required Lenders, which consent may be withheld by the Required Lenders in their sole and absolute discretion, QTLP shall not (i) modify or amend the Subordinate Debt, (ii) prepay, amortize, purchase, retire, redeem or otherwise acquire the Subordinate Debt, except as expressly permitted in the QTLP Subordination and Standstill Agreement, or (iii) make any payments on the Subordinate Debt except as permitted in this §8.19.

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§8.20 Liens. No Borrower will suffer or permit any mechanics’ lien claims to be filed or otherwise asserted against its respective Mortgaged Property, and will promptly discharge the same in case of the filing of any claims for lien or proceedings for the enforcement thereof, provided, however, that such Borrower shall have the right to contest in good faith and with reasonable diligence the validity of any such lien or claim provided that such Borrower posts a statutory lien bond which removes such lien from title to the Mortgaged Property within ten (10) days of the filing of the lien. If any Borrower shall fail promptly either (i) to discharge any such lien, or (ii) post a statutory lien bond Agent may, at its election (but shall not be required to), procure the release and discharge of any such claim and any judgment or decree thereon and, further, may in its sole discretion effect any settlement or compromise of the same, or may furnish such security or indemnity to the Title Insurance Company, and any amounts so expended by Agent, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to constitute a disbursement of the Loan hereunder. In settling, compromising or discharging any claims for lien, Agent shall not be required to inquire into the validity or amount of any such claim.

§8.21 Management Agreements. The Borrowers shall not enter into any Management Agreement with a third party manager or provider of special data center services, including, without limitation, those similar to the services provided by QTS Richmond TRS at the Richmond Property, or receiving consideration from a tenant or licensee, for the Mortgaged Property without the prior written consent of the Required Lenders (which shall not be unreasonably withheld), and after such approval, no such Management Agreement shall be modified in any material respect or terminated without Required Lender’s prior written approval, such approval not to be unreasonably withheld. Agent may condition any approval of a new manager or service provider upon the execution and delivery to Agent of collateral assignment of such Management Agreement to Agent and a subordination of the manager’s or service provider’s rights thereunder to the rights of the Agent and the Lenders under the Loan Documents.

§9. FINANCIAL COVENANTS.

The Borrowers and the Parent Company, jointly and severally, covenant and agree that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any Loans:

§9.1 Borrowing Base. The Borrowers shall not permit at any time the outstanding principal balance of the Loans to be greater than the Borrowing Base Value.

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§9.2 Minimum Borrowers Debt Yield. The Borrowers will not at any time during any period set forth in the table below permit the Borrowers Debt Yield to be less than the percentage corresponding to such period.

Period	Borrowers Debt Yield
Closing Date to but excluding June 30, 2013		12.00	%
June 30, 2013 to but excluding December 31, 2013		13.00	%
December 31, 2013 to but excluding March 31, 2014		14.50	%
March 31, 2014 to but excluding December 31, 2015		16.250	%
On and after December 31, 2015		18.00	%

§9.3 Minimum Borrowing Base Debt Service Coverage Ratio. The Borrowers will not at any time during any period set forth in the table below permit the Borrowing Base Debt Service Coverage Ratio to be less than the percentage corresponding to such period.

Period	Borrowing Base Debt Service Coverage Ratio
Closing Date to but excluding June 30, 2013	1.30 to 1.00
June 30, 2013 to but excluding December 31, 2013	1.40 to 1.00
December 31, 2013 to but excluding March 31, 2014	1.60 to 1.00
March 31, 2014 to but excluding December 31, 2015	1.750 to 1.00
On and after December 31, 2015	2.00 to 1.00

§9.4 Consolidated Total Indebtedness to Gross Asset Value. Parent Company will not at any time permit Consolidated Total Indebtedness to exceed fifty-five percent (55%) of Parent Company’s Gross Asset Value.

§9.5 Adjusted Consolidated EBITDA to Consolidated Fixed Charges. Parent Company will not permit at any time the ratio of (a) Adjusted Consolidated EBITDA to (b) Consolidated Fixed Charges for the two (2) most recently ended calendar quarters annualized, to be less than 1.75 to 1.00.

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§9.6 Minimum Consolidated Tangible Net Worth. Parent Company will not at any time permit Parent Company’s Consolidated Tangible Net Worth to be less than the sum of (a) eighty-five percent (85%) of the Net Offering Proceeds of an Equity Offering after February 8, 2012 (excluding any proceeds from equity infusions used to redeem existing shareholders of QTLP at the IPO Event), plus (b) $330,000,000.00, plus (c) eighty-five percent (85%) of the value of interests in QTLP issued upon the contribution of assets to QTLP or its Subsidiaries (with such value determined at the time of contribution).

§9.7 Unhedged Variable Rate Debt. Parent Company shall not at any time permit the Unhedged Variable Rate Debt of Parent Company and its Subsidiaries to exceed twenty-five percent (25%) of Gross Asset Value.

§9.8 Corporate Debt Yield. Parent Company shall not at any time permit the Corporate Debt Yield to be less than fifteen percent (15%).

§10. CLOSING CONDITIONS.

The obligation of the Lenders to make the Loans shall be subject to the satisfaction, or waiver, of the following conditions precedent:

§10.1 Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and shall be in full force and effect. The Agent shall have received a fully executed counterpart of each such document.

§10.2 Certified Copies of Organizational Documents. The Agent shall have received from QIPR, QTS Richmond TRS and QTLP a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of QIPR, QTS Richmond TRS and QTLP, as applicable, as in effect on such date of certification and a certificate of good standing (or certificate of similar meaning) with respect to QIPR, QTS Richmond TRS and QTLP issued as of a recent date by each Secretary of State of the State of the formation of such Persons and a certificate of QIPR’s qualification to do business in the State of Virginia.

§10.3 Resolutions. All action on the part of QIPR, QTS Richmond TRS and QTLP, as applicable, necessary for the valid execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.

§10.4 Incumbency Certificate; Authorized Signers. The Agent shall have received from QIPR, QTS Richmond TRS and QTLP an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from QIPR, QTS Richmond TRS and QTLP a certificate, dated as of the Closing Date, signed by a duly authorized representative of QIPR, QTS Richmond TRS and QTLP, as the case may be, and giving the name and specimen signature of

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each Authorized Officer who shall be authorized to make Loan Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrowers under the Loan Documents.

§10.5 Opinion of Counsel. The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as of the Closing Date from counsel to QIPR, QTS Richmond TRS and QTLP in form and substance reasonably satisfactory to the Agent.

§10.6 Payment of Fees. QIPR and QTLP shall have paid to the Agent the fees payable pursuant to §4.2.

§10.7 Insurance. The Agent shall have received certificates evidencing that the Agent and the Lenders are named as mortgagee and additional insured, as applicable, on all policies of insurance as required by this Agreement or the other Loan Documents.

§10.8 Performance; No Default. QIPR and QTLP shall have performed and complied in all material respects with the terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default.

§10.9 Representations and Warranties. The representations and warranties made by the QIPR and QTLP in the Loan Documents or otherwise made by or on behalf the QIPR and QTLP and their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, except to the extent such representation and warranty is as of a specific date in which case such representation and warranty shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date.

§10.10 Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions, assurances, consents, approvals or documents as the Agent and the Agent’s counsel may reasonably require.

§10.11 Eligible Real Estate Qualification Documents. The Eligible Real Estate Qualification Documents for the Richmond Property shall have been delivered to the Agent at the Borrowers’ expense and shall be in form and substance reasonably satisfactory to the Agent.

§10.12 Compliance Certificate. The Agent shall have received a Compliance Certificate dated as of the date of the Closing Date demonstrating compliance with each of the covenants calculated therein as of the most recent calendar quarter for which Parent Company has provided financial statements under §6.4 adjusted in the best good faith estimate of Parent Company as of the Closing Date.

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§10.13 Appraisals. The Agent shall have received an Appraisal of the Richmond Property in form and substance reasonably satisfactory to the Agent, and the Agent shall have determined an Appraised Value for such Mortgaged Property.

§10.14 Consents. The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner, member or other consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained.

§10.15 Contribution Agreement. The Agent shall have received an executed counterpart of the Contribution Agreement.

§10.16 QTLP Subordination and Standstill Agreement. The Agent shall have received an executed counterpart of the QTLP Subordination and Standstill Agreement.

§10.17 Other. The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent’s Special Counsel may reasonably have requested.

§11. CONDITIONS TO ALL BORROWINGS.

The obligations of the Lenders to make any Loan, whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

§11.1 Prior Conditions Satisfied. All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made.

§11.2 Representations True; No Default. Each of the representations and warranties made by or on behalf of the Borrowers, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which they were made and shall also be true in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of the time of the making of such Loan, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing.

§11.3 Borrowing Documents. The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information (including, without limitation, a Compliance Certificate) as required by §2.7.

§11.4 Endorsement to Title Policy. Prior to funding any Loan after the Closing Date, the Agent shall receive a “pending disbursement” endorsement (or comparable affirmative coverage) to the Title Policy for the Richmond Property delivered to the Agent on the Closing Date, which “pending disbursement” endorsement (or comparable affirmative coverage) shall be

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acceptable to the Agent. At such times as the Agent shall determine in its reasonable discretion prior to funding any Loan, to the extent available under applicable law, a “date down” endorsement to each Title Policy indicating no change in the state of title and containing no survey exceptions not approved by the Agent, which endorsement shall, expressly or by virtue of a proper “revolving credit” clause or endorsement in each Title Policy, increase the coverage of each Title Policy to the aggregate amount of all Loans advanced and outstanding on or before the effective date of such endorsement (provided that the amount of coverage under an individual Title Policy for an individual Mortgaged Property need not equal the aggregate amount of all Loans), or if such endorsement is not available, such other evidence and assurances as the Agent may reasonably require (which evidence may include, without limitation, an affidavit from the Borrowers stating that there have been no changes in title from the date of the last effective date of the Title Policy).

§11.5 Future Advances Tax Payment. As a condition precedent to any Lender’s obligations to make any Loans available to the Borrowers hereunder, the Borrowers will pay to the Agent any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable as a result of such Loan to any state or any county or municipality thereof in which any of the Mortgaged Properties are located, and deliver to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on Mortgaged Property located in such state secure the Borrowers’ obligation with respect to the Loans then being requested by the Borrowers. The provisions of this §11.5 shall not limit the Borrowers’ obligations under other provisions of the Loan Documents, including without limitation §15 hereof.

§12. EVENTS OF DEFAULT; ACCELERATION; ETC.

§12.1 Events of Default and Acceleration. If any of the following events (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur:

(a) the Borrowers shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

(b) the Borrowers shall fail to pay any interest on the Loans or any fees or other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

(c) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue for five (5) Business Days after written notice thereof shall have been given to the Borrowers by the Agent;

(d) any of the Borrowers, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §7.25, §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8;

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(e) any of the Borrowers, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subclauses of this §12 or in the other Loan Documents);

(f) any representation or warranty made by or on behalf of the Borrowers, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated;

(g) any of the Borrowers, the Guarantors or any of their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Recourse Indebtedness totaling in excess of $15,000,000.00 or Non-Recourse Indebtedness in excess of $60,000,000.00;

(h) any of the Borrowers, the Guarantors or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing;

(i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers, the Guarantors or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof;

(j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers, the Guarantors or any of their respective Subsidiaries or

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adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted;

(k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive, one or more uninsured or unbonded final judgments, orders, awards, writs execution or attachments against Borrowers, Guarantors or any of their respective Subsidiaries that, either individually or in the aggregate, exceed $10,000,000.00;

(l) any of the Loan Documents, the Contribution Agreement or the QTLP Subordination and Standstill Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents, the Contribution Agreement or the QTLP Subordination and Standstill Agreement shall be commenced by or on behalf of any of the Borrowers or any of the Guarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to the effect that any one or more of the Loan Documents, the Contribution Agreement or the QTLP Subordination and Standstill Agreement is illegal, invalid or unenforceable in accordance with the terms thereof;

(m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers, the Guarantors or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers, the Guarantors or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other Loan Documents;

(n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of any of the Borrowers, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $10,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan;

(o) any Borrower, any Guarantor or any of their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of the Borrowers, the Guarantors or any of their respective Subsidiaries which in the good faith judgment of the Required Lenders could have a Material Adverse Effect, or (ii) the Collateral;

(p) any Change of Control shall occur;

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(q) an Event of Default under any of the other Loan Documents shall occur;

(r) Any default, material misrepresentation or breach of warranty in the QTLP Subordination and Standstill Agreement by QTLP or the subordinate lender that is the holder of QTLP Subordinate Note; or

(s) an Event of Default under the Corporate Credit Agreement shall occur;

then, and in any such event, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent.

§12.2 Certain Cure Periods; Limitation of Cure Periods.

(a) Notwithstanding anything contained in §12.1 to the contrary, (i) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(b) in the event that the Borrowers cure such Default within five (5) Business Days after the date such payment is due, provided, however, that Borrower shall not be entitled to receive more than two (2) grace periods in the aggregate pursuant to this clause (i) in any period of 365 days ending on the date of any such occurrence of Default, and provided further that no such cure period shall apply to any payments due upon the maturity of the Notes, and (ii) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(e) in the event that the Borrowers cure such Default within thirty (30) days following receipt of written notice of such default, provided that the provisions of this clause (ii) shall not pertain to defaults consisting of a failure to provide insurance as required by §7.7, to any default consisting of a failure to comply with §7.4(c), §7.5(a), §7.14, §7.19, §7.21, §7.22, §7.26, §8.1, §8.2, §8.3, §8.4, §8.5, §8.7, §8.8, §8.9, §8.10, §8.14 or to any Default excluded from any provision of cure of defaults contained in any other of the Loan Documents.

(b) In the event that there shall occur any Default that affects only certain Mortgaged Property (other than the Richmond Property) or the owner(s) thereof, then the Borrowers may elect to cure such Default (so long as no other Default or Event of Default would arise as a result) by electing to have Agent remove such Mortgaged Property from the calculation of Borrowing Base Availability and by reducing the outstanding Loans by the amount of the Borrowing Base Availability attributable to such Mortgaged Property, in which event such removal and reduction shall be completed within five (5) days after receipt of notice of such Default from the Agent or the Required Lenders.

(c) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, any reference in this Agreement or any other Loan Document to “the continuance of a default” or “the continuance of an Event of Default” or any similar phrase shall not create or be deemed to create any right of any Borrower, any Guarantor or any other party to cure any default following the expiration of any applicable grace or notice and cure period.

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§12.3 Termination of Commitments. If any one or more Events of Default specified in §12.1(h), §12.1(i) or §12.1(j) shall occur, then immediately and without any action on the part of the Agent or any Lender any unused portion of the credit hereunder shall terminate and the Lenders shall be relieved of all obligations to make Loans to the Borrowers. If any other Event of Default shall have occurred, the Agent may, and upon the election of Required Lenders shall, by notice to the Borrowers terminate the obligation to make Revolving Credit Loans. No termination under this §12.3 shall relieve the Borrowers or the Guarantors of their obligations to the Lenders arising under this Agreement or the other Loan Documents.

§12.4 Remedies. In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent on behalf of the Lenders may, and upon the direction of the Required Lenders shall, proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by applicable law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the obtaining of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement of the payment thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. Notwithstanding the provisions of this Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only the Agent may exercise any remedies arising by reason of a Default or Event of Default. If any Borrower or any Guarantor fails to perform any agreement or covenant contained in this Agreement, any of the other Loan Documents, any Lease or other contract relating to a Mortgaged Property beyond any applicable period for notice and cure, Agent may itself perform, or cause to be performed, any agreement or covenant of such Person contained in this Agreement, any of the other Loan Documents, any Lease or other contract relating to a Mortgaged Property which such Person shall fail to perform, and the out-of-pocket costs of such performance, together with any reasonable out-of-pocket expenses, including reasonable attorneys’ fees actually incurred (including attorneys’ fees incurred in any appeal) by Agent in connection therewith, shall be payable by Borrowers and/or Guarantors upon demand and shall constitute a part of the Obligations and shall if not paid within five (5) days after demand bear interest at the rate for overdue amounts as set forth in this Agreement. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrowers and the Guarantors shall pay all costs of collection including, but not limited to, reasonable attorney’s fees.

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§12.5 Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of Borrowers or Guarantors, such monies shall be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;

(b) Second, to all other Obligations and the Hedge Obligations (including any interest, expenses or other obligations of either the Obligations or the Hedge Obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders shall determine; provided, that (i) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.3; (ii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.14, (iii) except as otherwise provided in clause (ii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, fees and expenses and the Hedge Obligations shall be made among the Lenders and the Lender Hedge Providers pro rata and (iv) payment of principal on the Obligations and the Hedge Obligations shall be made on a pari passu basis; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and

(c) Third, the excess, if any, shall be returned to the Borrowers or to such other Persons as are entitled thereto.

§13. SETOFF.

Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrowers or the Guarantors and any securities or other property of the Borrowers or the Guarantors in the possession of such Lender may, without notice to any Borrower or any Guarantor (any such notice being expressly waived by Borrowers and Guarantors) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations or the Hedge Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and

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the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

§14. THE AGENT.

§14.1 Authorization. The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent (including, the QTLP Subordination and Standstill Agreement and modifications to the Loan Documents to account for the structure of Parent Company and its Subsidiaries after the occurrence of the IPO Event), together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create an agency or fiduciary relationship. Agent shall act as the contractual representative of the Lenders hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed that Agent shall not have any fiduciary duties or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan Documents. The Borrowers and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the Lenders pursuant to this Agreement and the other Loan Documents.

§14.2 Employees and Agents. The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable out-of-pocket fees and expenses of any such Persons shall be paid by the Borrowers.

§14.3 No Liability. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be, shall be liable for losses due to its willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods or (b) any action taken or not taken by Agent with the consent or at the request of the Required Lenders or all Lenders, as applicable hereunder. The Agent shall not be deemed to

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have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent has received notice from a Lender or the Borrowers referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default”.

§14.4 No Representations. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein, or any agreement, instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrowers, the Guarantors or any of their respective Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any of the other Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrowers, the Guarantors or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Lenders, with respect to the creditworthiness or financial condition of the Borrowers, the Guarantors or any of their respective Subsidiaries, or the value of the Collateral or any other assets of the Borrowers, the Guarantors or any of their respective Subsidiaries. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents. Agent’s Special Counsel has only represented Agent and Regions in connection with the Loan Documents and the only attorney client relationship or duty of care is between Agent’s Special Counsel and Agent or Regions. Each Lender has been independently represented by separate counsel on all matters regarding the Loan Documents and the granting and perfecting of liens in the Collateral.

§14.5 Payments.

(a) A payment by the Borrowers or the Guarantors to the Agent hereunder or under any of the other Loan Documents for the account of any Lender shall constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one Business Day after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such Lender’s pro rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents. In the event that the Agent fails to distribute such amounts within one Business Day as provided above, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, each payment by the Borrower hereunder shall be applied in accordance with §2.14(d).

(b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

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§14.6 Holders of Notes. Subject to the terms of §18, the Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee.

§14.7 Indemnity. The Lenders severally and ratably in accordance with their respective Commitment Percentages agree hereby to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the Borrowers and the Guarantors as required by §15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents and the QTLP Subordination and Standstill Agreement or the transactions contemplated or evidenced hereby or thereby, or the Agent’s actions taken hereunder or thereunder to the extent not reimbursed by the Borrowers and the Guarantors, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods. The agreements in this §14.7 shall survive the payment of all amounts payable under the Loan Documents.

§14.8 Agent as Lender. In its individual capacity, Regions shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also the Agent.

§14.9 Resignation. The Agent may resign at any time by giving ten (10) calendar days’ prior written notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrowers. If no successor Agent shall have been appointed and shall have accepted such appointment within ten (10) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” or its equivalent by

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Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

§14.10 Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Required Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other rights or remedies as it may have; provided, however, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem to be in the best interests of the Lenders. Without limiting the generality of the foregoing, if Agent reasonably determines payment is in the best interest of all the Lenders, Agent may without the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other expenses which may be necessary to be incurred in an aggregate amount not to exceed $2,500,000.00, and Agent shall promptly thereafter notify the Lenders of such action. Each Lender shall, within thirty (30) days of request therefor, pay to the Agent its Commitment Percentage of the reasonable costs incurred by the Agent in taking any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by the Borrowers or out of the Collateral within such period with respect to the Mortgaged Properties. The Required Lenders may direct the Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the UCC as enacted in any applicable jurisdiction.

§14.11 Bankruptcy. In the event a bankruptcy or other insolvency proceeding is commenced by or against any Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Required Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Lenders requesting that Agent file such proof of claim.

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§14.12 Request for Agent Action. Agent and the Lenders acknowledge that in the ordinary course of business of the Borrowers, (a) Borrowers will enter into leases or rental agreements covering Mortgaged Properties that may require the execution of a Subordination, Attornment and Non-Disturbance Agreement in favor of the tenant or licensee thereunder, (b) a Mortgaged Property may be subject to a Taking, (c) a Borrower may desire to enter into easements or other agreements affecting the Mortgaged Properties, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to (w) execute and deliver to the Borrowers Subordination, Attornment and Non-Disturbance Agreements with any tenant or licensee under a Lease upon such terms as Agent in its good faith judgment determines are appropriate (Agent in the exercise of its good faith judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable Lease to control over the applicable provisions of the Loan Documents), (x) execute releases of liens in connection with any Taking, (y) execute consents or subordinations in form and substance satisfactory to Agent in connection with any easements or agreements affecting the Mortgaged Property, or (z) execute consents, approvals, or other agreements in form and substance satisfactory to the Agent in connection with such other actions or agreements as may be necessary in the ordinary course of Borrowers’ business.

§14.13 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the Borrowers and/or the Guarantors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

§14.14 Approvals.

(a) If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Lenders or the Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or disapproval (collectively “Directions”) in respect of any action requested or proposed in writing pursuant to the terms hereof. To the extent that any Lender does not approve any recommendation of Agent, such Lender shall in such notice to Agent describe the actions that would be acceptable to such Lender. If the Agent submits to the Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof:

“THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.”

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If the Agent submits to such Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action.

(b) In the event that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request.

If the Agent submits to the Lenders a Subsequent Approval Request and any Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof:

“THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.”

If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Approval Request, and the Lender fails to approve or disapprove such Subsequent Approval Request within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action.

(c) Each request by Agent for a Direction shall include Agent’s recommended course of action or determination. Notices given by Agent pursuant to this §14.14 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system. Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing. Notwithstanding anything in this §14.14 to the contrary, any matter requiring all Lender’s approval or consent shall not be deemed given by any Lender’s failure to respond to any approval or consent request within any applicable reply period.

§14.15 Borrowers Not Beneficiary. Except for the provisions of §14.9 relating to the appointment of a successor Agent and §14.14, the provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrowers, and except for the provisions of §14.9 and §14.14, may be modified or waived without the approval or consent of the Borrowers.

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§14.16 Intentionally Omitted].

§14.18 .QTLP Subordination and Standstill Agreement. Borrowers, Guarantors and the Lenders acknowledge that Agent has entered into the Subordination and Standstill Agreement. Borrowers and Guarantors acknowledge that the existence of the QTLLP Subordination and Standstill Agreement and the performance by Agent and the Lenders of their obligations under the QTLP Subordination and Standstill Agreement shall not affect, impair or release the obligations of Borrowers or Guarantors under the Loan Documents. The QTLP Subordination and Standstill Agreement is solely for the benefit of Agent and the Lenders and not for the benefit of Borrowers or Guarantors, and Borrowers and Guarantors shall have no rights thereunder or any right to insist on the performance thereof. Agent is authorized by Lenders to perform its obligations under the QTLP Subordination and Standstill Agreement, and each Lender agrees to be bound thereby.

§14.19 Reliance on Hedge Provider. For purposes of applying payments received in accordance with §12.5, the Agent shall be entitled to rely upon the trustee, paying agent or other similar representative (each, a “Representative”) or, in the absence of such a Representative, upon the holder of the Hedge Obligations for a determination (which each holder of the Hedge Obligations agrees (or shall agree) to provide upon request of the Agent) of the outstanding Hedge Obligations owed to the holder thereof. Unless it has actual knowledge (including by way of written notice from such holder) to the contrary, the Agent, in acting hereunder, shall be entitled to assume that no Hedge Obligations are outstanding.

§15. EXPENSES.

The Borrowers and the Guarantors jointly and severally agree to pay (a) the reasonable out-of-pocket costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) subject to §4.9, §4.10 and §4.15, any imposed taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Lenders (other than taxes based upon the Agent’s or any Lender’s gross or net income (subject to §4.4(b)), except that the Agent and the Lenders shall be entitled to indemnification for any and all amounts paid by them in respect of taxes based on income or other taxes assessed by any State in which Mortgaged Property or other Collateral is located, such indemnification to be limited to taxes due solely on account of the granting of Collateral under the Security Documents and to be net of any credit allowed to the indemnified party from any other State on account of the payment or incurrence of such tax by such indemnified party), including any recording, mortgage, documentary or intangibles taxes in connection with the Mortgages and other Loan Documents, or other taxes payable on or with respect to the transactions contemplated by this Agreement, including any such taxes payable by the Agent or any of the Lenders after the Closing Date (the Borrowers and the Guarantors hereby agreeing to indemnify the Agent and each Lender with respect thereto), (c) all title insurance premiums, engineer’s fees, environmental reviews and the reasonable fees, expenses and disbursements of the counsel to the Agent and any local counsel to the Agent incurred in connection with the preparation, administration, or interpretation of the Loan Documents and other instruments

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mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the out-of-pocket fees, costs, expenses and disbursements of Agent incurred in connection with the syndication and/or participation of the Loans, (e) all other reasonable out of pocket fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents and other instruments mentioned herein, the addition or substitution of additional Mortgaged Properties or other Collateral, the review of leases and Subordination, Attornment and Non-Disturbance Agreements, the making of each advance hereunder, and the syndication of the Commitments pursuant to §18 (without duplication of those items addressed in subparagraph (d), above), (f) all out-of-pocket expenses (including attorneys’ fees and costs, and the fees and costs of appraisers, engineers, investment bankers or other experts retained by any Lender or the Agent) incurred by any Lender or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrowers and the Guarantors or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any of the Lenders’ relationship with the Borrowers or the Guarantors, (g) all reasonable out-of-pocket fees, expenses and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns, title searches or mortgage recordings, (h) all reasonable out-of-pocket fees, expenses and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by Regions in connection with the execution and delivery of this Agreement and the other Loan Documents (without duplication of any of the items listed above), and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans. The covenants of this §15 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder. Whenever used herein or in the other Loan Documents, the terms “attorneys’ fees” or “legal fees” shall mean reasonable attorneys’ fees in the amount actually incurred at the attorneys’ normal hourly rates, rather than a percentage of principal and interest as provided for in O.C.G.A. §13-1-11(a)(2).

§16. INDEMNIFICATION.

The Borrowers and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Agent, the Lenders and the Arranger and each director, officer, employee, agent and Affiliate thereof and Person who controls the Agent or any Lender or the Arranger against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Properties or the Loans, (b) any condition of the Mortgaged Properties or any other Real Estate, (c) any actual or proposed use by the Borrowers of the proceeds of any of the Loans, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of the Borrowers, the Guarantors or any of their respective Subsidiaries, (e) the Borrowers and the Guarantors entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Mortgaged Properties or any other Real Estate, (g) with respect to the Borrowers, the Guarantors and their respective Subsidiaries and their respective properties and assets, the

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violation of any Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal injury, nuisance or damage to property), and (h) any use of Intralinks, SyndTrak or any other system for the dissemination and sharing of documents and information, in each case including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided, however, that the Borrowers and the Guarantors shall not be obligated under this §16 to indemnify any Person for liabilities arising from such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods. In litigation, or the preparation therefor, the Lenders and the Agent shall be entitled to select a single law firm as their own counsel and, in addition to the foregoing indemnity, the Borrowers and the Guarantors agree to pay promptly the reasonable out-of-pocket fees and expenses of such counsel. If, and to the extent that the obligations of the Borrowers and the Guarantors under this §16 are unenforceable for any reason, the Borrowers and the Guarantors hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this §16 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder.

§17. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrowers, the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Lender has any obligation to make any Loans. The indemnification obligations of the Borrowers provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrowers, the Guarantors or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

§18. ASSIGNMENT AND PARTICIPATION.

§18.1 Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it); provided that (a) the Agent and, so long as no Default or Event of Default exists hereunder, Borrowers’ Representative shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Lender, to a lender or an Affiliate of a Lender

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which controls, is controlled by or is under common control with the assigning Lender or to a wholly-owned Subsidiary of such Lender), provided that the Borrowers shall have been deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received noticed thereof; (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit K annexed hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or any Guarantor or be to a Defaulting Lender or an Affiliate of a Defaulting Lender, (e) such assignee of a portion of the Revolving Credit Loans shall have a net worth as of the date of such assignment of not less than $100,000,000.00 (unless otherwise approved by Agent and, so long as no Default or Event of Default exists hereunder, Borrowers’ Representative), (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Borrowers’ Representative, and (g) such assignee shall be subject to the terms of any intercreditor agreement among the Lenders and the Agent. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and the Guarantors, and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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§18.2 Register. The Agent shall maintain on behalf of the Borrowers a copy of each assignment delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment Percentages of and principal amount of the Loans owing to the Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and the Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration fee in the sum of $5,000.00.

§18.3 New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from Agent, the Borrowers, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled and returned to the Borrowers.

§18.4 Participations. Each Lender may sell participations to one or more Lenders or other entities in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, rights granted to the Lenders under §4.8, §4.9 and §4.10, (c) such participation shall not entitle the participant to the right to approve waivers, amendments or modifications, (d) such participant shall have no direct rights against the Borrowers or the Guarantors, (e) such sale is effected in accordance with all applicable laws, and (f) such participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by any of the Borrowers or any of the Guarantors and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender; provided, however, such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender, (iii) reduce the amount of any such payment of principal; (iv) reduce the rate at which interest is payable thereon, or reduce the amount or rate of any fee payable to an affected Lender hereunder (excluding any fee payable to any arranger or the Agent in its capacity as administrative agent hereunder), or (v) release any Borrower or any Guarantor (except as otherwise permitted under §5.4, §5.6 or §5.7). Each Lender that sells a participation shall, acting solely for this purpose as

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a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of creditor or its other obligations under any Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

§18.5 Pledge by Lender. Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 or to such other Person as the Agent may approve to secure obligations of such Lender. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Loan Documents.

§18.6 No Assignment by the Borrowers or the Guarantors. Neither the Borrowers nor the Guarantors shall assign or transfer any of their rights or obligations under this Agreement or the other Loan Documents without the prior written consent of each of the Lenders.

§18.7 Disclosure. Borrowers and the Guarantors each agree to promptly cooperate with any Lender in connection with any proposed assignment or participation of all or any portion of its Commitment. The Borrowers and the Guarantors each agree that in addition to disclosures made in accordance with standard banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder other than a Disclosed Competitor in accordance with the provisions of the following sentence. Each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all non-public information obtained from Borrowers or Guarantors, and shall use reasonable efforts in accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to its participants (provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates, partners, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures required or requested by any other governmental authority or representative thereof or pursuant to legal

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process; provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify Borrowers of any request by any governmental authority or representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such government authority) for disclosure of any such non-public information prior to disclosure of such information, (f) disclosures with the prior written consent of Borrowers’ Representative, and (g) disclosures made in connection with any enforcement by Agent or the Lenders of the Loan Documents. In addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of this §18.7). Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to the Borrowers or the Guarantors, or is disclosed with the prior approval of Borrowers or Guarantors. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce the Loan Documents.

§18.8 Amendments to Loan Documents. Upon any such assignment or participation, the Borrowers and the Guarantors shall, upon the request of the Agent, enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment or participation.

§18.9 Mandatory Assignment. In the event the Borrowers’ Representative requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires the prior approval of all Lenders or all affected Lenders and which request is approved by the Required Lenders but is not approved by all Lenders or all affected Lenders (any such non-consenting Lender shall hereafter be referred to as the “Non-Consenting Lender”), then, within thirty (30) Business Days after the Borrowers’ Representative’s receipt of notice of such disapproval by such Non-Consenting Lender, the Borrower shall have the right as to such Non-Consenting Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Lender within thirty (30) Business Days of receipt of such notice, to elect to cause the Non-Consenting Lender to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the Lenders do not elect to acquire all of the Non-Consenting Lender’s Commitment, then the Agent shall endeavor to find a new Lender or Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Lender, the Non-Consenting Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase except that its indemnification rights hereunder shall survive, and the Non-Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit K and such Non-Consenting Lender’s original Note. The purchase price for the Non-Consenting Lender’s Commitment shall

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equal any and all amounts outstanding and owed by Borrower to the Non-Consenting Lender, including principal and all accrued and unpaid interest or fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Lender’s Commitment (provided that the Borrower may pay to such Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

§18.10 Titled Agents. The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Lender.

§19. NOTICES.

Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this §19 referred to as “Notice”), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telecopy or telefax, and addressed as follows:

If to the Agent or Regions:

Regions Bank

ALBH11502B

Real Estate Corporate Banking

1900 5^th Avenue North

Birmingham, Alabama 35203

Attn: Kerri Raines

Telecopy No.: (205) 264-5456

With a copy to:

Regions Bank

c/o Regions Capital Markets

3050 Peachtree Rd NW, Suite 400

Atlanta, Georgia 30305

Attn: Syndicate Services

Telecopy No.: (404) 279-7474

and

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, Georgia 30309

Attn: Paul Cushing, Esq.

Telecopy No.: (404) 253-8270

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If to the Borrowers:

Quality Investment Properties Richmond, LLC

12851 Foster Street, Suite 205

Overland Park, Kansas 66213

Attn: CEO/President

Telecopy No.: (913) 814-7766

With a copy to:

Quality Companies, LLC

12851 Foster Street, Suite 205

Overland Park, Kansas 66213

Attn: Corporate Counsel

Telecopy No.: (913) 814-7766

Stinson Morrison Hecker LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attn: Patrick J. Respeliers

Telecopy No.: (816) 412-8174

to any other Lender which is a party hereto, at the address for such Lender set forth on its signature page hereto, and to any Lender which may hereafter become a party to this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by telecopy or telefax is permitted, upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days’ prior Notice thereof, Borrowers, Guarantors, a Lender or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

§20. RELATIONSHIP.

Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrowers, the Guarantors or their respective Subsidiaries (collectively, solely for purposes of this paragraph, the “Loan Parties”) arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Lender and Agent, and the Borrowers and the Guarantors is solely that

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of a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

§21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.

THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWERS AND THE GUARANTORS AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWERS AND THE GUARANTORS FURTHER ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVE ANY OBJECTION ANY OF THEM MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. THE BORROWERS AND THE GUARANTORS FURTHER AGREE THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWERS AND THE GUARANTORS BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF. IN ADDITION TO THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY COLLATERAL OR ASSETS OF BORROWERS AND THE GUARANTORS EXIST AND THE BORROWERS AND THE GUARANTORS CONSENT TO THE NONEXCLUSIVE

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JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS OR GUARANTORS BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF.

§22. HEADINGS.

The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

§23. COUNTERPARTS.

This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

§24. ENTIRE AGREEMENT, ETC.

This Agreement and the Loan Documents is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded by this Agreement and the Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement and the Loan Documents. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §27.

§25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.

EACH OF THE BORROWERS, THE GUARANTORS, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH BORROWER AND EACH GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER AND EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25. EACH BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW

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THIS §25 WITH LEGAL COUNSEL AND THAT EACH BORROWER AND EACH GUARANTOR AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.

§26. DEALINGS WITH THE BORROWERS AND THE GUARANTORS.

The Agent, the Lenders and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any kind of banking, trust or other business with the Borrowers, the Guarantors and their respective Subsidiaries or any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder. The Lenders acknowledge that, pursuant to such activities, Regions or its Affiliates may receive information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.

§27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrowers or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender: (a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a reduction of a fee or change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on any Loan, or any fee payable to the affected Lenders (excluding any fee payable to any arranger or the Agent in its capacity as administrative agent hereunder); (f) an extension of the Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of any Borrower, any Guarantor or any Collateral except as otherwise provided in §5.4, §5.6 or §5.7; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrowers other than based on its Commitment Percentage; (k) an amendment to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of the Required Lenders to require a lesser number of Lenders to approve such action. The provisions of §14 may not be amended without the written consent of the Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender).

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Any amendment of the QTLP Subordination and Standstill Agreement or waiver of the terms thereof shall require the written consent of the Required Lenders. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrowers or the Guarantors shall entitle the Borrowers or the Guarantors to other or further notice or demand in similar or other circumstances.

§28. SEVERABILITY.

The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

§29. TIME OF THE ESSENCE.

Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrowers and the Guarantors under this Agreement and the other Loan Documents.

§30. NO UNWRITTEN AGREEMENTS.

THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW.

§31. REPLACEMENT NOTES.

Upon receipt of evidence reasonably satisfactory to Borrowers of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Borrowers or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, Borrowers will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note.

§32. NO THIRD PARTIES BENEFITED.

This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrowers, the Guarantors, the Lenders, the Agent, the Lender

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Hedge Providers and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans, are imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders will refuse to make Loans in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the Agent and the Lenders make no representations and assume no obligations as to third parties concerning the quality of the construction by the Borrowers, the Guarantors or any of their Subsidiaries of any development or the absence therefrom of defects.

§33. PATRIOT ACT.

Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers and the Guarantors that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrowers and the Guarantors, which information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify the Borrowers and the Guarantors in accordance with the Patriot Act.

§34. [Intentionally Omitted].

§35. JOINT AND SEVERAL LIABILITY.

Each of the Borrowers and the Guarantors covenants and agrees that each and every covenant and obligation of any Borrower or any Guarantor hereunder and under the other Loan Documents shall be the joint and several obligations of each Borrower and each Guarantor.

§36. ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF BORROWERS.

§36.1 Attorney-in-Fact. For the purpose of implementing the joint borrower provisions of the Loan Documents, the Borrowers hereby irrevocably appoint each other, and the Borrowers’ Representative, as their agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications.

§36.2 Accommodation. It is understood and agreed that the handling of this credit facility on a joint borrowing basis as set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Accordingly, the Agent and the Lenders are entitled to rely, and shall be exonerated from any liability for relying upon, any Loan Request or any other request or communication made by a purported officer of any Borrower (including, without limitation, Borrowers’ Representative) without the need for any consent or other authorization of any other Borrower and upon any information or certificate provided on behalf of any Borrower by a purported officer of such Borrower, and any such request or other action shall be fully binding on each Borrower as if made by it. Whenever pursuant to this Agreement or the other

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Loan Documents, the Borrowers’ Representative exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Borrowers’ Representative, the decision of the Borrowers’ Representative to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein or therein provided) be in the sole discretion of Borrowers’ Representative and shall be final and conclusive.

§36.3 Waiver of Automatic or Supplemental Stay. Each of the Borrowers represents, warrants and covenants to the Lenders and Agent that in the event of the filing of any voluntary or involuntary petition in bankruptcy by or against the other Borrowers at any time following the execution and delivery of this Agreement, none of the Borrowers shall seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code or any other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or inhibit the ability of the Lenders or Agent to enforce any rights it has by virtue of this Agreement, the Loan Documents, or at law or in equity, or any other rights the Lenders or Agent has, whether now or hereafter acquired, against the other Borrowers or against any property owned by such other Borrowers.

§36.4 Waiver of Defenses. Each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:

(a) Any right to require Agent or the Lenders to proceed against the other Borrowers or any other Person or to proceed against or exhaust any security held by Agent or the Lenders at any time or to pursue any other remedy in Agent’s or any Lender’s power or under any other agreement before proceeding against a Borrower hereunder or under any other Loan Document;

(b) The defense of the statute of limitations in any action hereunder or the payment or performance of any of the Obligations or the Hedge Obligations;

(c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of Agent or any Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons;

(d) Any failure on the part of Agent or any Lender to ascertain the extent or nature of any Collateral or any insurance or other rights with respect thereto, or the liability of any party liable under the Loan Documents or the obligations evidenced or secured thereby;

(e) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind (except for such notices as are specifically required to be provided to Borrowers pursuant to the Loan Documents), or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any Borrower, Agent, any Lender, any endorser or creditor of Borrowers or on the part of any other Person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Agent or any Lender;

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(f) Any defense based upon an election of remedies by Agent or any Lender, including any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of a Borrower or the rights of a Borrower to proceed against the other Borrowers for reimbursement, or both;

(g) Any right or claim of right to cause a marshaling of the assets of Borrowers;

(h) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement;

(i) Any duty on the part of Agent or any Lender to disclose to Borrowers any facts Agent or any Lender may now or hereafter know about Borrowers or the Collateral, regardless of whether Agent or any Lender has reason to believe that any such facts materially increase the risk beyond that which each Borrower intends to assume or has reason to believe that such facts are unknown to Borrowers or has a reasonable opportunity to communicate such facts to Borrowers, it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the financial condition of the other Borrowers, of the condition of the Mortgaged Property or the Collateral and of any and all circumstances bearing on the risk that liability may be incurred by Borrowers hereunder and under the other Loan Documents;

(j) Any lack of notice of disposition or of manner of disposition of any Collateral;

(k) Any inaccuracy of any representation or other provision contained in any Loan Document;

(l) Any sale or assignment of the Loan Documents, or any interest therein;

(m) Any sale or assignment by a Borrower or any other Person of any Collateral, or any portion thereof or interest therein, whether or not consented to by Agent or any Lender;

(n) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;

(o) Any lack of commercial reasonableness in dealing with the Collateral;

(p) Any deficiencies in the Collateral or any deficiency in the ability of Agent or any Lender to collect or to obtain performance from any Persons now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(q) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of the other Borrowers) or any other stay provided under any other debtor relief law (whether statutory, common law, case law

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or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Agent or any Lender may have against a Borrower or the Collateral owned by it;

(r) Any modifications of the Loan Documents or any Derivatives Contract giving rise to the Hedge Obligations or any obligation of Borrowers relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Code, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise;

(s) Any release of a Borrower or of any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Agent’s or the Lenders’ voluntary act or otherwise;

(t) Any action, occurrence, event or matter consented to by Borrowers under any provision hereof, or otherwise;

(u) The dissolution or termination of existence of any Borrower;

(v) Either with or without notice to Borrowers, any renewal, extension, modification, amendment or another changes in the Obligations or the Hedge Obligations, including but not limited to any material alteration of the terms of payment or performance of the Obligations or the Hedge Obligations;

(w) Any defense of Borrowers, including without limitation, the invalidity, illegality or unenforceability of any of the Obligations or the Hedge Obligations; or

(x) To the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which Borrowers might otherwise be entitled, it being the intention that the obligations of Borrowers hereunder are absolute, unconditional and irrevocable.

§36.5 Waiver. Each of the Borrowers waives, to the fullest extent that each may lawfully so do, the benefit of all appraisement, valuation, stay, extension, homestead, exemption and redemption laws which such Person may claim or seek to take advantage of in order to prevent or hinder the enforcement of any of the Loan Documents or the exercise by Lenders or Agent of any of their respective remedies under the Loan Documents and, to the fullest extent that the Borrowers may lawfully so do, such Person waives any and all right to have the assets comprised in the security intended to be created by the Security Documents (including, without limitation, those assets owned by the other of the Borrowers) marshaled upon any foreclosure of the lien created by such Security Documents. Each of the Borrowers further agrees that the Lenders and Agent shall be entitled to exercise their respective rights and remedies under the Loan Documents or at law or in equity in such order as they may elect. Without limiting the foregoing, each of the Borrowers further agrees that upon the occurrence and during the continuance of an Event of Default, the Lenders and Agent may exercise any of such rights and remedies without notice to either of the Borrowers except as required by law or the Loan Documents and agrees that neither the Lenders nor Agent shall be required to proceed against the other Borrowers or any other Person or to proceed against or to exhaust any other security held

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by the Lenders or Agent at any time or to pursue any other remedy in Lender’s or Agent’s power or under any of the Loan Documents before proceeding against a Borrower or its assets under the Loan Documents.

§36.6 Subordination. Except as set forth in the Contribution Agreement, each of the Borrowers hereby expressly waives any right of contribution from or indemnity against the other, whether at law or in equity, arising from any payments made by such Person pursuant to the terms of this Agreement or the Loan Documents, and each of the Borrowers acknowledges that it has no right whatsoever to proceed against the other for reimbursement of any such payments. In connection with the foregoing, each of the Borrowers expressly waives any and all rights of subrogation to the Lenders or Agent against the other Borrowers, and each of the Borrowers hereby waives any rights to enforce any remedy which the Lenders or Agent may have against the other of the Borrowers and any rights to participate in any Collateral or any other assets of the other Borrowers. In addition to and without in any way limiting the foregoing, each of the Borrowers hereby subordinates any and all indebtedness it may now or hereafter owe to such other Borrowers to all indebtedness of the Borrowers to the Lenders and Agent, and agrees with the Lenders and Agent that neither of the Borrowers shall claim any offset or other reduction of such Borrower’s obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the Collateral or any other assets of the other Borrowers.

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IN WITNESS WHEREOF, each of the undersigned have caused this Agreement to be executed by its duly authorized representatives as of the date first set forth above.

QIPR:
QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, a Delaware limited liability company
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
	(SEAL)
QTLP:
QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
	(SEAL)
QTS RICHMOND TRS:
QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

AGENT AND LENDERS:
REGIONS BANK, individually and as Agent
By:	/s/ Kerri L. Raines
Name:	Kerri L. Raines
Title:	Vice President
	(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[Signature Page to Quality Investment Properties

Richmond, LLC Credit Agreement]

BANK OF AMERICA, N.A.
By:	/s/ Shannon R. Westberg
Name:	Shannon R. Westberg
Title:	Senior Vice President
	(SEAL)

[Signature Page to Quality Investment Properties

Richmond, LLC Credit Agreement]

EXHIBIT A

FORM OF REVOLVING CREDIT NOTE

$                     , 20    

FOR VALUE RECEIVED, the undersigned (collectively, “Maker”), jointly and severally hereby promise to pay to                         (“Payee”), or order, in accordance with the terms of that certain Credit Agreement, dated as of December 21, 2012, as from time to time in effect, among the Borrowers, QTS Richmond TRS, QTLP, Regions Bank, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Maturity Date, the principal sum of             ($            ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Payments hereunder shall be made to the Agent for the Payee at 1900 5^th Avenue North, Birmingham, Alabama, 35203, or at such other address as Agent may designate from time to time.

This Note is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the

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Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.

In case an Event of Default shall occur and be continuing, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement.

This Note shall be governed by the laws of the State of New York.

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written.

QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, a Delaware limited liability company

By:

Name:

Title:

(SEAL)

A - Page 2

EXHIBIT B

[INTENTIONALLY OMITTED]

B-1

EXHIBIT C

[INTENTIONALLY OMITTED]

C-1

EXHIBIT D

FORM OF LEASE

See attached.

D-1

EXHIBIT E-1

FORM OF BORROWER JOINDER AGREEMENT

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of             , 20    , by                                         , a                                           (“Joining Party”), and delivered to Regions Bank, as Agent, pursuant to §5.5 of the Credit Agreement dated as of December 21, 2012, as from time to time in effect (the “Credit Agreement”), among the Borrowers, QTLP, QTS Richmond TRS, Regions Bank, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

RECITALS

A. Joining Party is required, pursuant to §5.5 of the Credit Agreement, to become an additional Borrower under the Credit Agreement, the Notes, the Indemnity Agreement and the Contribution Agreement.

B. Joining Party expects to realize direct and indirect benefits as a result of the availability to Borrowers of the credit facilities under the Credit Agreement.

NOW, THEREFORE, Joining Party agrees as follows:

AGREEMENT

1. Joinder. By this Joinder Agreement, Joining Party hereby becomes a “Borrower” and a “Maker” under the Credit Agreement, the Notes, the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of Borrowers now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a [“Borrower”] under the Contribution Agreement, Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a Borrower and a “Maker” under the Credit Agreement, the Notes, the Indemnity Agreement, the other Loan Documents and the Contribution Agreement.

2. Representations and Warranties of Joining Party. Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as applied to Joining Party as a Borrower on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Borrowers are true and correct with respect to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Borrower.

E-1 - Page 1

3. Joint and Several. Joining Party hereby agrees that, as of the Effective Date, the Credit Agreement, the Notes, the Contribution Agreement, the Indemnity Agreement and the other Loan Documents heretofore delivered to the Agent and the Lenders shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a party to the Credit Agreement, the Notes, the Contribution Agreement, the Indemnity Agreement and the other Loan Documents to confirm such obligation.

4. Further Assurances. Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.

5. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

7. The effective date (the “Effective Date”) of this Joinder Agreement is             , 20    .

IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.

“JOINING PARTY”
	, a
By:
Name:
Title:
[SEAL]

ACKNOWLEDGED:

REGIONS BANK, as Agent

By:

Its:

[Printed Name and Title]

[SEAL]

E-1 - Page 2

EXHIBIT E-2

FORM OF GUARANTOR JOINDER AGREEMENT

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of             , 20    , by                                         , a                      (“Joining Party”), and delivered to Regions Bank, as Agent, pursuant to §5.5 of the Credit Agreement dated as of December 21, 2012, as from time to time in effect (the “Credit Agreement”), among the Borrowers, QTLP, QTS Richmond TRS, Regions Bank, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

RECITALS

A. Joining Party is required, pursuant to §5.5 of the Credit Agreement, to become an additional Guarantor under the Guaranty, the Indemnity Agreement and the Contribution Agreement.

B. Joining Party expects to realize direct and indirect benefits as a result of the availability to Borrowers of the credit facilities under the Credit Agreement.

NOW, THEREFORE, Joining Party agrees as follows:

AGREEMENT

1. Joinder. By this Joinder Agreement, Joining Party hereby becomes a “Guarantor” under the Guaranty, the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of Borrowers now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a [“Guarantor”] under the Contribution Agreement. Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a Guarantor under the Guaranty, the Indemnity Agreement, the other Loan Documents and the Contribution Agreement.

2. Representations and Warranties of Joining Party. Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as applied to Joining Party as a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Guarantors are true and correct with respect to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Guarantor.

3. Joint and Several. Joining Party hereby agrees that, as of the Effective Date, the Guaranty, the Contribution Agreement, the Indemnity Agreement and the other Loan Documents

E-2 - Page 1

heretofore delivered to the Agent and the Lenders shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a party to the Guaranty, the Contribution Agreement, the Indemnity Agreement and the other Loan Documents to confirm such obligation.

4. Further Assurances. Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.

5. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

7. The effective date (the “Effective Date”) of this Joinder Agreement is             , 20    .

IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.

“JOINING PARTY”
	, a
By:
Name:
Title:
[SEAL]

ACKNOWLEDGED:

REGIONS BANK, as Agent

By:

Its:

[Printed Name and Title]

[SEAL]

E-2 - Page 2

EXHIBIT F

[INTENTIONALLY OMITTED]

F-1

EXHIBIT G

FORM OF REQUEST FOR REVOLVING CREDIT LOAN

Regions Bank, as Agent

1900 5^th Avenue North

Birmingham, Alabama 32503

Attn: Kerri Raines

Ladies and Gentlemen:

Pursuant to the provisions of §2.7 of the Credit Agreement dated as of December 21, 2012 (as the same may hereafter be amended, the “Credit Agreement”), among the Borrowers, QTLP, QTS Richmond TRS, Regions Bank, for itself and as Agent, and the other Lenders from time to time party thereto, the undersigned [Borrowers’ Representative] hereby requests and certifies as follows:

1. Revolving Credit Loan. The undersigned [Borrowers’ Representative] on behalf of all Borrowers hereby requests a Revolving Credit Loan under §2.1 of the Credit Agreement:

Principal Amount: $

Type (LIBOR Rate, Base Rate):

Drawdown Date:

Interest Period for Revolving Credit LIBOR Rate Loans:

The undersigned [Borrowers’ Representative] on behalf of all Borrowers hereby requests that the proceeds of the Revolving Credit Loan be made available to the Borrowers by                                         .

2. Use of Proceeds. Such Loan shall be used for purposes permitted by §2.9 of the Credit Agreement.

3. No Default. The undersigned certifies that the Borrowers are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a Borrowing Base Certificate setting forth a calculation of the Borrowing Base Availability after giving effect to the Loan requested hereby. No condemnation proceedings are pending or, to the undersigned knowledge, threatened against any Mortgaged Property.

4. Representations True. The undersigned certifies, represents and agrees that each of the representations and warranties made by or on behalf of the Borrowers, the Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true in all material respects as of the date on which it was made and, is true in all material respects as of the date hereof and shall also be true at and as of the Drawdown Date for the Loan requested hereby, with the same effect as if made at and as of such Drawdown Date, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date).

G-1

5. Other Conditions. The [Borrowers’ Representative] and the undersigned certifies, represents and agrees that all other conditions to the making of the Loan requested hereby set forth in the Credit Agreement have been satisfied.

6. Definitions. Terms defined in the Credit Agreement are used herein with the meanings so defined.

IN WITNESS WHEREOF, the undersigned has duly executed this request this     day of             , 20    .

QUALITY INVESTMENT PROPERTIES
RICHMOND, LLC, a Delaware limited liability company
By:
Name:
Title:
QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited
	liability company, its general partner
	By:
	Name:
	Title:

[To be signed by chief financial officer or chief accounting officer]

G-2

EXHIBIT H

INTENTIONALLY OMITTED

H-1

EXHIBIT I

FORM OF BORROWING BASE CERTIFICATE

BORROWING BASE WORKSHEET

A.	Mortgaged Property Appraised Value Test:
	Aggregate Amount of Appraised Value of each Mortgaged Property (other than the Richmond Property)	$
	“Upon Completion” value for Building 1 at the Richmond Property	$
	Appraised Value of all buildings (other than Building 1) at the Richmond Property and excess land	$
	[See attached spreadsheet listing values]
B.	Borrowing Base Value: 55% of Mortgaged Property Aggregate Appraised Value (exclusive of the Richmond Property) plus in respect of the Richmond Property, fifty-five (55%) of the sum of (i) the “Upon Completion” value for Building 1 at the Richmond Property plus (ii) the Appraised Value of the remaining buildings and excess land	$
C.	Borrowing Base Debt Service Coverage Ratio Test: The maximum principal amount of the Loans, which would not cause the Borrowing Base Debt Service Coverage Ratio to be less than the Borrowing Base Debt Service Coverage Ratio specified in the table below corresponding to the period during which the Borrowing Base Availability is being determined:	$

Period	Borrowing Base Debt Service Coverage Ratio
Closing Date to but excluding June 30, 2013	1.30 to 1.00
June 30, 2013 to but excluding December 31, 2013	1.40 to 1.00
December 31, 2013 to but excluding March 31, 2014	1.60 to 1.00
March 31, 2014 to but excluding December 31, 2015	1.750 to 1.00
On and after December 31, 2015	2.00 to 1.00

[See attached Spreadsheet]                                         

I-1

D. Borrowers Debt Yield: The maximum principal amount of the Loans which would not cause the Borrower Debt Yield to be less than the Borrowers Debt Yield specified in the table below corresponding to the period during which the Borrowing Base Availability is being determined: $            

Period	Borrowers Debt Yield
Closing Date to but excluding June 30, 2013		12.00	%
June 30, 2013 to but excluding December 31, 2013		13.00	%
December 31, 2013 to but excluding March 31, 2014		14.50	%
March 31, 2014 to but excluding December 31, 2015		16.250	%
On and after December 31, 2015		18.00	%

E. Borrowing Base Availability: Lesser of B, C or D $            

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EXHIBIT J

FORM OF COMPLIANCE CERTIFICATE

Regions Bank, as Agent

1900 5^th Avenue North

Birmingham, Alabama 32503

Attn: Kerri Raines

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of December 21, 2012 (as the same may hereafter be amended, the “Credit Agreement”) by and among the Borrowers, QTLP, QTS Richmond TRS, Regions Bank, for itself and as Agent, and the other Lenders from time to time party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

Pursuant to the Credit Agreement, Parent Company is furnishing to you herewith (or have most recently furnished to you) the consolidated financial statements of Parent Company for the fiscal period ended (the “Balance Sheet Date”). Such financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position of Parent Company at the date thereof and the results of its operations for the periods covered thereby.

This certificate is submitted in compliance with requirements of §2.11(e), §5.4(b), §7.4(c), §8.1, §10.12 or §11.3 of the Credit Agreement. If this certificate is provided under a provision other than §7.4(c), the calculations provided below are made using the consolidated financial statements of Parent Company as of the Balance Sheet Date adjusted in the best good faith estimate of Parent Company to give effect to the making of a Loan, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of Parent Company of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial officer or chief accounting officer of Parent Company.

The undersigned representative has caused the provisions of the Loan Documents to be reviewed and has no knowledge of any Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrowers and Guarantors with respect thereto.)

The undersigned is providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto.

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IN WITNESS WHEREOF, the undersigned have duly executed this Compliance Certificate this     day of             , 20    .

[Prior to the IPO Event to be signed by QTLP; Following IPO Event to be signed by REIT]

J-2

APPENDIX TO COMPLIANCE CERTIFICATE

J-3

WORKSHEET

GROSS ASSET VALUE

A.	The Adjusted Net Operating Income of any Real estate owned by Parent Company or its Subsidiaries which is a Stabilized Property divided by .10	$
B.	The cost basis book value determined in accordance with GAAP of all Real Estate acquired by Parent Company or any of its Subsidiaries for the prior two fiscal quarters most recently ended	$
C.	Book Value of Development Properties	$
D.	Book Value of Land Assets:	$
E.	Amount of cash contained in any accounts established by or the benefit of Parent Company or its Subsidiaries to effectuate a tax-deferred exchange (also known as a “1031” exchange) in connection with the purchase and/or sale of all or a portion of Real Estate; plus	$
F.	Aggregate amount of Unrestricted Cash and Cash Equivalents of Parent Company and its Subsidiaries:	$
G.	Aggregate amount of Restricted Cash and Cash Equivalents of Parent Company and its Subsidiaries that does not qualify as “Unrestricted” as defined in the definition of Unrestricted Cash and Cash Equivalents (excluding amounts included in E above) (to the extent approved by Agent)	$
H.	Pro rata share of Gross Asset Value attributable to such assets owned by Unconsolidated Affiliates:	$
		$
		$
	Gross Asset Value equals sum of A plus B plus C plus D plus E plus F plus G plus H	$

J-4

EXHIBIT K

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated                     , by and between                                          (“Assignor”), and                     (“Assignee”).

WITNESSETH:

WHEREAS, Assignor is a party to that certain Credit Agreement, dated December 21, 2012, by and among the Borrowers, QTLP, QTS Richmond TRS, the other lenders that are or may become a party thereto, and Regions Bank, individually and as Agent (the “Credit Agreement”); and

WHEREAS, Assignor desires to transfer to Assignee the Assignor’s Revolving Credit Commitment under the Credit Agreement and its rights with respect to the Commitment assigned and its Outstanding Loans with respect thereto;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Definitions. Terms defined in the Credit Agreement and used herein without definition shall have the respective meanings assigned to such terms in the Credit Agreement.

2. Assignment.

(a) Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, effective as of the “Assignment Date” (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a portion of its Revolving Credit Note in the amount of $         representing a $         Revolving Credit Commitment, and a          percent (     %) Revolving Credit Commitment Percentage, and a corresponding interest in and to all of the other rights and obligations under the Credit Agreement and the other Loan Documents relating thereto (the assigned interests being hereinafter referred to as the “Assigned Interests”), including Assignor’s share of all outstanding Revolving Credit Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Lender under and signatory to the Credit Agreement having a Revolving Credit Commitment Percentage equal to the amount of the respective Assigned Interests.

(b) Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee were an original Lender under and signatory to the Credit Agreement and the “Intercreditor Agreement” (as hereinafter defined), which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrowers with respect to the

K-1

Assigned Interests and to indemnify the Agent as provided therein (such obligations, together with all other obligations set forth in the Credit Agreement and the other Loan Documents are hereinafter collectively referred to as the “Assigned Obligations”). Assignor shall have no further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests.

3. Representations and Requests of Assignor.

(a) Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated hereby the principal face amount of Assignor’s Revolving Credit Note is $         and the aggregate outstanding principal balance of the Revolving Credit Loans made by it equals $        , and (iii) that it has forwarded to the Agent the Revolving Credit Note held by Assignor. Assignor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrowers or the Guarantors or the continued existence, sufficiency or value of the Collateral or any assets of the Borrowers or the Guarantors which may be realized upon for the repayment of the Loans, or the performance or observance by the Borrowers or the Guarantors of any of their respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.

(b) Assignor requests that the Agent obtain replacement Revolving Credit Notes for each of Assignor and Assignee as provided in the Credit Agreement.

4. Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of the Credit Agreement. Without limiting the foregoing, Assignee (a) represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (b) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has and will, independently and without reliance upon Assignor, any other Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrowers and the Guarantors and the value of the assets of the Borrowers and the Guarantors, and taking or not taking action under the Loan Documents and any intercreditor agreement among the Lenders and the Agent (the “Intercreditor Agreement”); (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents and the Intercreditor Agreement; (e) agrees that, by this Assignment, Assignee has become a party to and will perform in

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accordance with their terms all the obligations which by the terms of the Loan Documents and the Intercreditor Agreement are required to be performed by it as a Lender; (f) represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrowers or the Guarantors and is not a Defaulting Lender or an Affiliate of a Defaulting Lender, (g) agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrowers and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal income taxes and (h) if Assignee is an assignee of any portion of the Revolving Credit Notes, Assignee has a net worth as of the date hereof of not less than $100,000,000.00 unless waived in writing by [Borrowers’ Representative] and Agent as required by the Credit Agreement. Assignee agrees that Borrowers may rely on the representation contained in Section 4(h).

5. Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Assignment Date, an amount equal to $         representing the aggregate principal amount outstanding of the Revolving Credit Loans owing to Assignor under the Credit Agreement and the other Loan Documents with respect to the Assigned Interests.

6. Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of the Credit Agreement.

7. Effectiveness.

(a) The effective date for this Agreement shall be                      (the “Assignment Date”). Following the execution of this Agreement, each party hereto shall deliver its duly executed counterpart hereof to the Agent for acceptance and recording in the Register by the Agent.

(b) Upon such acceptance and recording and from and after the Assignment Date, Assignee shall be a party to the Credit Agreement and the Intercreditor Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Lender thereunder, and Assignor shall, with respect to the Assigned Interests, relinquish its rights and be released from its obligations under the Credit Agreement and the Intercreditor Agreement.

(c) Upon such acceptance and recording and from and after the Assignment Date, the Agent shall make all payments in respect of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee.

(d) All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their applicable Interest Periods and Assignee shall accept the currently effective interest rates on its Assigned Interest of each LIBOR Rate Loan,

K-3

8. Notices. Assignee specifies as its address for notices and its Lending Office for all assigned Loans, the offices set forth below:

Notice Address:
	Attn:
	Facsimile:
Domestic Lending Office:		Same as above
Eurodollar Lending Office:		Same as above

9. Payment Instructions. All payments to Assignee under the Credit Agreement shall be made as provided in the Credit Agreement in accordance with the separate instructions delivered to Agent.

10. Governing Law. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).

11. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

12. Amendments. This Agreement may not be amended, modified or terminated except by an agreement in writing signed by Assignor and Assignee, and consented to by Agent.

13. Successors, This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted by the terms of Credit Agreement and the Intercreditor Agreement.

[signatures on following page]

K-4

IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, as of the date first above written.

ASSIGNEE:

By:

Title:

ASSIGNOR:

By:

Title:

RECEIPT ACKNOWLEDGED AND
ASSIGNMENT CONSENTED TO BY:
REGIONS BANK, as Agent
By:
	Title:
CONSENTED TO BY:1
QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware
	limited liability company
	By:
	Name:
	Title:

¹  Insert signature block of Borrowers’ Representative to extent required by Credit Agreement.

K-5

SCHEDULE 1.1

LENDERS AND COMMITMENTS

REVOLVING CREDIT LOAN

Name and Address	Revolving Credit Loan Commitment		Revolving Credit Commitment Percentage
Regions Bank ALBH11502B 1900 5th Avenue North Birmingham, Alabama 35203 LIBOR Lending Office Same as Above	$	40,000,000		50.0	%
Bank of America, N.A. 135 South LaSalle Street, Suite 640 Mail Code: IL-135-06-41 Chicago, Illinois 60603 Attention: Ronald. S. Bachurek Telephone: 312-992-2596 Facsimile: 312-992-6273 LIBOR Lending Office Same as Above	$	40,000,000		50.0	%
TOTAL	$	80,000,000		100.0	%

Schedule 1.1 - Page 1

SCHEDULE 1.2

ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS

With respect to any parcel of Real Estate of a Subsidiary Borrower proposed to be included in the Collateral, each of the following:

(a) Description of Property. A narrative description of the Real Estate, the improvements thereon and the tenants or licensees and Leases relating to such Real Estate.

(b) Security Documents. Such Security Documents relating to such Real Estate as the Agent shall in good faith require, duly executed and delivered by the respective parties thereto.

(c) Enforceability Opinion. If required by the Agent, the favorable legal opinion of counsel to such Borrower, from counsel reasonably acceptable to the Agent and qualified to practice in the State in which such Real Estate is located with respect to any Mortgage or Assignment of Leases and Rents, addressed to the Lenders and the Agent covering the enforceability of such Security Documents and such other matters as the Agent shall reasonably request.

(d) Perfection of Liens. Evidence reasonably satisfactory to the Agent that the Security Documents are effective to create in favor of the Agent a legal, valid and enforceable first lien or security title and security interest in such Real Estate and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such liens or security title or security interests have been duly effected.

(e) Survey and Taxes. The Survey of such Real Estate, together with the Surveyor Certification and evidence of payment of all real estate taxes, assessments and municipal charges on such Real Estate which on the date of determination are required to have been paid under §7.8 or §8.20.

(f) Title Insurance; Title Exception Documents. The Title Policy (or “marked” commitment/pro forma policy for a Title Policy) covering such Real Estate, including all endorsements thereto, and together with proof of payment of all fees and premiums for such policy, and true and accurate copies of all documents listed as exceptions under such policy.

(g) UCC Certification. A certification from the Title Insurance Company, records search firm, or counsel satisfactory to the Agent that a search of the appropriate public records disclosed no conditional sales contracts, security agreements, chattel mortgages, leases of personally, financing statements or title retention agreements which affect any property, rights or interests of Borrower that are or are intended to be subject to the security interest, security title, assignments, and mortgage liens created by the Security Documents relating to such Real Estate except to the extent that the same are discharged and removed prior to or simultaneously with the inclusion of the Real Estate in the Collateral.

(h) Management Agreement. A true copy of the Management Agreement, if any, relating to such Real Estate, which shall be in form and substance reasonably satisfactory to the Agent.

Schedule 1.2 - Page 1

(i) Leases. True copies of all Leases relating to such Real Estate as the Agent or the Required Lenders may request and a Rent Roll for such Real Estate certified by such Borrower as accurate and complete as of a recent date, each of which shall be in form and substance reasonably satisfactory to the Required Lenders.

(j) Lease Form. The form of Lease, if any, to be used by such Borrower in connection with future leasing of such Mortgaged Property, which shall be in form and substance reasonably satisfactory to the Agent.

(k) Subordination Agreements. A Subordination, Attornment and Non-Disturbance Agreement from tenants or licensees of such Real Estate as required by the Agent.

(l) Estoppel Certificates. Estoppel certificates from tenants or licensees of such Real Estate as required by Agent, such certificates to be dated not more than thirty (30) days prior to the inclusion of such Real Estate in the Collateral, each such estoppel certificate to be in form and substance reasonably satisfactory to the Agent.

(m) Certificates of Insurance, Each of (i) a current certificate of insurance as to the insurance maintained by such Borrower on such Real Estate (including flood insurance if necessary) from the insurer or an independent insurance broker dated as of the date of determination, identifying insurers, types of insurance, insurance limits, and policy terms; (ii) certified copies of all policies evidencing such insurance (or certificates therefor signed by the insurer or an agent authorized to bind the insurer•); and (iii) such further information and certificates from such Borrower, its insurers and insurance brokers as the Agent may reasonably request, all of which shall be in compliance with the requirements of this Agreement.

(n) Property Condition Report. A property condition report from a firm of professional engineers or architects selected by Borrowers and reasonably acceptable to Agent (the “Inspector”) satisfactory in form and content to the Agent and the Required Lenders, dated not more than one hundred eighty (180) days prior to the inclusion of such Real Estate in the Collateral, addressing such matters as the Agent and the Required Lenders may reasonably require.

(o) Hazardous Substance Assessments. A hazardous waste site assessment report addressed to the Agent (or the subject of a reliance letter addressed to, and in a form reasonably satisfactory to, the Agent) concerning Hazardous Substances and asbestos on such Real Estate dated or updated not more than one hundred eighty (180) days prior to the inclusion of such Real Estate in the Collateral, from the Environmental Engineer, such report to contain no qualifications except those that are acceptable to the Required Lenders in their reasonable discretion and to otherwise be in form and substance reasonably satisfactory to the Agent in its sole discretion.

(p) Zoning and Land Use Compliance. Such evidence regarding zoning and land use compliance as the Agent may require and approve in its reasonable discretion.

(q) Certificate of Occupancy. A copy of the certificate(s) of occupancy issued to such Borrower for such parcel of Real Estate permitting the use and occupancy of the Building thereon (or a copy of the certificates of occupancy issued for such parcel of Real Estate and

Schedule 1.2 - Page 2

evidence satisfactory to the Agent that any previously issued certificate(s) of occupancy is not required to be reissued to such Borrower), or evidence reasonably satisfactory to the Agent that no certificates of occupancy are necessary to the use and occupancy thereof.

(r) Appraisal. An Appraisal of such Real Estate, in form and substance satisfactory to the Agent and the Required Lenders as provided in §5.2 and dated not more than ninety (90) days prior to the inclusion of such Real Estate in the Collateral.

(s) Budget. An operating and capital expenditure budget for such Real Estate in form and substance reasonably satisfactory to the Required Lenders, together with a twelve (12) month cash flow projection. The capital expenditure budget for the Real Estate must show adequate reserves or cash flow to cover capital expenditure needs of the Real Estate.

(t) Operating Statements. Operating statements for such Real Estate in the form of such statements delivered to the Lenders under §7.4(e) covering each of the four fiscal quarters ending immediately prior to the addition of such Real Estate to the Collateral, to the extent available.

(u) Environmental Disclosure. Such evidence regarding compliance with §6.20(d) as Agent may reasonably require.

(v) Subsidiary Borrower Documents. With respect to Real Estate owned by a Subsidiary, the Joinder Agreement and such other documents, instruments, reports, assurances, or opinions as the Agent may reasonably require.

(w) Additional Documents. Such other agreements, documents, certificates, reports or assurances as the Agent may reasonably require.

Schedule 1.2 - Page 3

EXHIBITS AND SCHEDULES

Exhibit A	FORM OF REVOLVING CREDIT NOTE
Exhibit B	INTENTIONALLY OMITTED
Exhibit C	INTENTIONALLY OMITTED
Exhibit D	FORM OF MASTER SPACE AGREEMENT
Exhibit E-1	FORM OF BORROWER JOINDER AGREEMENT
Exhibit E-2	FORM OF GUARANTOR JOINDER AGREEMENT
Exhibit F	INTENTIONALLY OMITTED
Exhibit G	FORM OF REQUEST FOR LOAN
Exhibit H	INTENTIONALLY OMITTED
Exhibit I	FORM OF BORROWING BASE CERTIFICATE
Exhibit J	FORM OF COMPLIANCE CERTIFICATE
Exhibit K	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Schedule 1.1	LENDERS AND COMMITMENTS
Schedule 1.2	ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
Schedule 1.3	DISCLOSED COMPETITOR
Schedule 1.4	EXCLUDED ASSETS
Schedule 2.10	EXISTING LETTERS OF CREDIT
Schedule 6.3	LIST OF ALL ENCUMBRANCES ON ASSETS
Schedule 6.5	NO MATERIAL CHANGES
Schedule 6.6	FRANCHISES, PATENTS, COPYRIGHTS, ETC.
Schedule 6.7	PENDING LITIGATION
Schedule 6.15	CERTAIN TRANSACTIONS
Schedule 6.18	TRADENAMES
Schedule 6.20(c)	ENVIRONMENTAL COMPLIANCE

ix

Schedule 6.20(d)	REQUIRED ENVIRONMENTAL ACTIONS
Schedule 6.21(a)	PARENT COMPANY SUBSIDIARIES
Schedule 6.21(b)	UNCONSOLIDATED AFFILIATES OF PARENT COMPANY AND ITS SUBSIDIARIES
Schedule 6.22	EXCEPTIONS TO RENT ROLL
Schedule 6.23	MANAGEMENT AGREEMENTS; MATERIAL AGREEMENTS
Schedule 6.25	MATERIAL LOAN AGREEMENTS
Schedule 6.34	SERVICE GUARANTEES

x

EX-10.32

Exhibit 10.32

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 1, 2013, by and among QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, a Delaware limited liability company (“QIPR”), QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC, a Delaware limited liability company (“QTS Richmond TRS”), QUALITYTECH, LP, a Delaware limited partnership (“QTLP”), each of the Lenders party hereto, and REGIONS BANK, as Administrative Agent (the “Agent”).

WHEREAS, QIPR, QTS Richmond TRS, QTLP, any Additional Subsidiary Borrowers from time to time a party thereto as “Borrowers” pursuant to §5.5, the Lenders, the Agent and certain other parties have entered into that certain Credit Agreement dated as of December 21, 2012 (as in effect immediately prior to the date hereof, the “Credit Agreement”); and

WHEREAS, QIPR, QTS Richmond TRS, QTLP, the Lenders and the Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1. Specific Amendments to Credit Agreement.

(a) The Credit Agreement is amended by adding the following definitions of “Capital Reserve”, “Commodity Exchange Act”, “DAFC”, “DAFC Transaction”, “Excluded Hedge Obligation”, “Metro Ground Lease”, “Metro Indenture”, “Metro Property”, “Related Parties”, “Tax Driven Lease Transaction”, and “Tax Driven Lease Transaction Documents” to §1.1 in the correct alphabetical location:

Capital Reserve. For any period and with respect to any improved portion of a Stabilized Property, an amount equal to $0.25 multiplied by the total raised square footage of the Buildings in such Real Estate. If the term Capital Reserve is used without reference to any specific Real Estate, then the amount shall be determined on a pro rata aggregate basis with respect to all Real Estate of the Borrowers and their respective Subsidiaries and a proportionate share of all Real Estate of all Unconsolidated Affiliates of Parent Company. The Capital Reserve shall be calculated based on the total raised square footage of the Buildings owned (or ground leased) at the end of each fiscal quarter, less the total raised square footage of unoccupied space held for development or redevelopment.

Commodity Exchange Act. The Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.

DAFC. The Development Authority of Fulton County, Georgia.

DAFC Transaction. The conveyance of the Metro Property and the consummation of the transactions evidenced and contemplated by the Metro Indenture and the Metro Ground Lease.

Excluded Hedge Obligation. With respect to any Guarantor, any Hedge Obligation, if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedge Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Hedge Obligation. If a Hedge Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedge Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

Metro Ground Lease. The Lease Agreement dated as of December 1, 2006 between the Authority, as lessor, and Quality Investment Properties Atlanta Tech Centre South, L.L.C., as lessee, a short form of which was recorded in the Fulton County Real Estate Records, on December 29, 2006 in Book 44177, Page 662, as assigned to and assumed by QIPM, with respect to the tenant’s interest thereunder, pursuant to that certain Assignment of Lease, Deed to Secure Debt and Other Documents, dated as of February 28, 2007 and as amended on March 9, 2007 by that certain Lessor Estoppel and Agreement, and as the same may hereafter be amended, restated or modified from time to time.

Metro Indenture. That certain Bond Purchase Loan Agreement, dated as of December 1, 2006, between the DAFC and Quality Investment Properties Atlanta Tech Centre South, L.L.C., a Georgia limited liability company.

Metro Property. All that certain property located at 1033 Jefferson Street, NW, Atlanta, Georgia 30318-8024.

Related Parties. Chad Williams’ parents, spouse, siblings or any of his or their direct or indirect lineal descendants (including by adoption) and any trust, partnership, limited liability company, corporation or other legal entity established for estate planning purposes for the benefit of any of the foregoing.

Tax Driven Lease Transaction. (i) the DAFC Transaction and (ii) any transaction pursuant to which QTLP, a Borrower or a Subsidiary Guarantor conveys record title to a real property asset to a governmental entity and then leases such asset back from the governmental entity for the purposes of effecting a reduction in real property taxes where (a) QTLP, such Borrower or the conveying Subsidiary Guarantor can repurchase the conveyed asset at any time (subject to any customary lock-out provisions) for nominal consideration, (b) no Indebtedness is incurred by QTLP, such Borrower or such Subsidiary Guarantor under GAAP; provided, that, if the structure of any such transaction requires the issuance of bonds by the applicable governmental entity, such bonds are purchased by QTLP, such Borrower or such Subsidiary Guarantor as consideration for the applicable real property transfer and the amounts receivable by QTLP, such Borrower or such Subsidiary Guarantor on such bonds equals the rent payable under the applicable lease, (c) no net payments are required to be made to any third party as a result of such transaction and the corresponding Tax Driven Lease

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Transaction Documents (other than the reduced real property taxes and customary closing costs and fees), and (d) such transaction, however structured, is consummated on terms substantially similar to the DAFC Transactions.

Tax Driven Lease Transaction Documents. (i) the Metro Indenture and Metro Ground Lease and (ii) with respect to any Tax Driven Lease Transaction other than the DAFC Transaction, leases, indentures and such other documents that are customarily required for a transaction of that type and that satisfy the requirements of the definition of Tax Driven Lease Transaction.

(b) The Credit Agreement is amended by restating the definitions of “Adjusted Consolidated EBITDA”, “Adjusted Net Operating Income”, “Capitalization Rate”, “Corporate Credit Agreement”, “EBITDA”, “General Partner”, “Hedge Obligations”, “IPO Event”, “Material Adverse Effect”, “Net Operating Income”, “Non-Recourse Indebtedness”, “QTLP Subordinate Note”, “Unhedged Variable Rate Debt”, and “Wholly Owned Subsidiary” set forth in §1.1 in their entireties as follows:

Adjusted Consolidated EBITDA. On any date of determination, (a) the Consolidated EBITDA for the prior two (2) fiscal quarters most recently ended, multiplied by two (2), less (b) the Capital Reserve.

Adjusted Net Operating Income. For purposes other than determining Gross Asset Value, on any date of determination prior to June 30, 2013, (a) the Net Operating Income for the fiscal month most recently ended, multiplied by twelve (12), less (b) the Capital Reserve, and on any date of determination on or after June 30, 2013, (a) the Net Operating Income for the fiscal quarter most recently ended, multiplied by four (4), less (b) the Capital Reserve. For purposes of determining Gross Asset Value, on any date of determination thereof, (x) the Net Operating Income for the prior two (2) fiscal quarters most recently ended, multiplied by two (2), less (y) the Capital Reserve.

Capitalization Rate. Nine percent (9.00%).

Corporate Credit Agreement. That certain Second Amended and Restated Credit Agreement dated as of May 1, 2013, by and among QTLP, the lenders from time to time party thereto, KeyBank National Association, as administrative agent, and the other parties thereto, which amends and restates in its entirety that certain First Amended and Restated Credit Agreement dated as of February 8, 2012, by and among QIPM, Quality Investment Properties, Suwanee, LLC, Quality Technology Services Metro II, LLC, Quality Technology Services, Suwanee II, LLC, QTLP, the lenders from time to time party thereto, KeyBank National Association, as administrative agent, and the other parties thereto, as amended by the First Amendment dated September 28, 2012.

EBITDA. With respect to Parent Company and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below; plus (c) Set-up Fees that are amortized over the term of the

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applicable Lease. With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) non-recurring charges and extraordinary or non-recurring gains and losses; and (v) other non-cash items, including without limitation, non-cash deferred compensation expense for officers and employees and amortization of stock grants from such Unconsolidated Affiliates. EBITDA shall be adjusted to remove (i) any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, and (ii) merger and acquisition costs required to be expensed under FAS 141R. Notwithstanding the foregoing, property management fees (also known as property level general and administrative expense) shall be adjusted to be the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R.

General Partner. QualityTech GP, LLC, a Delaware limited liability company, or any other successor general partner of the Borrower in connection with the IPO Event.

Hedge Obligations. All obligations of a Borrower or a Subsidiary to any Lender Hedge Provider to make any payments under any agreement with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure relating to the Obligations, and any confirming letter executed pursuant to such hedging agreement, and which shall include, without limitation, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, all as amended, restated or otherwise modified. Under no circumstances shall any of the Hedge Obligations secured or guaranteed by any Loan Document as to a Guarantor include any obligation that constitutes an Excluded Hedge Obligation of such Guarantor.

IPO Event. The completion of all of the following: the formation of REIT and the initial public offering of stock in REIT and the registration of REIT as a public company with the SEC and all other transactions directly relating thereto.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of any Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Net Operating Income. For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees paying rent, and termination fees received for such period of not greater than one percent (1.0%) of the aggregate Monthly Recurring Charges for such period (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring

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fees, charges or amounts (excluding Set-up Fees)) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of Parent Company and its Subsidiaries, any property management fees and non-recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to four percent (4.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment obligations under their lease unless such tenants or licensees have made a payment of such amounts in each month due other than amounts contested, in which case only amounts contested and not paid are excluded, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding. The Borrowers’ and the Guarantors’ pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s pro rata liability for the Indebtedness of such Unconsolidated Affiliate) of the Net Operating Income of Unconsolidated Affiliates of the Borrower and the Guarantors shall be included in determinations of Net Operating Income for the purposes of the calculation of Gross Asset Value. Notwithstanding anything to the contrary contained herein, Set-up Fees that are amortized over the term of the applicable Lease shall be included in determinations of Net Operating Income.

Non-Recourse Indebtedness. Indebtedness of Guarantors, their Subsidiaries or an Unconsolidated Affiliate which is secured by one or more parcels of Real Estate or interests therein or equipment (other than a Mortgaged Property, any interest therein or equipment relating thereto) and which is not a general obligation of such Guarantor, such Subsidiary or Unconsolidated Affiliate, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, or interests therein, securing such Indebtedness, the leases thereon and the rents, profits and equity thereof or equipment, as applicable (except for recourse against the general credit of the Guarantors or their Subsidiaries or an Unconsolidated Affiliate for any Non-Recourse Exclusions), provided that in calculating the amount of Non-Recourse Indebtedness at any time, the amount of any Non-Recourse Exclusions which are the subject of a claim shall not be included in the Non-Recourse Indebtedness but shall constitute recourse Indebtedness. Non-Recourse Indebtedness shall also include Indebtedness of one or more Subsidiaries of Parent Company that is a special purpose entity (each a “SPE Subsidiary”) provided that all of the following conditions are satisfied to Agent’s reasonable satisfaction: (i) the Indebtedness is recourse solely to such SPE Subsidiary and, if applicable, a separate Subsidiary of Parent Company that guarantees such Indebtedness and whose sole assets are ownership of the Equity Interests in the SPE Subsidiary that is primarily liable (each a “SPE Guarantor”) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), (ii) neither the SPE Subsidiary nor the SPE Guarantor is a Borrower, a Guarantor or the owner of any direct or indirect interest in a Guarantor, (iii) such Indebtedness is not cross-defaulted to other Indebtedness of a Borrower, the

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Guarantors or their respective Subsidiaries, (iv) such Indebtedness does not constitute Indebtedness of any other Person (other than such the SPE Subsidiary which is the borrower thereunder or the SPE Guarantor which is the guarantor thereunder) (except for guaranties of customary Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim) and (v) the only collateral for such Indebtedness are the assets owned by the SPE Subsidiaries incurring such Indebtedness.

QTLP Subordinate Note. The promissory note dated October 23, 2009 payable by QTLP to the order of Chad L. Williams and QT Group in the outstanding principal amount of $27,771,608.58 as of April 30, 2013, which evidences QTLP Subordinate Debt.

Unhedged Variable Rate Debt. Any Indebtedness with respect to which the interest rate is not fixed or capped (or hedged to a fixed or capped rate) for the entire term of such Indebtedness to maturity; provided, however, that for the period from May 1, 2013 through December 31, 2013, the existing interest rate swap Derivatives Contracts of QTLP and its Subsidiary Guarantors under (and as defined in) the Corporate Credit Agreement for a notional amount of $150,000,000 expiring on September 28, 2014, shall qualify as an effective fixed rate hedge of $150,000,000 of the Loans under (and as defined in) the Corporate Credit Agreement notwithstanding that the term of such Derivatives Contracts is not for the entire term of such Loans.

Wholly Owned Subsidiary. As to a Person, any Subsidiary of Parent Company that is directly or indirectly owned 100% by such Person. Subject to the compliance by the Borrowers and the Subsidiary Guarantors with §8.18 of this Agreement, the Agent and the Lenders agree that, for so long as any real property asset of QTLP, a Borrower or any Subsidiary Guarantor is subject to a Tax Driven Lease Transaction, such property shall be treated as though it is owned by a Wholly Owned Subsidiary for all purposes under this Agreement. Furthermore, for so long as net cash received (whether in the form of interest on bonds or otherwise) in connection with any Tax Driven Lease Transaction equals the net cash paid (whether in the form of rent or otherwise) under the applicable Tax Driven Lease Transaction Documents, such amounts shall be disregarded for purposes of calculating the financial covenants in §9.

(c) The Credit Agreement is amended by replacing each reference to “ten percent (10%)” in the definition of “Affiliate” in §1.1 with a reference to “twenty-five (25%)”.

(d) The Credit Agreement is amended by restating sub-paragraph (c) of the definition of “Change of Control” in §1.1 in its entirety as follows:

(c) Following the occurrence of the IPO Event, REIT shall fail to be the sole general partner of QTLP (or the one hundred percent (100%) owner of such general partner), shall fail to own such general partnership interest in QTLP free of any Lien (other than Liens permitted by §8.2(i)), or shall fail to control the management and policies of QTLP; or

(e) The Credit Agreement is amended by replacing the “; or” at the end of sub-paragraph (i) of the definition of “Change of Control” in §1.1 with a “.” and deleting subparagraph (j) in its entirety from the definition of “Change of Control” in §1.1.

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(f) The Credit Agreement is amended by adding the following sentence at the end of the paragraph beginning with the phrase “Notwithstanding anything to the contrary in paragraphs (f) and (g) of the definition of “Change of Control,” in the definition of “Change of Control” in §1.1:

For the avoidance of doubt, the term “Change of Control” does not include, and shall not be deemed to occur as a result of, the IPO Event and so long as any class of shares in the REIT are traded on a nationally recognized securities exchange, the issuance, trading, and redemption of the Equity Interests in the REIT, except as expressly set forth in sub-paragraph (a) above of this definition.

(g) The Credit Agreement is amended by deleting the definition of “Corporate Debt Yield” in §1.1 in its entirety.

(h) The Credit Agreement is amended by restating clause (vii) of the definition of “Gross Asset Value” in §1.1 in its entirety as follows:

(vii) to the extent approved by Agent, the aggregate amount of all cash and Cash Equivalents (excluding amounts included in (v) and (vi) above) of Parent Company and its Subsidiaries as of the date of determination that does not qualify as “Unrestricted” as defined in the definition of Unrestricted Cash and Cash Equivalents.

(i) The Credit Agreement is amended by replacing the phrase “customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, and other similar exceptions to recourse liability” in clause (h) of the definition of “Indebtedness” in §1.1 with the word “Non-Recourse Exclusions”.

(j) The Credit Agreement is amended by replacing the reference to “a Borrower” in clause (i) of §1.2(l) with a reference to “the Parent Company”.

(k) The Credit Agreement is amended by restating §7.26 in its entirety as follows:

§7.26 Creation of REIT. As a condition of the occurrence of the IPO Event, Borrowers and Guarantors agree as follows:

(a) Schedule 7.26 hereto sets forth the organizational structure and management of REIT and QTLP immediately following the IPO Event. Agent and Lenders consent to such structure, with such changes as QTLP deems necessary, provided that simultaneously with the occurrence of the IPO Event, (i) QTLP shall become an “operating partnership” which will own not less than 100% of the direct or indirect interests in the Borrowers and the Subsidiary Guarantors, (ii) the structure of the transaction shall be such that the financial results of QTLP and its Subsidiaries would be Consolidated with the accounts of REIT, and (iii) REIT, or an entity in which REIT owns 100% of the direct interest in, shall be the sole general partner of QTLP, or with such other changes that the Agent shall approve, such approval not to be unreasonably withheld, conditioned or delayed;

(b) all of the formation and contribution agreements related to the IPO Event shall be in form and substance reasonably acceptable to Agent;

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(c) Borrowers and Guarantors shall cause REIT, or any other entity in which REIT owns 100% of the direct interest in and which serves as the general partner of QTLP, to execute such documents as Agent may reasonably require to cause such Person to become a “Guarantor” under this Agreement and the other Loan Documents; and

(d) the Borrowers, Guarantors (including REIT) and the Agent shall enter into such amendments to the Loan Documents or other agreements as the Agent may reasonably require to reflect a structure different from that set forth on Schedule 7.26 hereto.

(l) The Credit Agreement is amended by restating Section §8.1(b) in its entirety as follows:

(b) Indebtedness to (i) the Lender Hedge Providers in respect of any Hedge Obligations and (ii) the “Lender Hedge Providers” (as defined in the Corporate Credit Agreement) in respect of any “Hedge Obligations” (as defined in the Corporate Credit Agreement);

(m) The Credit Agreement is amended by restating Section §8.1(e) in its entirety as follows:

(e) Indebtedness of the QTLP arising under, or in connection with, the Corporate Credit Agreement in an aggregate principal amount not to exceed $675,000,000 and any Permitted Refinancing thereof;

(n) The Credit Agreement is amended by restating §8.1(g) in its entirety as follows:

(g) subject to the provisions of §9, Secured Debt, provided that (A) the aggregate amount of Secured Debt shall not exceed forty percent (40%) of Gross Asset Value; and (B) in addition to the limitation set forth in the immediately preceding clause (A), the aggregate amount of Secured Debt that is Recourse Indebtedness (including the Obligations and the Hedge Obligations but excluding the “Obligations” and “Hedge Obligations” as defined in and under the Corporate Credit Agreement to the extent ever secured thereunder) shall not exceed fifteen percent (15%) of Gross Asset Value; and provided further that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) in excess of $50,000,000 unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrower and Guarantors will be in compliance with their covenants referred to therein after giving effect to the incurrence of such Indebtedness;

(o) The Credit Agreement is amended by restating the introductory paragraph to §8.2 in its entirety as follows:

The Borrowers and the Guarantors will not, and will not permit their Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, charge, or other security interest of any kind upon any of their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30)

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days after the same shall have been incurred any Indebtedness or claim or demand against any of them that if unpaid could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse, as part of a financing transaction; or (f) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien granted pursuant to a Mortgage on a Mortgaged Property securing the Obligations or the Hedge Obligations (collectively, “Liens”); provided that notwithstanding anything to the contrary contained herein, the Borrowers, the Guarantors and any such Subsidiary may create or incur or suffer to be created or incurred or to exist:

(p) The Credit Agreement is amended by restating §8.5 in its entirety as follows:

§8.5 Sale and Leaseback. Except for Tax Driven Lease Transactions, the Borrowers and the Guarantors will not, and will not permit their respective Subsidiaries, to enter into any arrangement, directly or indirectly, whereby any Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter such Borrower or any such Subsidiary shall lease back such Real Estate without the prior written consent of Agent, such consent not to be unreasonably withheld.

(q) The Credit Agreement is amended by replacing the reference to “ninety percent (90%)” in §8.7(a) with a reference to “ninety-five percent (95%)”.

(r) The Credit Agreement is amended by adding the following subsection (e) immediately after subsection (d) of §8.7:

(e) Notwithstanding anything to the contrary contained in this Agreement or in the QTLP Subordination and Standstill Agreement, QTLP may (I) convert all of the principal of the QTLP Subordinate Note to additional equity interests in QTLP issued to Chad L. Williams or Quality Group, and (II) following the conversion of at least $10,000,000 of principal of the QTLP Subordinate Note pursuant to §8.7(e)(I) and so long as no Default or Event of Default exists or would exist immediately thereafer, prepay in full any remaining balance of the QTLP Subordinate Note. Any such prepayments made by QTLP as result of (I) or (II) above shall not be included in any calculation made to determine the Borrowers’ compliance with the limitation on Distributions contained in §8.7(a).

(s) The Credit Agreement is amended by restating §8.13 in its entirety as follows:

§8.13. Transactions with Affiliates. Neither the Borrowers nor the Guarantors shall, and none of them shall permit any Subsidiary of any Borrower or any Guarantor to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Wholly Owned Subsidiary of QTLP), except (a) transactions pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are substantially no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate and (b) agreements (i) to reimburse, indemnify and hold harmless Chad Williams and his Related Parties from any income tax liability (and any income taxes on such payments)

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resulting from any sale of Real Estate by the REIT, QTLP or any of their Subsidiaries, so long as Chad Williams’ and his Related Parties’ right to receive such payments are subordinated on terms reasonably acceptable to the Agent to the prior payment in full of the Obligations in the event that the Obligations have been accelerated pursuant to §12.1 or (ii) granting Chad Williams a veto right over any sale by the REIT, QTLP or any of their Subsidiaries of Real Estate (other than any Mortgaged Property) that he contributed to QTLP in exchange for Equity Interests in QTLP but only if such agreement excludes such right of veto if the Obligations have been accelerated pursuant to §12.1, or (c) under any other tax protection agreement approved in writing by Agent.

The Credit Agreement is amended by restating §8.18 in its entirety as follows:

§8.18. Tax Driven Lease Transactions. Until any real property asset of QTLP or any of its Subsidiaries that is a Borrower or a Guarantor that is subject to a Tax Driven Lease Transaction has been repurchased by QTLP, such Borrower or such Subsidiary as provided in the applicable Tax Driven Lease Transaction Documents, none of the such Borrowers, QTLP or such Subsidiaries shall, without the written consent of the Agent, modify or amend any Tax Driven Lease Transaction Documents, or any other agreement related thereto, in any manner that would (i) cause a change in the accounting treatment of such Tax Driven Lease Transaction under GAAP, (ii) adversely affect in any material respect the ability of such Borrower, QTLP or such Subsidiary, as applicable, to repurchase any property of such Borrower, QTLP or such Subsidiary that is subject to a Tax Driven Lease Transaction for nominal consideration or (iii) otherwise cause such transaction not to meet the terms of the definition of Tax Driven Lease Transactions.

(u) The Credit Agreement is amended by restating §8.19 in its entirety as follows:

§8.19. Subordinate Debt. QTLP shall be permitted to pay amounts with respect to the “Subordinate Debt” (as defined in the QTLP Subordination and Standstill Agreement) only at such times and to the extent that no Default or Event of Default exists or would arise as a result thereof. Without the prior written consent of the Required Lenders, which consent may be withheld by the Required Lenders in their sole and absolute discretion, QTLP shall not (i) modify or amend the Subordinate Debt except to provide for the conversion of a portion of the Subordinate Debt into additional equity as described in §8.7(e)(I), (ii) prepay, amortize, purchase, retire, redeem or otherwise acquire the Subordinate Debt, except as expressly permitted in the QTLP Subordination and Standstill Agreement or as expressly permitted in §8.7(e), or (iii) make any payments on the Subordinate Debt except as permitted in this §8.19.

(v) The Credit Agreement is amended by restating §9.6 in its entirety as follows:

§9.6. Minimum Consolidated Tangible Net Worth. Parent Company will not at any time permit Parent Company’s Consolidated Tangible Net Worth to be less than the sum of (a) eighty-five percent (85%) of the Net Offering Proceeds of an Equity Offering (excluding any proceeds from equity infusions used to redeem existing shareholders of QTLP at the IPO Event), plus (b) $408,000,000.00; plus (c) eighty-five percent (85%) of the value of interests in QTLP issued upon the contribution of assets to QTLP or its Subsidiaries (with such value determined at the time of contribution).

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(w) The Credit Agreement is amended by restating §9.7 in its entirety as follows:

§9.7. Unhedged Variable Rate Debt. Parent Company shall not at any time permit the Unhedged Variable Rate Debt of Parent Company and its Subsidiaries to exceed thirty percent (30%) of Gross Asset Value.

(x) The Credit Agreement is amended by deleting §9.8 in its entirety.

(y) The Credit Agreement is amended by restating §12.1(d) in its entirety as follows

(d) any of the Borrowers, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §7.25, §9.2, §9.3, §9.4, §9.5, §9.6 or §9.7;

(z) The Credit Agreement is amended by attaching the Schedule 7.26 attached hereto to the Credit Agreement.

Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

(a) A counterpart of this Amendment duly executed by QIPR, QTS Richmond TRS, QTLP and Requisite Lenders; and

(b) Such other documents, instruments and agreements as the Agent may reasonably request.

Section 3. Representations. Each Borrower represents and warrants to the Agent and each Lender as follows:

(a) Authorization. Each of QIPR, QTS Richmond TRS, and QTLP has the right and power, and has taken all necessary action to authorize the execution and delivery of this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the duly authorized officers of QIPR, QTS Richmond TRS and a duly authorized officer of the general partner of QTLP and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of QIPR, QTS Richmond TRS, and QTLP enforceable against QIPR, QTS Richmond TRS, and QTLP in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b) Compliance with Laws, etc. The execution and delivery by QIPR, QTS Richmond TRS, and QTLP of this Amendment and the performance by each of QIPR, QTS Richmond TRS, and QTLP of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority; (ii) conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to any such Person, (iv) conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or any

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material agreement or other instrument binding upon, any such Person or any of its properties, (v) result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any such Person other than the liens and encumbrances in favor of Agent contemplated by the Credit Agreement and the other Loan Documents.

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrowers. Each of QIPR, QTS Richmond TRS, and QTLP hereby repeats and reaffirms all representations and warranties made by such Person to the Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

Section 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document.

Section 6. Expenses. The Borrower shall reimburse the Agent upon demand for all reasonable out-of-pocket costs and expenses (including attorneys’ fees) actually incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect, and this Amendment shall not limit, impair or constitute a waiver of the rights, powers or remedies available to the Lenders under the Credit Agreement or any other Loan Document. The amendments contained herein shall be deemed to have prospective application only.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 11. Reaffirmation of Guaranty. Each of QTLP and QTS Richmond TRS hereby reaffirms its continuing obligations to the Agent and the Lenders under that certain Unconditional Guaranty of Payment and Performance dated as of December 21, 2012, by an among QTLP and QTS Richmond TRS, each Additional Subsidiary Guarantor from time to time party thereto, and Regions Bank (the “Guaranty”) and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Person, in its capacity as a Guarantor, thereunder.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

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[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed as of the date first above written.

QIPR:
QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, a Delaware limited liability company
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
	(SEAL)

QTLP:
QUALITYTECH, LP, a Delaware limited partnership
By:	QualityTech GP, LLC, a Delaware limited liability company, its general partner
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
	(SEAL)

QTS RICHMOND TRS:
QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC
By:	/s/ William H. Schafer
Name:	William H. Schafer
Title:	Chief Financial Officer
	(SEAL)

[Signatures Continue on Next Page]

[Signature Page to First Amendment to Credit Agreement with Quality Investment Properties Richmond, LLC et al.]

REGIONS BANK, as Agent and as a Lender
By:	/s/ Kerri L. Raines
Name:	Kerri L. Raines
Title:	Vice President

[Signatures Continue on Next Page]

[Signature Page to First Amendment to Credit Agreement with Quality Investment Properties Richmond, LLC et al.]

BANK OF AMERICA, N.A.
By:	/s/ David Popp
Name:	David Popp
Title:	Assistant Vice President

[Signature Page to First Amendment to Credit Agreement with Quality Investment Properties Richmond, LLC et al.]

CATERPILLAR FINANCIAL SERVICES CORPORATION
By:	/s/ Charles C. Shupe III
Name:	Charles C. Shupe III
Title:	Credit Manager

EX-10.33

Exhibit 10.33

GROUND LEASE

By and Between

MISSION-WEST VALLEY LAND CORPORATION

a California non-profit

public benefit corporation

(“Landlord”)

and

NEXUS PROPERTIES, INC., a

California corporation

KINETIC SYSTEMS, INC.,

a California corporation

DIGITAL SQUARE, INC.,

a California corporation

R. DARRELL GARY, individually

MICHAEL J. REIDY, individually

MICHAEL J. REIDY as Trustee of the

RONALD BONAGUIDI IRREVOCABLE TRUST

jointly and severally (“Tenant”)

TABLE OF CONTENTS

				Page
1.	Premises and Term				1
	(a)	Premises			1
	(b)	Possession and Condition of Premises			2
	(c)	Term			2
2.	Condition of Title				3
3.	Rent				4
	(a)	Monthly Rent			4
	(b)	Commencement of Rent			6
	(c)	Additional Rent			6
	(d)	Payment of Rent			8
	(e)	Late Charge			8
	(f)	Security Deposit			8
4.	Use				9
5.	Construction of Improvements and Alterations				10
6.	Ownership of Leasehold Improvements				13
7.	Condition of Premises and Removal of Improvements at Termination				14
8.	Repairs, Maintenance, Governmental Regulations				16
9.	Damage or Destruction				16
10.	Mechanics’ Liens				19
11.	Indemnity				20
	(a)	Tenant’s Indemnity			20
	(b)	Landlord’s Indemnity			21
	(c)	Survival of Indemnity			21
12.	Insurance				21
	(a)	Coverage Required			21
	(b)	Full Insurable Value			22
	(c)	General Requirements			23
	(d)	No Apportionment			24
	(e)	Default			24
	(f)	Disposition of Insurance Proceeds Resulting from Loss or Damage to Project Improvements			24
		(i)	Leasehold Mortgage Governs		24
		(ii)	Disposition When Project Improvements Repaired or Rebuilt		24
		(iii)	Disposition if Project Improvements Not Repaired or Rebuilt		25
		(iv)	Waiver of Subrogation		25
	(g)	Settlement Negotiations			25

- i -

13.	Taking by Eminent Domain			26
	(a)	Waiver		26
	(b)	Definitions		26
		(i)	Taking	26
		(ii)	Total Taking	26
		(iii)	Substantial Taking	26
		(iv)	Partial Taking	27
		(v)	Temporary Taking	27
		(vi)	Award	27
	(c)	Effect of Taking		27
		(i)	Total Taking	27
		(ii)	Substantial Taking of the Property	27
		(iii)	Partial Taking	28
		(iv)	Temporary Taking	28
	(d)	Notice		28
	(e)	Negotiation of Award		28
	(f)	Waiver		28
	(g)	Allocation of Award		29
14.	Assignment and Subleasing - Successors and Assigns			29
	(a)	Sublease		29
	(b)	Assignment		31
	(c)	Successors and Assigns		33
	(d)	Other Transactions		33
	(e)	Involuntary and Other Transfers		34
	(f)	Limitations		34
	(g)	Confidentiality		34
15.	Defaults, Remedies and Termination			35
	(a)	Breach Under Lease		35
	(b)	Events of Default		35
		(i)	Default by Tenant	35
		(ii)	Default by Landlord	37
	(c)	Notice and Opportunity to Perform		38
		(i)	Notice of Breach	38
		(ii)	Failure to Give Notice of Breach	38
	(d)	Remedies in Event of Default		38
	(e)	Landlord’s Remedies		39
		(i)	Termination	39
		(ii)	Continuation	39
		(iii)	Additional Rights and Remedies of Landlord	39
		(iv)	Injunction	40
		(v)	Action to Interpret or Enforce	40
		(vi)	Right to Specific Performance	40
		(vii)	Assignment of Subrents	40
		(viii)	Fees and Expenses	41
	(f)	Tenant’s Remedies		42
		(i)	In General	42
		(ii)	Additional Remedies	43
	(g)	Remedies Cumulative		43
	(h)	Landlord’s Liability Limitation		44
16.	ARBITRATION OF DISPUTES			44
	(a)	REQUEST FOR ARBITRATION		44
	(b)	ARBITRATION PROCEDURES		44

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17.	Inspection of Premises			46
18.	Covenants of Parties			47
19.	Estoppel Certificates			47
20.	Mortgages			48
	(a)	Leasehold Mortgages		48
		(i)	Right to Encumber and Assign	48
		(ii)	Mortgagee’s Rights to Notice and Right to Cure	48
		(iii)	Mortgagee as Insured	50
		(iv)	New Lease	50
		(v)	Condemnation Proceeds	51
		(vi)	Notice of Arbitration Proceedings	51
		(vii)	Further Documentation	51
		(viii)	Requirement for Subtenant’s Attornment	52
		(ix)	One Mortgage, One Debt	52
		(x)	Landlord Cooperation	52
		(xi)	Anti-Merger	52
		(xii)	Liability of Leasehold Mortgages	52
		(xiii)	Landlord’s Bankruptcy	53
		(xiv)	Priority of Liens	53
	(b)	Landlord Mortgages		53
		(i)	Rights Acquired Subject to Lease Provisions	53
		(ii)	Landlord’s Default Under Lease	53
		(iii)	Rights and Obligations of Landlord Mortgagees	54
		(iv)	Tenant’s Cooperation	55
		(v)	Conflict	55
21.	Waiver of Partition Rights			55
22.	Hazardous Material			56
23.	Educational Enhancement			58
	(a)	Job Training; Seminars and Research		58
	(b)	Educational Allowance		58
24.	District’s Rights			59
25.	District’s Cooperation			59
26.	General Provisions			59
	(a)	Attorneys’ Fees		59
	(b)	Obligations Joint and Several, Successors and Assigns		59
	(c)	Integrated Agreement		59
	(d)	California Law - Forum		59
	(e)	Severability		60
	(f)	Time of the Essence		60
	(g)	Paragraph Headings		60

- iii -

(h)	Remedies Cumulative	60
(i)	Lease Construed as a Whole	60
(j)	Meaning of Terms	60
(k)	Notices	60
(l)	Unavoidable Default or Delay	60
(m)	Waiver	61
(n)	Brokerage Commission	61
(o)	Disclaimer of Partnership	61
(p)	Holding Over	61
(q)	Multiple Tenants	61
27.	Right of First Refusal	62

- iv -

GROUND LEASE

This GROUND LEASE (the “Lease”) is made and entered into as of October 2, 1997 (the “Effective Date”) by and among MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”), whose address is 3000 Mission College Boulevard, Santa Clara, California 95054, and NEXUS PROPERTIES, INC., a California corporation (“NEXUS”), KINETIC SYSTEMS, INC., a California corporation (“KS”), DIGITAL SQUARE, INC., a California corporation (“DS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”) and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (collectively “Tenant”).

RECITALS

A. Landlord is a California non-profit public benefit corporation established as an auxiliary organization of the West Valley-Mission Community College District, a California community college district (the “District”) in accordance with California Educational Code sections 72670 and following. Landlord acquired or is concurrently acquiring leasehold title to the Premises (described below) from the District pursuant to a separate Master Ground Lease - Parcel 12 dated as of                     , between Landlord and the District (the “Master Lease”), a memorandum of which is being recorded in the Official Records of Santa Clara County, California on the Effective Date.

B. The District and Landlord have determined that it is in the best interest of the District, Landlord, and the students and residents of the District that the Premises be leased to and developed by Tenant pursuant to this Lease. This Lease is made for the purpose of providing for the lease of the Premises from Landlord to Tenant and for the development, improvement, and operation of the Premises by Tenant, all in accordance with the terms of this Lease.

NOW, THEREFORE, Landlord and Tenant agree as follows:

1. Premises and Term.

(a) Premises. In consideration of the rent and of the performance by Tenant of the other terms of this Lease, Landlord leases to Tenant and Tenant hires from Landlord that certain real property located in the City and County of Santa Clara, State of California, shown on the Parcel Map attached as Exhibit “A” as Parcel 12, and as more particularly described in Exhibit “B” (the “Premises”), reserving and excepting to Landlord, however, all rights to all oil, gas, hydrocarbons and other minerals of every kind and nature below a depth of 50 0 feet beneath the surface of the Premises, without the right of entry on the surface or within the upper 500 feet below the surface of the Premises. The Premises together with all buildings and other improvements located thereon from time to time shall hereafter be referred to as the “Project.”

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The Premises are located adjacent to certain other parcels of land owned by the District (collectively, the “District Property”) shown as Parcels 1, 2, 3 and 4 on Exhibit “A” hereto. The District operates the Mission Community College upon Parcel 3 (the “College Property”).

(b) Possession and Condition of Premises. Possession of the Premises shall be delivered to Tenant on the Effective Date. Landlord shall deliver the Premises to Tenant free of any and all actionable levels of Hazardous Materials (defined in Paragraph 22 below) as of the Commencement Date (defined below). The Premises is subject to the Burrowing. Owl Management Plan (“BOMP”), as amended, a copy of which is attached as Exhibit C. From and after the Effective Date, Tenant shall participate in the Burrowing Owl Management Group and shall bear any future obligations or liabilities regarding burrowing owls on the Premises. By taking possession of the Premises, Tenant shall be deemed to acknowledge and agree that, Landlord has no liability or obligations in connection with burrowing owls on the Premises during the term of this Lease. Landlord represents that, to Landlord’s present actual knowledge, Landlord has received no written notice that the Premises is in violation of any applicable laws, and there are no pending or threatened condemnation proceedings, governmental investigations or any other litigation or other proceedings that may affect the Premises except as has been disclosed in writing to Tenant. Except as provided in this Paragraph 1(b), the Premises is being leased to Tenant “as is,” without representation or warranty of any kind, express or implied. Tenant acknowledges that Tenant is leasing the Premises based on Tenant’s own investigations, and that except as contained in this Lease, neither Landlord nor District nor any agent of Landlord or District, has made any representation or warranty whatsoever, express or implied, with regard to the Premises including, without limitation, any representations or warranties regarding governmental regulations, the soil or subsoil, surface or subsurface conditions, topography, possible contamination, fill, drainage, access to public roads, proposed routes or extensions thereof, availability of utilities, existence of underground construction or tanks, environmental laws, environmental impact report requirements or any other matter of any nature whatsoever.

(c) Term.

(i) The initial term of this Lease (“Initial Term”) shall commence on the Effective Date (also referred to herein as the “Commencement Date”). The Initial Term shall be fifty-five (55) years.

(ii) Tenant shall have the option to extend the Initial Term for two (2) additional terms (the “Extended Terms”), each of which shall be for a period of ten (10) years, commencing on the date that the Lease would expire but for such exercise, subject to sooner termination as set forth in this Lease. Each extension option shall be exercised by written notice to Landlord given at least twelve (12) months prior to the date that the term

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of the Lease would expire but for such exercise. Except as otherwise provided herein, each Extended Term shall be upon the same terms and conditions as are contained in this Lease for the Initial Term. Upon exercise of an extension option, each party shall, within ten (10) days following request from the other party, execute a memorandum in recordable form acknowledging the fact that the option has been exercised, which memorandum shall be recorded in the Official Records of Santa Clara County, California; provided, however, that failure to execute or record such memorandum within this ten (10) day period will not invalidate the otherwise valid exercise of such option. Immediately upon Tenant’s exercise of its option to extend the Term pursuant to an extension option granted under this Paragraph 1(d) (ii), Landlord shall duly exercise Landlord’s corresponding option to extend the term of the Master Lease pursuant to Section 301.2 of the Master Lease. Within thirty (30) days following request from Tenant, Landlord shall, and shall cause District to, execute a memorandum in recordable form acknowledging the fact that the option under the Master Lease has been exercised, which memorandum shall be recorded in the Official Record of Santa Clara County, California; provided, however, that failure to execute or record such memorandum within this thirty (30) day period will not invalidate the otherwise valid exercise of such option. Tenant may, at its election, for security purposes, assign one or both of the extension options from time to time to any one or more Leasehold Mortgagees permitted by this Lease, and may give any such Leasehold Mortgagee to which it makes such an assignment power of attorney to exercise the option or options that have been so assigned.

(iii) Notwithstanding the foregoing the aggregate of the Initial Term plus all Extended Terms shall not exceed seventy-five (75) years.

(iv) As used in this Lease, “Term” shall mean the Initial Term, as it may be extended by the Extended Terms. The expiration or sooner termination of the Term shall be referred to as “Lease Termination.” Upon Lease Termination, Tenant agrees to deliver to Landlord a quitclaim deed in recordable form whereby Tenant quitclaims to Landlord Tenant’s leasehold interest in the Premises and the improvements thereon, if any, free and clear of liens or encumbrances created by Tenant or its subtenants, assignees or agents, other than utility and public service easements, reciprocal easement agreements, non-delinquent taxes and assessments (subject to Paragraph 3 (c) below), free of tenants which are not Qualifying Subtenants (defined in Paragraph 13(b) below) (and if the Lease terminates at the natural expiration of the Term, free of Qualifying Subtenants), but subject to the rights expressly granted to Leasehold Mortgagees under this Lease.

2. Condition of Title. This Lease shall be and remain at all times prior to any subsequent lien, whether voluntary or involuntary, on Landlord’s interest in the Premises. Leasehold title to the Premises shall be transferred to Tenant free and clear of all exceptions, except for those permitted exceptions identified as items 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, and 15 of that

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certain Proforma Policy prepared on July 22, 1997 by Santa Clara Land Title Company, File No. 00122480-013-LZ (the “Permitted Exceptions”). Landlord and Tenant agree to execute and record a memorandum of lease, substantially in the form attached as Exhibit “D,” on the Effective Date and from time to time upon request of the other party. Landlord agrees to cause the Master Lessor to execute in recordable form, from time to time for the benefit of Tenant, a Leasehold Mortgagee, or a tenant under a new lease entered into pursuant to Paragraph 20 below, a nondisturbance and attornment agreement substantially in the form of Exhibit “E” attached hereto. Landlord shall cause District to execute and cause to be recorded in the Official Records on the Effective Date the nondisturbance and attornment agreement attached hereto as Exhibit “E”.

3. Rent.

(a) Monthly Rent.

(i) Commencing on the earlier of twelve (12) months after the Effective Date or the date which is seven (7) months following issuance of a building permit for the first building to be constructed by Tenant on the Premises (the “Rent Commencement Date”), Tenant shall pay to Landlord as “Monthly Rent” one-twelfth (1/12th) of the following calculation: Eight-and-one-half percent (81/2%) of the product obtained by multiplying Thirty-Two Dollars ($32) by the Net Square Footage. Net Square Footage shall mean the Net Square Footage of the Premises which is agreed to be two hundred eighty-three thousand five hundred eighty-six (283,586). Except in the case of manifest error, the agreed-upon Net Square Footage shall be binding on both parties.

(ii) Upon expiration of the first twenty-one (21) years following the Commencement Date; the expiration of the first forty-one (41) years following the Commencement Date, and on the first day of each Extended Term (each being a “Rent Adjustment Date”), Monthly Rent shall be adjusted to equal eight-and-one-half (81/2%) of the product obtained by multiplying the then existing fair market value per square foot of the land comprising the Premises (the “Fair Market Value”), determined by appraisal as provided below, by the Net Square Footage. Fair Market Value shall be determined as follows:

(A) Not earlier than one hundred eighty (180) or later than one hundred twenty (12 0) days before each Rent Adjustment Date, Landlord and Tenant shall meet and confer in an effort to determine the then Fair Market Value of the land comprising the Premises. Fair Market Value shall be determined evaluating the highest and best use of the land and taking into consideration the kind of the improvements existing on the land (for example, office or hotel) at the time of valuation (provided that the value of such improvements shall not be included in the determination of Fair Market Value). If Landlord and Tenant are unable to agree on such Fair Market Value within this negotiation period, then within thirty (30) days after the expiration of such

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negotiation period each party shall, at its cost and by written notice to the other party, appoint a real estate appraiser who is a member of the American Institute of Real Estate Appraisers (or a comparable organization if the American Institute of Real Estate Appraisers is no longer in existence) (“Qualified Appraiser”). If either party fails to appoint a Qualified Appraiser and give written notice of such appointment to the other party within said thirty (30) day period, the single appraiser shall alone establish, by written notice to the parties within sixty (60) days after being appointed, the Fair Market Value in question. If both parties appoint Qualified Appraisers, the two appraisers shall promptly meet and attempt to agree on the Fair Market Value in question. If the two appraisers agree on the Fair Market Value within ninety (90) days after the second appraiser has been appointed, such amount shall be binding on the parties hereto.

(B) If the two appraisers are unable to agree on the Fair Market Value within ninety (9 0) days after the second appraiser has been appointed, and if the difference between the higher and lower appraisal is five percent (5%) or less of the higher appraisal, the average of the two appraisals shall be the Fair Market Value. If such difference exceeds five percent (5%) of the higher appraisal, the two appraisers shall attempt to select a third Qualified Appraiser within ten (10) days after the expiration of said ninety (90) day period. If they are unable to agree on the third Qualified Appraiser, either of the parties to this Lease, by giving ten (10) days written notice to the other party, may apply to the presiding judge of the Superior Court of the County of Santa Clara, California to select a third Qualified Appraiser. The third Qualified Appraiser, however selected, shall be unrelated, professionally or otherwise, to either of the parties hereto. Each of the parties shall bear one-half of the costs of the third appraiser.

(C) Within thirty (30) days after the selection of the third Qualified Appraiser, the third Qualified Appraiser shall determine the Fair Market Value in accordance with this Paragraph 3(b)(v). If the difference between either or both of the first two appraisals on the one hand and the third appraisal on the other hand is not more than five percent (5%) of the amount of the third appraisal, then whichever (or both) of the first two appraisals is within this five percent (5%) limitation shall be averaged with the third appraisal, such average shall be deemed the Fair Market Value, and such amount shall be binding upon the parties. If neither of the first two appraisals come within this five percent (5%) limitation, then the middle appraisal (i.e., the appraisal which is neither the highest nor the lowest of the three appraisals) shall be deemed the Fair Market Value and such amount shall be binding upon the parties.

(D) Until the determination of the Fair Market Value is made as provided in this Paragraph, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the Rent Adjustment Date in question. Within fifteen (15) days after notification of the arbitrators’ decision on Fair Market Value to

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Landlord and Tenant, Tenant shall pay to Landlord any underpayment in Base Rent from and after each Rent Adjustment Date based upon this new valuation, or Landlord shall reimburse to Tenant any excess Base Rent paid since the applicable Rent Adjustment Date based upon such new valuation.

(iii) Monthly Rent shall also be increased on an annual basis on the anniversary of the Rent Commencement Date by a percentage equal to the lesser of (A) the increase of the Consumer Price Index published by the U.S. Department of Labor’s Bureau of Labor Statistics for All Urban Consumers for the Urban San Francisco Bay Area, based on the year 1982-1984 = 100, during the year ending on said anniversary of the Rent Commencement Date, or (B) six percent (6%). In the event the above-described index is no longer published or is calculated based on a different formula, in a different manner, or from a different base from the base year 1982-1984 = 100, another index that is generally recognized as authoritative and that is calculated on a basis that is substantially similar to the basis on which the above-referenced index was calculated on the Effective Date shall be substituted by agreement of the parties. In the event the parties are unable to agree within ten (10) days after written demand by either party, a substitute index that is calculated on a basis that is substantially similar to the basis on which the above-referenced index was calculated on the Effective Date shall be selected by the chief officer of the San Francisco regional office of the U.S. Bureau of Labor Statistics or its successor, or by a judge of the Superior Court of the State of California, upon the application of either party.

(b) Commencement of Rent. The Monthly Rent due for the first full calendar month of the term following the Rent Commencement Date shall be deposited with Landlord on the Effective Date.

(c) Additional Rent.

(i) Tenant agrees to also pay before delinquency and as additional rent all personal property taxes, real estate taxes and assessments, general or special, ordinary or extraordinary, of every name, nature and kind whatsoever, and any possessory interest tax, which may be levied, assessed, charged or imposed or may be or become a lien or charge upon the Premises or any part thereof or upon any of the buildings or improvements upon the Premises, or upon Tenant’s leasehold interest under this Lease (collectively “Additional Rent”) commencing as of the Commencement Date and continuing throughout the Term; provided, however that if any possessory interest tax or any other tax arising from the existence of this Lease or arising from any actions prior to the Effective Date by Tenant or at Tenants’ request or direction, is imposed on the Premises or any possessory interest thereof for any period of time before or after the Effective Date, Tenant shall pay such tax. Tenant shall not be required to pay (i) any franchise, gift, estate, inheritance, succession, capital stock, or capital levy of Landlord growing out of or connected with this Lease or

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Landlord’s rights in the Premises, or (ii) any income, excess profits or revenue tax, or any other tax, charge or levy against Landlord upon either the rentals provided for herein or Landlord’s right to receive such rentals, or (iii) any personal property tax of Landlord, (iv) any increase in real estate taxes or assessments imposed on the underlying fee interest of the Premises resulting from Landlord’s transfer of a fee interest in all or part of the Premises, or (v) any assessments petitioned for or consented to, or resulting from assessment districts petitioned for or consented to, by Landlord after the Effective Date, without Tenant’s consent. If, however, during the Term, taxes are imposed, assessed or levied on the rents derived from the Premises in lieu of all or part of real property taxes that Tenant would have been obligated to pay under the foregoing provisions, and the purpose of the new taxes is more closely akin to that of an ad valorem or use tax than to an income or franchise tax on Landlord’s income, Tenant shall pay such taxes in the same manner as provided above for the property taxes and assessments.

(ii) All of the aforesaid taxes and assessments as set forth in Paragraph 3(c)(i) above (except those, if any, payable by Landlord) which shall relate to a year during which the obligation of Tenant to make such payments commences or terminates shall be prorated between Landlord and Tenant.

(iii) Tenant shall obtain and deliver to Landlord receipts or duplicate receipts for all taxes, assessments, charges and other items required to be paid by Tenant promptly upon the payment thereof.

(iv) If at any time during the Term any governmental authority shall undertake to create an improvement or special assessment district the proposed boundaries of which shall include the Premises, Tenant shall be entitled to appear in any proceeding relating thereto and to exercise all rights of Tenant or Landlord to have the Premises excluded from such district or to determine the degree of benefit to the Premises resulting therefrom. If any tax, assessment, charge, levy or impost made against the Premises to finance any such public improvement shall be payable in installments over a period of time extending beyond the Term, Tenant shall only be required to pay such installments thereof as shall become due and payable during the Term, subject to proration as provided above.

(v) Tenant shall have the right, at its own cost and expense, to initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of taxes assessed to or levied upon the Premises and, if required by law, Tenant may take such action in the name of the Landlord who shall cooperate with the Tenant to such extent as the Tenant reasonably may require; provided, however, that the Tenant shall indemnify and save Landlord harmless from all loss, cost, damage and expense incurred by or to be incurred by the Landlord as a result thereof, and further provided that Tenant first shall escrow or post a bond for one hundred fifty percent (150%) of the full amount of the tax claimed pending the proceedings.

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(d) Payment of Rent. All installments of Monthly Rent payable under the terms of this Lease shall be paid in advance on the first day of each and every month during the Term. Monthly Rent and Additional Rent for any period during the Term which is for less than one (1) month shall be prorated. All Monthly Rent and Additional Rent shall be paid in lawful monies of the United States, and, except as otherwise expressly agreed to in writing, without any abatement, deduction or offset for any reason whatsoever, and without prior demand, to Landlord at the address listed above or at such other place as Landlord may designate from time to time.

(e) Late Charge. If the Monthly Rent is not paid by Tenant within five (5) days after receipt of notice from Landlord that such rent is delinquent, Tenant shall pay to Landlord a late charge equal to three percent (3%) of the delinquent Monthly Rent. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant. This provision for a late charge shall not be deemed to grant to Tenant a grace period or extension of time within which to pay any installment of Monthly Rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay such amounts when due. Any installment of Monthly Rent not received by Landlord by the thirtieth (30th) day after its due date shall bear interest at the Tenant’s Default Rate (defined below), commencing on the thirty-first (31st) day after the due date for such installment and continuing until such installment is paid in full. Any other amount due from Tenant to Landlord hereunder which is not paid when due shall bear interest at the Tenant’s Default Rate from the due date until paid. Payment of interest shall not excuse or cure any default by Tenant under this Lease.

(f) Security Deposit. (i) Tenant has deposited with Landlord the sum of One Hundred Thousand Dollars ($100,000.00) in cash as security for Tenant’s performance of its obligations under this Lease (the “Cash Deposit”). If Tenant defaults with respect to this Lease, Landlord may use, apply or retain all or any part of the Cash Deposit for the payment of any rent in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default, whereupon Tenant shall promptly replenish the Cash Deposit to its full amount upon notice from Landlord as to the amounts expended. Any balance of the Cash Deposit remaining after Landlord’s use, application or retention as allowed pursuant to this Paragraph 3(f) shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within the time required by law following Lease termination. Landlord shall not be deemed a trustee of the Cash Deposit, shall not be required to place the Cash Deposit into an interest bearing account and shall have no obligation to pay any interest to Tenant with

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respect to the Cash Deposit. Landlord may use the Cash Deposit in Landlord’s ordinary business and shall not be required to separate the Cash Deposit from its regular accounts.

(ii) In addition to the Cash Deposit, Tenant agrees to deliver to Landlord on the Effective Date an irrevocable letter of credit in the amount of One Hundred Fifty Thousand and No/100ths Dollars ($150,000.00) issued by Comerica Bank California (the “Letter of Credit”), naming Landlord as the beneficiary, in the form attached hereto as Exhibit “F”. The Letter of Credit shall be a sight draft and shall remain in full force and effect during the full term of the Lease, provided, however, that in the event Tenant has not been in default and is not currently in default prior to or as of the fourth (4th) anniversary of the Effective Date, Tenant shall have the right to terminate the Letter of Credit. In the event that Tenant defaults with respect to this Lease, Landlord shall be entitled to immediately present to the issuer the Letter of Credit for the payment of any rent in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default, without resort to legal process, by presenting the Letter of Credit to Comerica Bank California. Landlord shall not be required to proceed against the Cash Deposit prior to proceeding against the Letter of Credit. If any portion of the proceeds of the Letter of Credit is used as provided in this Paragraph 3(f) (ii), Tenant shall, immediately upon demand, deliver to Landlord a replacement Letter of Credit in an amount equal to, and in compliance with all of the terms of, the original Letter of Credit. Upon receipt of such replacement Letter of Credit, Landlord shall return the original Letter of Credit to Tenant. In the event that Tenant is unable to deliver to Landlord a replacement Letter of Credit in an amount equal to, and in compliance with all of the terms of, the original Letter of Credit, Tenant shall immediately increase the Cash Deposit by an amount sufficient to replace any portion of the proceeds of the Letter of Credit used by Landlord.

4. Use.

(a) Tenant shall use the Premises initially for the construction and operation of a modern, first-class, office and/or research and development facilities and such other related activities as are customary, usual and incidental to such use, as may be permitted under current zoning or similar restrictions and requirements applicable to the Premises. Once construction of the initial improvements, as shown on Exhibit G attached hereto (the “Initial Improvements”), has been completed, Tenant may use the Premises for any lawful purpose consistent with the CP zoning of the Premises existing as of the Commencement Date, a copy of which is attached hereto as Exhibit H. Tenant may also use the. Premises for any purpose that would be permitted under the MP zoning regulations as modified by the agreement of the parties, a copy of which is attached hereto as Exhibit I. Any use allowed under this Paragraph shall be subject to the restrictions relating to

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Hazardous Materials set forth in Paragraph 22 below. Tenant shall not use the Premises for residential or heavy industrial use, for use primarily for manufacturing, laboratories, cocktail lounges, or outdoor storage, or for use as a service station or warehouse, except that warehouse use incidental to any other use permitted by this Paragraph 4 shall not violate this Paragraph. No use otherwise permitted in this Paragraph shall be allowed unless it is permitted under the then existing zoning. Tenant may not use the Premises for any purpose other than as set forth above without first obtaining Landlord’s written consent, which shall not be unreasonably withheld or delayed.

(b) Subject to the provisions of this paragraph, Tenant shall not use or permit the use of the Premises in any manner that creates or maintains any noise or sound which, when measured at any place along the boundary line of the District Property, exceeds the applicable sound level standard established from time to time by any appropriate governmental entity having jurisdiction over the Project. The above noise standards shall not be applicable for any construction activity for the Project; however, Tenant shall use reasonable efforts to mitigate or cause to be mitigated all noise related to such construction activity and in all events shall comply with legal requirements relating to noise standards. Tenant shall not disrupt utilities to the District Property and shall use reasonable efforts to mitigate dust, noise and vibration during construction on the Premises.

(c) Prior to utilizing or leasing any portion of the Project by or for a Competing Organization (defined below), Tenant shall request Landlord’s consent to such use or lease, which consent Landlord may grant or deny in its sole discretion, subject to the following provisions. Landlord shall notify Tenant of its approval or disapproval within thirty (30) days following Tenant’s request for consent. Landlord’s failure to notify Tenant of its decision within this thirty (30) day period shall be deemed a disapproval by Landlord. As used in this Lease, “Competing Organization” shall mean any organization, institution or company offering instruction or courses of study. “Competing Organization” does not mean an institution, organization, or company offering instruction to its employees or to potential customers or clients, if no more than a nominal fee is charged.

(d) Tenant shall at all times during the Term comply with all applicable laws, ordinances, rules, regulations and other legal requirements (collectively “Laws”) respecting the use of the Premises and all activities occurring thereon. Tenant shall also require its subtenants or other occupants of the Premises to comply with all Laws during the Term in their use of the Premises.

5. Construction of Improvements and Alterations.

(a) Tenant hereby is granted permission, at its sole cost and expense and discretion, from time to time to construct upon the Premises such improvements and to develop the Premises in such manner as Tenant desires, in Tenant’s sole discretion.

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Landlord agrees to cooperate fully and to cause the master lessor under the Master Lease (the “Master Lessor”) to cooperate fully with Tenant in obtaining all necessary approvals from City or other governmental bodies having jurisdiction over the Premises, including without limitation signing necessary applications needed to obtain governmental approval and granting utility and other easements or making dedications in fee or signing other documents necessary for any such construction on the Premises and/or execution of subdivision maps. Landlord also agrees to cooperate fully and to cause Master Lessor to cooperate fully with Tenant in executing any other easements or reciprocal easement agreements for the benefit of the Premises. Tenant, during the Term, may remove, alter, remodel or restore all or any portion of the building(s), improvements or appurtenances thereto on the Premises as Tenant, in Tenant’s sole discretion, deems appropriate and expedient, provided that any such work does not result in the quality of the Project being less than that of a high quality project (in terms of its design, materials, site plan and workmanship) suitable for use by a tenant typical to the area at the time of said construction. Upon completion of said work, the Project shall be generally of similar quality as the improvements originally constructed on the Premises and shall consist of two-story concrete tilt-up buildings with a total net leasable square footage of at least the same Net Square Footage as the project originally built on the Premises. Not later than thirty (30) days prior to removing or altering any buildings on the Premises, Tenant shall obtain Landlord’s written approval regarding the proposed plans and specifications of the replacement buildings to ensure Landlord’s approval of the quality thereof as consistent with the foregoing requirements, which approval shall not be unreasonably withheld or delayed. If the parties are unable to agree upon the quality of the Project, the issue shall be submitted to arbitration as provided in Paragraph 16 below. The provisions of this Paragraph 5 notwithstanding, all permissions granted, approvals, agreements and cooperation from Landlord are subject to Landlord’s reasonable determination that no activity by Tenant hereunder shall result in any adverse material impact on District’s fee interest in the District Property, and provided further that Landlord shall not incur any cost in connection with such matters. If Landlord or District determines that an approval sought by Tenant will result in a material adverse impact on District’s fee interest in the District Property, Landlord shall, within thirty (30) days after Landlord is provided copies of the formal request and application for such approval, notify Tenant of that fact and the reasons for such determination. Landlord’s failure to deliver the notice referred to in the prior sentence within this thirty (30) day period shall be deemed a consent to the approval sought by Tenant. All of the provisions of this paragraph shall be subject to any and all restrictions upon and obligations of Tenant set forth in this Lease.

(b) All repair and, once commenced, all construction and/or alteration on or about the Project shall be accomplished expeditiously and diligently and in a commercially reasonable manner. Tenant shall take all commercially reasonable and necessary measures to minimize any damage, disruption or

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inconvenience caused by such work to Landlord and authorized users of the District Property and make adequate provision for the safety and convenience of such persons. Dust, noise and other effects of such work shall be controlled using reasonable methods customarily utilized in order to control such deleterious effects associated with construction projects in a populated or developed area.

(c) All improvements on the Premises shall be constructed in substantial compliance with any documents relating thereto which have been approved by Landlord and also in compliance with all applicable local, state and federal laws and regulations. Tenant shall have the sole responsibility for obtaining all necessary permits and shall make application for such permits directly to the person or governmental agency having jurisdiction. Tenant shall provide Landlord with copies of all formal applications and supporting documents submitted to the City and other governmental agencies having jurisdiction for permits and other approvals, at the time of submission to such governmental entity, shall inform Landlord of all conditions proposed by the City or other governmental agency in connection with the requested approval prior to Tenant’s acceptance of such condition, and Tenant shall provide Landlord with copies of all permits and approvals as issued.

(d) In no event shall Tenant commence any construction on the Project or any portion thereof until the following conditions have been satisfied by Tenant or waived in writing by Landlord, in addition to other conditions and requirements imposed by this Lease:

(i) No later than thirty (30) days prior to the commencement of construction of improvements by Tenant on any portion of the Project, Tenant shall submit to the Landlord the following:

(A) Tenant’s reasonable estimate of total hard costs and total soft costs for construction of such improvements, and an amount estimated by Tenant to be a reasonable contingency for such costs.

(B) Financial information in form and content reasonably satisfactory to the Landlord evidencing sources of capital sufficient to demonstrate that Tenant has adequate financing or resources to pay for the total hard and soft costs of construction of the improvements and will be able to complete such construction pursuant to the terms of this Lease.

(ii) No later than 30 days prior to commencement of construction of the Project or any new construction thereon, which is estimated to cost in excess of One Hundred Thousand Dollars ($100,000), Tenant agrees, upon request of Landlord, to provide to Landlord a bond issued by a responsible surety company, licensed to do business in California, in an amount not less than one hundred and ten percent (110%) of the estimated total cost of demolishing any unfinished improvements, which bond by its terms shall remain

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in full force and effect or which Tenant agrees to maintain in full force and effect until the improvements have either been completed (as evidenced by a certificate of occupancy or other governmental approval authorizing occupancy), or if Tenant decides not to construct the improvements, any partially constructed improvements have been demolished, and all claims for labor and material for such demolition has been paid. Notwithstanding the foregoing, Landlord shall have the right to require partially completed improvements be demolished and to utilize said bond in order to proceed with and pay for the demolition of any or all such unfinished improvements in the event that such improvements remain unfinished for two (2) years following the issuance of a building permit for such improvements, unless such improvements remain unfinished as a result of delays in construction caused by acts of God, strikes, or riots or other causes outside the reasonable control of Tenant (“Uncontrollable Delays”). In that event, said two (2) year period described above shall be extended for a period of time equal to the length of time that Uncontrollable Delays delayed construction of such improvements.

(e) Landlord shall cooperate with and assist Tenant in every reasonable way in Tenant’s efforts to obtain all governmental consents, approvals, permits or variances which may be required for the performance of any construction permitted under the terms of this Lease, including Landlord’s joinder in any application for any such consent, approval, permit or variance where joinder therein by the owner of the Premises is required by law, provided that any such joinder or other form of cooperation shall be at no cost to Landlord.

(f) Upon completion of construction of the Project or any other buildings or material works of improvement constructed upon the Premises, Tenant shall file or cause to be filed in the Official Records of the County of Santa Clara a Notice of Completion (the “Notice of Completion”) with respect thereto and shall deliver to Landlord, at no cost to Landlord, three (3) sets of final as-built plans and specifications therefor.

6. Ownership of Leasehold Improvements.

(a) During the Term, title to all buildings and appurtenances thereto, equipment and improvements of any nature whatsoever made to the Premises shall vest in and belong to Tenant.

(b) Unless required by Landlord pursuant to Paragraph 7 below, Tenant shall not be required or permitted to remove the improvements constructed upon the Premises (the “Project Improvements”) at Lease Termination. At Lease Termination the Project Improvements shall be in good condition, reasonable wear and tear excepted and shall become Landlord’s property, free and clear of all claims to or against them and of all encumbrances on them. Tenant shall indemnify and defend Landlord against, and hold it harmless from, any damage or liability incurred by Landlord as a result of the Project Improvements not being in good condition, reasonable wear and tear excepted, upon Lease Termination. As used

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herein, “good condition, reasonable wear and tear excepted,” shall not be deemed to require Tenant to replace any equipment in any building on the Premises, if such equipment has not materially exceeded its useful life (as recommended by the manufacturer) and continues to be in reasonable operating condition.

(c) On or before Lease Termination Tenant shall remove all personal property from the Premises and Project Improvements. Tenant will immediately repair at its expense all damage to the Premises and the Project Improvements caused by any removal of personal property therefrom, whether effected by Tenant, or any other party. Landlord shall not be responsible for any loss of or damage to Tenant’s personal property unless such loss or damage is due to Landlord’s gross negligence or willful misconduct. Tenant agrees to indemnify and defend Landlord against, and hold it harmless from, any liability or loss incurred by Landlord as a result of such damage. Any personal property not removed by Tenant by Lease Termination, shall either (i) be deemed to be abandoned by Tenant and shall, without compensation to Tenant, then become Landlord’s property, free and clear of all claims to or against them by Tenant or any third person, firm or entity or, if Landlord so elects, (ii) be sold or stored by Landlord or a third party, at Tenant’s expense.

7. Condition of Premises and Removal of Improvements at Termination.

(a) At the expiration or sooner termination of the Term, Landlord may, at Landlord’s election, require the removal from the Premises of any improvements or buildings located on the Premises. A demand to take effect at the normal expiration of the Term shall be effected by notice given at any time within twelve (12) months before the expiration date. A demand to take effect on any other termination of the Lease shall be made by notice given in or concurrently with notice of such termination or within thirty (30) days after such termination. In either event, Tenant shall comply with the demand within four (4) months after the termination date or the date of notice, whichever is later. Tenant shall be granted a license to enter onto the Premises to remove the buildings if the removal takes place after the termination of the Lease. Tenant’s obligation to indemnify Landlord pursuant to Paragraphs 9, 10, and 22 of this Lease shall continue during the time of the removal of the improvements.

(b) If Landlord requires the removal of any buildings, Tenant shall diligently restore the affected portions of the land as nearly as possible to the condition that existed prior to the construction of the buildings.

(c) If as a result of Tenant’s use, storage or disposal of any Hazardous Material, as that term is defined in Paragraph 22 of this Lease, there are actionable levels of Hazardous Materials on- or about the Premises, then Tenant shall promptly cause the removal of the actionable levels of Hazardous Materials, and restore the Premises to the condition they would have been in had

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actionable levels of the Hazardous Materials not been present. Tenant shall have no obligation or liability with respect to Hazardous Materials which are originally released by third parties off the Premises and migrate underground to the Premises from an offsite location or which exist on the Property as of the Commencement Date.

(d) If at any time during the Term, Landlord determines, in Landlord’s reasonable discretion, that the collective net worth of all the parties constituting Tenant is less than the net worth requirement required by this Paragraph 7 below for two (2) successive calendar years, Tenant shall be required to secure its obligation to remove buildings and improvements from the Premises pursuant to this paragraph by depositing with Landlord or Landlord’s designee, cash or other security reasonably acceptable to Landlord (the “Demolition and Removal Security”) in an amount reasonably determined by Landlord to be sufficient to discharge Tenant’s obligation to remove all buildings and improvements from and to restore the Premises to its Original Condition. For purposes of this Paragraph 7, the net worth requirement shall mean Thirty Million Dollars ($30,000,000) as adjusted for Consumer Price Index changes as set forth in this Paragraph 7 below. The Thirty Million Dollars ($30,000,000) net worth threshold set forth in this Paragraph 7 above shall be adjusted on each anniversary of the Commencement Date, by multiplying Thirty Million Dollar ($30,000,000) by a fraction, the numerator of which is the Consumer Price Index (defined in Paragraph 3) published immediately before the applicable adjustment date and the denominator of which is the Consumer Price Index published immediately before the Commencement Date. Annually during the Term, Landlord shall be entitled to review Tenant’s financial statements and data to determine whether or not the net worth of Tenant is equal to or greater than the net worth requirement imposed by this Paragraph 7. Such financial statements and data shall be made available to Landlord within thirty (30) days of Landlord’s written request therefor. If Landlord reasonably determines that Tenant’s net worth is less than the net worth requirement set forth in this Paragraph 7 for two (2) successive calendar years, Tenant shall be required to post the Demolition and Removal Security within thirty (30) days of receipt after written request therefor from Landlord. Any interest or other gain paid upon the Demolition and Removal Security shall accrue to and be invested in the instrument constituting said security, which must be maintained until Tenant’s net worth equals or exceeds the net worth requirement of this Paragraph 7 for two (2) successive calendar years. Landlord’s right hereunder to require and Tenant’s obligation to furnish and maintain the Demolition and Removal Security shall continue with respect to the original Tenant in the event of any assignment of this Lease where the assignee does not meet the standards set forth in Paragraph 14 below for a release of Tenant from obligations hereunder until such time as the assignee meets the standard set forth in Paragraph 14 below for such release of Tenant; provided, however that in no event shall Landlord have the right to require both the assigning Tenant and the assignee simultaneously to maintain Demolition and Removal Security in an aggregate amount that exceeds the amount Landlord reasonably determines to be sufficient to remove all buildings and improvements from and to restore the Premises.

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8. Repairs, Maintenance, Governmental Regulations.

(a) Tenant shall without any cost or expense to Landlord:

(i) Keep and maintain all buildings and improvements on the Premises, and all appurtenances thereto, in good condition, normal wear and tear, excepted, subject to the provisions of this Lease concerning damage and destruction and to Tenant’s right to alter, remove and replace any improvement pursuant to Paragraph 5 above. Tenant expressly waives all rights to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code.

(b) Subject to the provisions of this Lease concerning condemnation, alterations, and damage and destruction, Tenant shall not commit or suffer to be committed any waste of the Premises or the Project Improvements, or any part thereof. Tenant shall keep the Premises clean and well maintained. Notwithstanding the foregoing, Tenant shall make such changes, repairs, alterations, improvements, renewals or replacements to the Project Improvements as are required by reason of any law, ordinance, regulation or order of a competent governmental authority.

(c) Tenant shall pay to Landlord an amount equal to twenty five percent (25%) of all costs and expenses actually incurred by Landlord in maintaining and repairing the Perimeter Road located on and around the District Property in accordance with a separate agreement between Landlord and Tenant regarding such perimeter road being entered into and recorded contemporaneously herewith and in the for attached hereto as Exhibit J. Within ninety (90) days of the Effective Date, and on or before every fifth (5th) anniversary of the Effective Date, Landlord shall prepare and provide Tenant with a copy of a budget of its estimate of costs and expenses of maintaining the Perimeter Road for the five (5) years following the Effective Date and every five (5) year period thereafter. Landlord shall maintain records of its actual cost and expenses of maintaining the Perimeter Road, and Tenant, or the accounting firm of Tenant’s choice, shall have the right to audit said records at Landlord’s address as set forth above during normal business hours upon five (5) business days written notice to Landlord. Any adjustments resulting from said audit shall be reflected on Landlord’s next invoice to Tenant. Tenant shall bear all costs and expenses of any such audit.

9. Damage or Destruction.

(a) Within thirty (30) days after any damage or destruction that may occur on the Premises or to the Project Improvements thereon, Tenant shall notify Landlord if Tenant reasonably estimates the costs of repairs to equal or exceed the lesser of Five Hundred Thousand Dollars ($500,000) or ten percent (10%) of the replacement cost of the Project Improvements that are in need of restoration.

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(b) If the Project Improvements are damaged or destroyed by any casualty where (a) the casualty is required to be insured against by the terms of this Lease or is actually insured against; and (b) the Net Insurance Proceeds (as defined below) actually available to Tenant, or which would be available to Tenant if it had carried the required insurance, for restoration are, or would be, sufficient to restore such Project Improvements, then Tenant shall, as soon as is reasonable under the circumstances, either (i) repair, restore or rehabilitate the buildings and improvements, or (ii) replace the damaged buildings and improvements with substitute buildings and improvements acceptable to Tenant (provided that Tenant agrees to construct substitute buildings and improvements consistent with the value and quality of the pre-existing buildings and improvements, and shall commence and continue such activity thereafter diligently and without interruption thereof (subject to force majeure and other matters outside the reasonable control of Tenant), at Tenant’s sole cost and expense. As used herein, the term “Net Insurance Proceeds” means the gross insurance proceeds paid by an insurer to Tenant for loss or damage to the Project Improvements plus any deductible amounts under such policies, less any amounts required to be paid to Leasehold Mortgagees from such proceeds. If there are not sufficient Net Insurance Proceeds to perform the work described in (i) and (ii) of this subparagraph (b) (collectively, “Restoration Work”), and Tenant elects not to perform such work, then Tenant shall remove the damaged buildings and improvements and restore the affected portions of the land as nearly as possible to the condition that existed prior to the construction of such buildings and improvements, provided, however, that Monthly Rent shall not be abated for any portion of the Premises in such event. The work described in the prior sentence shall be done at Tenant’s expense.

(c) Notwithstanding the foregoing, Tenant shall have the option of terminating this Lease if the remaining Term of this Lease is equal to or less than the term listed below, and if the restoration costs which would be incurred if the buildings and improvements were restored to the same quality as existed prior to the damage or destruction are in excess of the corresponding percentage of the then replacement cost for all of the buildings and improvements:

Term	Cost
20 years or less	75% or more
15	50%
10	25%
5	10%
2	5%

(i) Notice of termination pursuant to this subsection must be given, if at all, within sixty (60) days after settlement of insurance proceeds and any such notice, once given, shall be irrevocable (provided, however, that any such notice given

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by Landlord shall be void or voided, as the case may be, if Tenant timely gives Landlord the notice set forth above of Tenant’s election to perform restoration); and this Lease shall terminate on the date occurring ten (10) days after such notice is given;

(ii) Upon such termination, all rent and other sums paid or payable under this Lease shall be prorated and paid up to the date of Lease Termination. Within sixty (60) days following the date of termination, any amounts due Tenant shall be refunded to it and any amounts due Landlord shall be paid to it;

(iii) Tenant shall deliver possession of the Premises in the condition required by Paragraph 7. Tenant shall be responsible for the cost of any required restoration of the Premises, and shall be entitled to retain any Net Insurance Proceeds.

(iv) Tenant shall deliver possession of the Premises affected by such damage and destruction to Landlord and, within sixty (60) days following Lease Termination, shall deliver to Landlord a quitclaim deed in recordable form whereby Tenant quitclaims to Landlord all right, title and interest (without any express or implied covenants concerning the status of title or of encumbrances) in the Premises and the Project Improvements thereon, if any.

Notwithstanding the foregoing, if Tenant elects to terminate the Lease pursuant to this paragraph, Landlord shall have the right to nullify such election, keep this Lease in full force and effect, and require Tenant to make restoration of the Project Improvements and the Premises by either depositing with Tenant, the Leasehold Mortgagee or the Escrow Holder (as the case may be depending on which party has the right to hold the insurance proceeds pending Restoration as defined in Paragraph 12(f) below) immediately, or giving Tenant assurances reasonably satisfactory to Tenant that Landlord will deposit with such party in the future, as needed to perform such Restoration, the amount of the deficiency between (i) the amount Of insurance proceeds actually available for Restoration, and (ii) the cost of Restoration. Landlord must make such election, if at all, by giving Tenant written notice thereof prior to the date this Lease would otherwise terminate as a result of Tenant’s election to terminate.

(d) If Tenant does not timely elect to terminate this Lease or is required to restore the Project Improvements pursuant to this Paragraph 9, Tenant shall in conformity with the provisions set forth in Paragraph 12, below, immediately deposit with the appropriate party the amounts or security required pursuant to Paragraph 12 (or, if no such deposit is required pursuant to Paragraph 12, shall immediately deposit with Landlord either an amount equal to the deficiency in insurance proceeds actually available for Restoration, or security reasonably satisfactory to Landlord for such deficiency) and shall as soon as is reasonable under the circumstances, but in any event in conformity with the provisions set forth in Paragraph 12, commence and continue

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thereafter diligently and without interruption thereof, at Tenant’s sole cost and expense (but Tenant may use any Net Insurance Proceeds therefor that are available), to repair, restore and rebuild the same as nearly as possible to the condition they were in immediately prior to such damage or destruction, or with such changes or alterations as may be made in conformity with the provisions of this Lease relating to changes or alterations.

Notwithstanding any other provision of this Lease, upon any event of damage or destruction to the Project Improvements, Tenant shall at its sole cost and expense (whether or not insurance proceeds are available therefor and whether or not either Tenant or Landlord terminates or intends to terminate this Lease, but subject to reimbursement from insurance proceeds if and when available) promptly take such actions and undertake and complete such work as is necessary to assure the safe condition of the damaged Project Improvements pending the ultimate disposition of such Project Improvements. In any instance where Tenant may elect to terminate this Lease rather than restore the Project Improvements pursuant to this Paragraph 9, if Tenant does not terminate this Lease, Tenant shall restore or replace the Project Improvements as set forth above in the first paragraph of this Paragraph 9(d).

(e) Unless this Lease has been terminated pursuant to the provisions hereof, Tenant’s obligation to make payments of Monthly Rent and all other rent and other obligations hereunder and to perform all its covenants and conditions shall not be affected by any damage or destruction of the Premises or Project Improvements by any cause whatsoever (other than the gross negligence or willful misconduct of Landlord or District), and Tenant hereby waives the provisions of any statute or law now or hereafter in effect contrary to such obligations of Tenant as herein set forth, or which relieves Tenant therefrom. Without limiting the generality of the foregoing, Tenant hereby waives the provisions of Sections 1932, 1933 (3) and (4) and 1942 of the California Civil Code.

10. Mechanics’ Liens.

(a) Tenant shall not suffer or permit any mechanic’s, materialmen’s, attachment, execution or other similar liens or stop notices to attach to or be filed against the Premises and the building and improvements or against Landlord’s interest therein. Subject to the provisions of Paragraph 10(b), if any such liens, stop notices or similar proceedings are filed or commenced, Tenant shall, within thirty (30) days after notice of the filing, cause the same to be discharged of record by payment, deposit, order of court or by bonding. Tenant covenants and agrees to give Landlord written notice not less than ten (10) days in advance of the commencement of any construction, alteration, addition, improvement or repair costing in excess of One Hundred Thousand Dollars ($100,000) in order that Landlord may post appropriate notices of Landlord’s non-responsibility.

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(b) If Tenant desires to contest any lien of the nature set forth above, it shall notify Landlord of its intention to do so within twenty (20) days after the filing of such lien, and Tenant shall furnish the bond required in California Civil Code Section 314 3 (or any comparable statute hereafter enacted) or otherwise cause such lien to be removed within thirty (30) days after it has been recorded against the Premises. Tenant shall not be in default hereunder, and Landlord shall not satisfy and discharge such lien or the amount claimed to be owed, until five (5) days after the final determination of the validity thereof, within which time Tenant shall satisfy and discharge such lien and the amount owed to the extent held valid, and all penalties, interest and cost in connection therewith, as the case may be. In the event of any such contest, Tenant shall protect and indemnify Landlord against all loss, cost, expense and damage resulting therefrom. In addition, if Tenant does not remove the lien within the time required by this paragraph, Tenant shall pay as Additional Rent reasonable attorney’s fees incurred by Landlord in its efforts to remove the lien.

(c) Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman, for the performance of any labor or the furnishing of any materials for any improvement, alteration, repair or replacement of the building and improvements on the Premises, nor as giving Tenant any right, power or authority to contract for or permit, on Landlord’s behalf or as to Landlord’s interest, the rendering of any services or the furnishing of any materials.

11. Indemnity.

(a) Tenant’s Indemnity. Except as otherwise indemnified by Landlord as set forth in Paragraph 11(b) below, Tenant agrees to indemnify and defend Landlord and/or District and Landlord’s and/or Districts’ contractors, consultants, agents, servants, trustees, board members, directors, licensees, invitees, officers and employees against and save it harmless from any and all loss, cost, liability, damage and expense, including, without limitation, penalties, fines, reasonable attorneys’ fees and disbursements, damage to property and injury to persons, and obligations or liabilities to District and its successors and assigns pursuant to the Master Lease, to the extent caused by Tenant’s default of the provisions of this Lease; or incurred in connection with or arising from any cause whatsoever during the term of this Lease in, on or about the Premises and/or the Project Improvements whether or not such cause becomes known to Landlord, District or Tenant before or after termination or expiration of this Lease including, without limitation, (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming through or under Tenant, or of the employees, agents, licensees or invitees of Tenant or any such other person, in, on or about the Premises and/or the Project

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Improvements, whether the matter becomes known during or after the expiration of, the Term, including, without limitation, any act, omission or negligence in the construction of any Project Improvements, or (c) any claims by any persons by reason of any materials or labor supplied to the Premises, or injury to persons or damage to property occasioned by any use, occupancy, condition, occurrence, happening, act, omission or negligence referred to in this sentence. Tenant shall hold all goods, materials, and other personal property whatsoever on the Premises or in the Project Improvements at the sole risk of Tenant and indemnify Landlord against and save it harmless from any loss or damage thereto by any cause whatsoever.

(b) Landlord’s Indemnity. Landlord agrees to indemnify and defend Tenant and Tenant’s members, contractors, consultants, servants, licensees, invitees, subtenants, employees, officers, directors, partners and agents and save them harmless from any and all loss, cost, liability, damage and expense, including without limitation, penalties, fines, reasonable attorneys’ fees and disbursements, damage to property and injury to persons, arising as a result of the default by Landlord of any of Landlord’s obligations under this Lease; District’s default of its obligations under any document executed by Landlord, District and Tenant; or the willful misconduct or negligence of Landlord, District or their respective employees, contractors, invitees, officers, directors, trustees or agents.

(c) Survival of Indemnity. Tenant’s and Landlord’s obligations under this Paragraph 11 shall survive Lease Termination.

12. Insurance.

(a) Coverage Required. Tenant shall at its sole cost and expense procure and maintain during the Term hereof the following policies of insurance:

(i) “All risk” property insurance against loss or damage to the Project Improvements resulting from fire, windstorm, hail, lightning, vandalism, malicious mischief, and such other perils ordinarily included in extended coverage casualty insurance policies. All insurance hereunder shall be maintained in an amount not less than One Hundred percent (100%) of the Full Insurable Value of the Project Improvements (as defined in Paragraph 12(b).

(ii) Public liability insurance naming Landlord as an additional insured, to protect against loss from liability for damages on account of personal injury, death or property damage occurring in, on or about the Premises or the Project Improvements located thereon, or resulting directly or indirectly from Tenant or Tenant’s agents’ or subtenants’ use and occupancy under this Lease of the Premises and the Project Improvements located thereon. The total coverage for personal injury and property damage insurance for the Premises and the Project under this Lease shall be an amount of at least Seven Million Dollars ($7,000,000) combined

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single limit, with a deductible no greater than Ten Thousand Dollars ($10,000). Landlord may, at every fifth (5th) anniversary of this Lease, require Tenant to increase insurance limits provided that such limits are available at commercially reasonable rates and are commonly required to be obtained by institutional lenders for other comparable buildings located in the City of Santa Clara, California.

(iii) Flood insurance;

(iv) Earthquake insurance if available at commercially reasonable rates;

(v) Course of construction insurance in the same amount as required in Paragraph 12 (a) (i), above, for “all risk” property insurance, and covering all construction activities on the Project;

(vi) Rental value insurance against loss or damage by fire or vandalism, including mischief and all hazards included in the present all risk extended coverage endorsement or under the provisions of such successor extended coverage endorsement as may be available in an amount sufficient to pay the Monthly Rent for a twelve (12) month period (to the extent such coverage is available), as reasonably estimated by Tenant for the upcoming year but in no event less than an amount equal to the Monthly Rent payable for such upcoming year plus the aggregate amount of the Additional payable during the upcoming year;

(vii) Demolition and debris removal insurance; and

(viii) Such increases to the above. insurance coverages, and such other insurance in such amounts, as from time to time may be reasonably required by Landlord and/or any Fee Mortgagee, provided that such increases and coverages are available at commercially reasonable rates and are commonly required to be obtained by institutional lenders for other comparable buildings located in the City of Santa Clara, California.

(b) Full Insurable Value. The term “Full Insurable Value” as used in this Lease shall mean the actual replacement cost excluding the cost of excavation, foundation and footings below the ground level of the Project Improvements. To ascertain the amount of coverage required, Tenant shall (i) cause the full insurable value to be determined from time to time by appraisal by the insurer or by any appraiser mutually acceptable to Landlord and Tenant, at least once every ten (10). years, and (ii) cause an insurance broker or insurance agent reasonably acceptable to Landlord and to all Fee Mortgagees and Tenant Leasehold Mortgagees to issue to such parties a statement reasonably acceptable to each of them of the current “Full Insurable Value” at least once every three (3) years; except that no appraisals shall be required pursuant to (i), above, if the policy is written on a “replacement cost” basis.

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(c) General Requirements. All insurance required to be maintained pursuant to this Paragraph 12, shall: (i) except for workers’ compensation insurance, list Landlord, District and Tenant (and any Fee Mortgagees and Tenant Leasehold Mortgagees) as additional insureds, as their respective interests may appear; and (ii) provide that all insurance proceeds shall be adjusted by Landlord and Tenant and shall, except in the case of comprehensive general liability insurance and workers’ compensation insurance, be payable to Landlord, Tenant and any Tenant Leasehold Mortgagees, notwithstanding any termination of this Lease.

All insurance provided for under this Paragraph 12 shall be effected under policies issued by insurers licensed or permitted to do business in the State of California and having a rating of A+7 or better in Best Insurance Guide or if Best Insurance Guide is no longer in existence, a comparable rating from a comparable rating service. Any controversy concerning comparable ratings and/or comparable rating services shall be subject to arbitration.

All of such insurance shall insure the performance by Tenant of the indemnity agreement as to liability for injury to or death of persons and injury or damage to property contained in Paragraph 11.

Any insurance required to be maintained by Tenant pursuant to this Paragraph 12 may be taken out under a blanket insurance policy or policies covering other premises or properties, and other named insureds in addition to the parties hereto; provided, however, that any such policy or policies of blanket insurance, or supplemental written certification from the insurers under such policies; shall specify therein the amount of insurance allocated to the coverage required under this Paragraph 12 (except that no such allocation shall be required if coverage is provided on a “blanket limit” basis) and provided further, that in all other respects, any such blanket policy shall comply with the other provisions of this Paragraph 12.

All certificates of insurance shall provide that such certificates and the policies related thereto shall not be canceled or materially changed without at least thirty (30) days’ prior written notice to Landlord.

All insurance policies shall provide that there shall be no exclusion from coverage for cross liability among the listed insureds.

Certificates of insurance (other than course of construction) shall be deposited with Landlord together with appropriate evidence of payment of the current premiums therefor on or before the Commencement Date of this Lease; and, at least thirty (30) days prior to expiration of any such policy, certificates of renewal policies shall also be so deposited. The certificate of insurance applicable to course of construction insurance shall be deposited with Landlord together with appropriate evidence of payment of the current premium therefor prior to commencement of construction of the Project Improvements.

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(d) No Apportionment. There shall be no apportionment of premiums with respect to insurance maintained pursuant to this Paragraph 12 at the expiration or any other termination of this Lease. Tenant may cancel any such policies as of such expiration or termination and obtain any premium refunds incident thereto. Tenant shall be entitled to any premium refund or dividend received by Landlord or Tenant on account of any insurance maintained by Tenant pursuant to this Paragraph 12.

(e) Default. If Tenant fails or refuses to procure or maintain insurance as required by this Lease to be procured and maintained by Tenant, Landlord shall have the right, but not the obligation, to procure and maintain the required insurance for the benefit of Tenant, Landlord and District. The premiums paid by Landlord shall be treated as additional rent due from Tenant, to be paid on the first day of the month following the date on which the premiums were paid. Landlord shall give prompt notice of the payment of such premiums, stating the amounts paid and the name(s) of the insured(s), and the name of the insurer(s).

(f) Disposition of Insurance Proceeds Resulting from Loss or Damage to Project Improvements.

(i) Leasehold Mortgage Governs. In the event of damage or destruction to a Project Improvement that is subject to a Leasehold Mortgage as provided under Paragraph 20(a), infra, the Net Insurance Proceeds shall be disposed of pursuant to the terms of such Leasehold Mortgage. In the event a damaged Project Improvement is not properly subject to a Leasehold Mortgage or said Leasehold Mortgage has no applicable provisions, the remaining provisions of this Paragraph 12(f) shall govern the disposition of the Net Insurance Proceeds.

(ii) Disposition When Project Improvements Repaired or Rebuilt.

(A) In the event of damage or destruction to the Project Improvements for which the estimated cost of repairs will not exceed the lesser of Five Hundred Thousand Dollars ($500,000) or ten percent (10%) of the replacement cost (determination of which shall be subject to arbitration pursuant to Paragraph 16 below) of the Project Improvements that are in need of Restoration (the “Release Amount”), the Net Insurance Proceeds shall, provided that Tenant commits itself in writing to repair such damage or destruction and that this Lease is not terminated, be paid directly to Tenant and shall constitute a trust fund to be used for the repair, restoration or reconstruction (the “Restoration”) of such Project Improvements.

(B) If, at the time of such damage or destruction, there shall not be a Leasehold Mortgage on the Property and/or Project Improvements containing disbursement

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provisions, all such insurance proceeds shall be paid into an escrow deposit account with Wells Fargo Bank N.A., or any other bank or trust company in Santa Clara County, California (the “Escrow Holder”) mutually agreed upon by Landlord and Tenant. The disposition of such proceeds shall be governed by the terms of this Agreement and, if not clearly addressed, by the mutual agreement of the parties hereto. Any dispute as to disposition of proceeds shall be resolved by arbitration pursuant to Paragraph 16 herein.

(iii) Disposition if Project Improvements Not Repaired or Rebuilt. If this Lease is terminated and the Project Improvements are not restored, the Net Insurance Proceeds shall be made payable to Landlord, and shall be applied as follows:

(A) First, to Tenant to satisfy its obligations as follows: The insurance proceeds shall be used to remove the rubble from the damaged Project Improvements and the Property and to leave the remaining damaged Project Improvements and the Property in a neat, clean, safe and reasonable operating condition in accordance with Paragraph 9(b) herein.

(B) Next, to Landlord to pay for any and all sums owing under the Lease.

(C) Next, any insurance proceeds remaining shall be paid immediately to Tenant.

Notwithstanding the above, Tenant shall be entitled to the proceeds from any other insurance policy carried by Tenant that is not required under this Lease, except for the proceeds from earthquake insurance and for proceeds payable in connection with Restoration of the Project Improvements.

(iv) Waiver of Subrogation. Tenant hereby waives any claim against Landlord for any loss required to be covered by insurance hereunder and for any loss actually covered by insurance, but only to the extent that such waiver is permitted under the applicable policies of insurance and will not cause any coverage to be voided thereunder, and Tenant shall, to the extent obtainable, obtain from its insurance company or companies a waiver of any right of subrogation against Landlord.

(g) Settlement Negotiations. Tenant shall have the sole right to conduct any insurance settlement negotiations in regard to any damage to, or destruction of, the Project Improvements. If the damage to or destruction of the Project Improvements exceeds the proposed insurance settlement, Tenant shall so notify Landlord and Tenant shall furnish Landlord with a copy of the claim submitted to the insurance company simultaneously with such submission. Tenant shall also furnish Landlord with a copy of any proposed insurance settlement. Landlord shall have until the later of (i) thirty (30) days after receipt of a copy of such claim, or (ii) twenty (20) days after receipt of a copy of such proposed settlement, to approve or disapprove said settlement, which approval shall not be unreasonably withheld. If Landlord does not approve said

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settlement proposal prior to the later date as determined under (i) or (ii) of this subparagraph above, Landlord shall be deemed to have approved said settlement proposal. If Landlord shall, prior to the later date as determined under (i) or (ii) of this subparagraph above, disapprove said settlement proposal, no settlement shall be binding upon Landlord and Tenant shall have no right to terminate the lease as a result of such disapproval. If Landlord disapproves a settlement proposal that is supported by Tenant, either party may submit the dispute to arbitration. In the event this Lease shall be terminated as permitted herein, Landlord and the Leasehold Mortgagee described in subparagraph 12(f)(i), if any, shall have the sole right to negotiate and make any insurance settlement concerning proceeds (or the amount thereof) that (i) Tenant has no right to receive or to be credited for and (ii) cannot affect any remaining liability of Tenant under this Lease or Tenant Leasehold Mortgage. The party not conducting such negotiations and settlement agrees to cooperate with the other party in such negotiations and settlement. In any event, Tenant agrees to furnish Landlord with a reasonable estimate of the amount of the prospective insurance recovery as soon as such information is available to Tenant, and from time to time to furnish updated estimates thereof to Landlord.

13. Taking by Eminent Domain.

(a) Waiver. Landlord waives any right of eminent domain it now possesses or may possess in the future with regard to the Premises and this Lease.

(b) Definitions. For purposes of this Lease, the following terms shall have the following meanings:

(i) Taking. “Taking” shall mean a taking or damaging, including severance damage, by eminent domain, inverse condemnation, or for any public or quasi-public use under any statute. The Taking may occur pursuant to the recording of a final order in condemnation or by voluntary sale or conveyance in lieu of condemnation. The Taking shall be considered to take place as of the date upon which title to the portion of the Project taken passes to and vests in the condemnor or the effective date of any order for possession, whichever is earlier.

(ii) Total Taking. “Total Taking” shall mean a Taking (other than a “Temporary Taking” defined below) of the fee title to the Premises and the Project Improvements located thereon or Tenant’s entire leasehold interest under the Lease.

(iii) Substantial Taking. “Substantial Taking” shall mean the Taking of so much of the. Premises and/or the Project Improvements located thereon, that (i) the operation of any subtenant’s business thereof is rendered economically unviable or substantially impaired in Tenant’s reasonable opinion, or (ii) the property taken constitutes thirty-three percent (33%) or more of the fair market value of the land underlying the Premises and the Project Improvements located thereon.

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(iv) Partial Taking. “Partial Taking” shall mean any Taking of the Premises and/or the Project Improvements located thereon that is not a Total, Substantial or Temporary Taking.

(v) Temporary Taking. “Temporary Taking” shall mean a Taking of all or any part of the Premises and/or the Project Improvements located thereon for a specified term, which term is specified at the date of Taking and does not exceed five (5) years. A Temporary Taking does not include a Taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be determined at the time of the Taking when such event will occur. A Taking for an indefinite term or for a term of more than five (5) years shall be treated as a Total, Substantial or Partial Taking, as applicable, in accordance with this Lease.

(vi) Award. “Award” shall mean the compensation paid for the Taking whether pursuant to judgment, agreement, settlement or otherwise.

(c) Effect of Taking.

(i) Total Taking. In the event of a Total Taking, this Lease shall terminate as of the date of the Taking. Upon such termination, all rent and other sums paid or payable under this Lease shall be prorated and paid up to the date of Taking, provided that Tenant shall remain liable for all accrued obligations under this Lease. Within sixty (60) days following the date of termination, any amounts due Tenant shall be refunded to it and any amounts due Landlord shall be paid to it.

(ii) Substantial Taking of the Property.

(A) In the event of a Substantial Taking of the Premises, Tenant may terminate this Lease by giving written notice to Landlord of its election within thirty (30) days after the effective date of the Taking.

(B) If Landlord disputes Tenant’s claimed right to terminate this Lease pursuant to this subparagraph 13(b) (ii), Landlord shall give Tenant notice of this fact within thirty (30) days after receiving notice of Tenant’s election to terminate. In such event, the matter shall be submitted to arbitration pursuant to Paragraph 16 of this Lease.

(C) If it is determined that Tenant has the right to terminate this Lease as to the remaining portion of the Premises, or if Landlord does not dispute Tenant’s right to so terminate this Lease within the time set forth in subparagraph 13(b) (ii) (B) above, such termination as to the remaining portion shall be effective as of the date of the Taking. Upon such termination, all rent and other sums paid or payable under this Lease shall be prorated and paid up to the effective date of the Taking Tenant shall remain liable for all accrued obligations under this Lease. Within sixty (60) days following the date of termination, any amounts due Tenant shall be refunded to it and any amounts due Landlord shall be paid to it.

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(D) Notwithstanding anything to the contrary in this subparagraph 13(b)(ii), if Tenant has elected to terminate this Lease, and the condemning authority abandons or materially revises the Taking, Tenant shall have forty-five (45) days after receipt of written notice of such abandonment or revision to revoke its notice of termination previously given.

(iii) Partial Taking. In the event of a Partial Taking or a Substantial Taking in which Tenant does not elect to terminate this Lease pursuant to subparagraph 13(b) (ii) above, this Lease shall remain in full force and effect as to the portion of the Premises and the Project Improvements thereon not taken and shall terminate as to that portion taken, and the Base Rent shall thereafter be reduced during the remainder of the Term which is proportionate to the fair market value of the portion so taken. Upon such partial termination, all rent and other sums paid or payable under this Lease for the portion taken shall be prorated and paid up to the date of Taking. Within sixty (60) days following the date of such partial termination, any amounts due Tenant shall be refunded to it and any amounts due Landlord shall be paid to it.

(iv) Temporary Taking.

(A) In the event of a Temporary Taking of the Premises, the Lease Term shall not be reduced or affected in any way and Tenant shall continue to pay and be liable for all rent and other sums for which it is obligated under this Lease. Subject to the other provisions of this subparagraph 13(b)(iv), in the event of such Temporary Taking Tenant shall be entitled to any Award or payment for the temporary use of the Premises attributable to the period prior to and including the date of the termination of this Lease, and Landlord shall be entitled to any Award or payment for such use attributable to the period after the termination of this Lease.

(d) Notice. The party receiving any notice of the kinds specified below shall promptly inform the other party of the notice: (i) Notice of intended Taking; (ii) Service of any legal process relating to condemnation; or (iii) Notice of intent or willingness to make or negotiate a sale or transfer in lieu of condemnation.

(e) Negotiation of Award. Landlord and Tenant shall each have the right to represent his interest in each proceeding or negotiation with respect to a taking. No agreement with the condemning authority shall be made without the consent of Landlord and Tenant.

(f) Waiver. Landlord and Tenant waive the provisions of California Code of Civil Procedure section 1265.130 or any similar law which allows either party to petition the Superior Court to terminate this Lease in the event or a partial taking.

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(g) Allocation of Award. The proceeds of any award received in connection with a total or partial taking of the Premises shall be equitably apportioned between the parties as their interests may appear, taking into consideration the number of years remaining in the Term of this Lease at the date of taking. If the parties are unable to agree as to such apportionment, and the matter is not determined by a Court as part of an eminent domain proceeding, the proper apportionment shall be determined by arbitration conducted in accordance with Paragraph 16.

14. Assignment and Subleasing - Successors and Assigns.

(a) Sublease. Provided there is no uncured monetary default by Tenant under this Lease, Tenant may sublease all or any portion of the Premises, and may assign, encumber, extend or renew any such sublease, from time to time during the Term without Landlord’s consent (the “Project Subtenant Leases”), provided that all of the following requirements are satisfied:

(i) If requested by Landlord, District and/or any Fee Mortgagee, the subtenant under each Project Subtenant Lease (the “Project Subtenant”) shall have executed and delivered in recordable form to the requesting party a subordination, nondisturbance and attornment agreement in form, scope and substance reasonably satisfactory to Landlord, District, such Fee Mortgagee and such Project Subtenant (the “Attornment Agreement”).

(ii) The term of such Project Subtenant Lease shall be no longer than the then unexpired Term (without reference to any unexercised options to renew or extend) of this Lease;

(iii) Subject to the future rights of Leasehold Mortgagees, such Project Subtenant Lease shall contain a statement in bold type or print notifying the Project Subtenant that Tenant (or other sublessor, as the case may be) has assigned its rights to the rent due under such Project Subtenant Lease to Landlord and that, except to the extent such rental payments are from time to time being made to the Tenant Leasehold Mortgagees, the Project Subtenant is to make rental payments directly to. Landlord upon receiving any request therefor from Landlord.

(iv) Such Project Subtenant Lease shall contain a provision requiring the Project Subtenant thereunder to enter into attornment agreements and to execute estoppel certificates from time to time in form, scope and substance reasonably satisfactory to Landlord, Fee Mortgagees and, as to the estoppel certificates only, prospective purchasers or assignees of Landlord’s interest in the Project, if requested by Landlord and/or any of Fee Mortgagees;

(v) Tenant (or other sublessor, as the case may be) shall not accept more than twelve (12) months’ prepaid rent from any Project Subtenant unless all sums in excess of twelve (12) months’ rent are placed into an interest bearing escrow account reasonably satisfactory to Landlord and the Fee Mortgagees; and

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(vi) At least thirty (30) days prior to the effective date of any Project Subtenant Lease, or of any amendment or assignment thereof, Tenant shall submit a copy of such lease, amendment or assignment, as the case may be, to Landlord.

(vii) Landlord hereby agrees that with respect to any Qualifying Subleases (defined below) made by Tenant and permitted pursuant to this Paragraph:

(A) The Project Subtenants shall not be joined as an adverse or party defendant in any action or proceeding which may be instituted or commenced by Landlord to terminate or enforce this Lease.

(B) The Project Subtenants shall not be evicted from any portion of the Premises, nor shall any right of any Project Subtenant(s) under this Lease be affected in any way by reason of any modification of or default under this Lease.

(C) The leasehold estate of any Project Subtenant shall not be terminated or disturbed during the Term by reason of any default under this Lease, and Landlord will recognize and honor such subtenants occupying the Premises so long as the Project Subtenants are not in default of their respective agreements and the Project Subtenants agree to attorn to Landlord in the event of Tenant’s default. Landlord may join a Project Subtenant in an action to terminate or enforce this Lease only if the Project Subtenant is in default of the provisions of this Lease or of the Project Subtenant Lease, beyond any time given to the Project Subtenant to cure such default.

(D) Landlord agrees to execute and acknowledge in recordable form, and to cause the Master Lessor and any lender having a mortgage, deed of trust or other security on the interest of Landlord or Master Lessor in the Premises, Lease or Master Lease, to execute in recordable form, from time to time for the benefit of Project Subtenants, a nondisturbance and attornment agreement certifying to the matters set forth in this subparagraph 14(f)(vii) above and containing such other provisions reasonably requested by Tenant, which agreement may be recorded by Tenant in the Official Records of Santa Clara County, California.

(viii) Qualifying Subleases. A “Qualifying Sublease” shall be a sublease which (i) is for a term of not more than fifteen (15) years (including options at a fixed rental rate, but excluding options at fair market value), (ii) is entered into with a subtenant having sufficient financial ability to meet its lease obligations under such sublease, as determined by Landlord in its reasonable discretion following a review of the subtenant’s financial information and statements, (iii) does not impose substantially more obligations on the part of the landlord under that sublease than the obligations of Landlord set forth in this

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Lease provided that such landlord obligations may include an obligation to construct improvements on the Premises (subject to the restrictions in this Lease) so long as Landlord shall have no obligation under any non-disturbance and attornment agreement executed pursuant to Section 14 (a) (vii) (D) hereof to complete or pay for any such improvements, and (iv) is a sublease of an entire building.

(b) Assignment. Subject to the terms of this Paragraph 14, provided there is no uncured monetary default by Tenant under this Lease, Tenant may assign this Lease from time to time during the Term without Landlord’s consent, but with forty-five (45) days prior written notice to Landlord; notwithstanding the foregoing, Tenant agrees not to assign its interest or any portion thereof in the Lease prior to completion of construction of the initial Project Improvements. In the event an uncured monetary default exists at the time of such intended assignment, Tenant must obtain Landlord’s consent to such assignment, which consent shall not be unreasonably withheld, delayed or conditioned. In the event an uncured non-monetary default exists at the time of such intended assignment, such assignment shall be void unless Tenant immediately commences to cure such default and it can be reasonably expected that said default can be cured within the six (6) months after such assignment. The members, shareholders, or holder of any other beneficial interest of Tenant agree not to assign or otherwise transfer all or any portion of their member’s, shareholder’s or other beneficial interest holder’s ownership interest in the Tenant.

If Tenant, or any of them, assigns its interest, or any portion thereof, in this Lease at any time after the completion of construction of the initial Project Improvements to an assignee (i) with a net worth for the two (2) successive calendar years preceding the date of the assignment of Thirty Million Dollars ($30,000,000) or more as adjusted for Consumer Price Index changes as set forth below (“Net Worth Requirement”) and (ii) either (A) having prior experience in the operation and management of projects of a size and nature at least comparable to the Project or (B) is or agrees to be the occupant of all or substantially all of the Project (“Experience/Occupancy Requirement”), then the assignee shall have full responsibility for Tenant’s obligations arising under this Lease in accordance with the terms of the Lease after the assignment, and Tenant shall be released from all obligations arising under this Lease after the assignment.

If the assignee does not meet the Net Worth Requirement at the time of the assignment, then such assignee shall be required to provide a bond, letter of credit or other security with high liquidity for Landlord’s benefit, to secure Tenant’s demolition obligations pursuant to Paragraph 7 above in an amount equal to the Demolition and Removal Security, which security shall be subject to Landlord’s written approval, which shall not be unreasonably withheld or delayed; provided, however that in no event shall Landlord have the right to require both the assigning Tenant and the assignee simultaneously to maintain Demolition and Removal

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Security in an aggregate amount that exceeds the amount sufficient to remove all buildings and improvements from and to restore the Premises. Further, Assignor shall not be released from liability under this Lease at the time of the assignment if the proposed assignee does not meet the Net Worth Requirement and the Experience/Occupancy Requirement. Tenant shall, however, be released from liability under this Lease at such time thereafter as the assignee meets the Net Worth Requirement for two (2) successive calendar years (which successive calendar years may include a period of time immediately preceding the assignment) and meets the Experience/Occupancy Requirements.

Tenant agrees to provide Landlord with copies of financial statements (prepared using the same standards used to prepare financial statements for the assignee’s lenders) and other documentation received from an assignee relating to its prior experience at least forty-five (45) days before the effective date of the assignment. Landlord shall determine in its reasonable discretion whether a proposed assignee meets the financial and experience requirements set forth herein for the release of Tenant from further obligations under this Lease, and shall notify Tenant of its determination within forty-five (45) days following the date that Landlord is provided with the information referenced in the prior sentence. If Landlord fails to advise Tenant of its determination within this forty-five (45) day period, Landlord shall be deemed to have determined that the proposed assignee meets the financial and experience requirements for the release of Tenant from further obligations under this Lease. If sufficient information is not available or is not furnished to Landlord in the form required hereby, then Tenant shall not be released from its obligations hereunder until such time as such information is provided to Landlord in the form required hereby and Landlord has made its determination within thirty (30) days after receipt of all said information pursuant to this paragraph above. After the assignment to said assignee, but before Tenant’s release from liability hereunder said Net Worth Requirement shall be determined by including the value of the equity in the Premises, so long as the consideration paid by assignee to the assignor is not included in the determination.

In any event, prior to the release of the assignor as contemplated by this Paragraph 14(b), the assignee shall enter into an assumption agreement in form and substance reasonably satisfactory to Landlord, which approval shall not be unreasonably withheld or delayed. In any event, assignee shall remain liable for an accrued liabilities under the Lease as of the date of assignors release. Any transfer of a member’s, shareholder’s, or other beneficial interest holder’s ownership interest in Tenant shall constitute an assignment subject to the terms and conditions of this Paragraph 14.

The Thirty Million Dollar ($30,000,000) net worth threshold set forth in this Paragraph 14 shall be adjusted on each anniversary of the Commencement Date, by multiplying Thirty Million Dollars ($30,000,000) by a fraction, the numerator of which is the Consumer Price Index published immediately before the applicable adjustment date and the denominator of which is the

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Consumer Price Index published immediately before the applicable adjustment date and the denominator of which is the Consumer Price Index published immediately before the Commencement Date; provided, however, in no event shall such net worth threshold increase on any adjustment date by more than five percent (5%) of the net worth threshold in effect immediately prior to such adjustment. “Consumer Price Index” shall mean the consumer price index (all items) for all urban consumers as published by the United States Department of Labor, Bureau of Labor Statistics, for the San Francisco-Oakland-San Jose, California area (1982 - 84 = 100 base). If the Consumer Price Index is changed so that the base year for the index is adjusted, the Consumer Price Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Consumer Price Index is otherwise changed or discontinued, then the most nearly comparable official price index of the United States Government shall be used for computing the adjustments pursuant to this Paragraph.

(c) Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of and shall apply to the respective successors and assigns of Landlord and Tenant as permitted hereunder, and all references in this Lease to “Landlord” and to “Tenant” shall be deemed to refer to and include permitted successors and assigns of each such party under the terms hereof without specific mention of such successors and assigns.

(d) Other Transactions. The restrictions on Transfer contained in this Paragraph 14 shall not be deemed to apply to or prevent, nor shall Landlord’s approval be required in connection with, the granting of any security interest (including without limitation Leasehold Mortgages) permitted in Paragraph 20 of this Lease; nor the exercise of the Leasehold Mortgagees’ rights to foreclose their respective Leasehold Mortgages by power of sale or otherwise; nor the granting of a deed or assignment in lieu of foreclosure to a Leasehold Mortgagee; nor any conveyance, assignment or transfer of this Lease by a Leasehold Mortgagee having acquired Tenant’s interest in this Lease as a result of its rights under the Leasehold Mortgage or under Paragraph 20. All of the foregoing events shall be governed solely by the provisions of Paragraph 20. Notwithstanding the above and without limitation, the restrictions on Transfer contained in this Lease shall apply to any Transfer by any owner of the leasehold estate, other than a Leasehold Mortgagee, whose interest shall have been acquired by, through or under any Leasehold Mortgage or shall have been derived from any holder thereof, as well as to the granting of easements or permits affecting or relating to all or any portion of the Premises and/or the Project Improvements.

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(e) Involuntary and Other Transfers. Without limiting any other restrictions on transfer contained in this Lease, no interest of Tenant in this Lease, the Premises or the Project Improvements shall be assignable in the following manner:

(i) Under an order of relief filed, or a plan of reorganization confirmed, for or concerning Tenant by a bankruptcy court of competent jurisdiction under the federal bankruptcy act or the laws of the State of California, whereby any interest in this Lease, the Premises or the Project Improvements is assigned to any party which does not qualify as an approved transferee pursuant to this Lease unless such order is filed or such plan is confirmed in connection with an involuntary proceeding brought against Tenant and Tenant reacquires such transferred interest within forty-five (45) days after the date such order is filed or such plan is confirmed;

(ii) If Tenant assigns substantially all of its assets for the benefit of its creditors;

(iii) If an order of attachment is issued by a court of competent jurisdiction, whereby any interest in this Lease, the Premises or the Project Improvements or substantially all of Tenant’s assets are attached by its creditors and such order of attachment is not stayed within forty-five (45) days after the date it is issued; or

(iv) If a lien (other than liens allowed pursuant to Paragraph 20) against any interest in this Lease, the Premises or the Project Improvements, is foreclosed so that such interest is vested in a party other than Tenant.

The transfers described in this Paragraph 14(e) shall constitute a breach under this Lease by Tenant and Landlord shall have the right to terminate this Lease pursuant to Paragraph 15 as a result of any such transfer taking place, in which case this Lease shall not be treated as an asset of Tenant.

(f) Limitations.

(i) Except as otherwise expressly provided in this Lease, no Transfer will limit, diminish or otherwise relieve Tenant of any personal liability described herein, or result in an increase therein. Tenant and any transferee shall be jointly and severally liable under this Lease.

(ii) In no event shall Landlord be required to consent or be deemed to consent to a Transfer to a party then subject to any proceedings under any insolvency, bankruptcy or similar laws. No voluntary or involuntary assignee, sublessee, or successor in interest of Tenant shall acquire any rights or powers under this Lease except as expressly set forth herein, including Mortgagee protection provisions.

(g) Confidentiality. Landlord acknowledges and agrees that prior to the effective date of any proposed Transfer all information submitted to Landlord in connection with the proposed Transfer shall be confidential information and shall be reviewed by Landlord in private, closed sessions. Any such information shall not be discussed with, delivered to, or made available to any

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member of the public. Such information shall only be used by Landlord to evaluate the qualifications of the proposed transferee. After the effective date of a Transfer, the information submitted to Landlord in connection with the Transfer shall remain confidential, except that Landlord shall be allowed to disclose or make available to the public the name and address of the transferee, the terms of the Assumption Agreement, and the information referred to in subparagraphs 14(c) (i) (A) (2) and (4). In no event, however, shall Landlord disclose or make available to the public any financial information submitted to Landlord in connection with the Transfer. Notwithstanding the foregoing provisions of this Paragraph 14(g), the parties acknowledge and agree that a court or other government entity might order the District and/or Landlord to release or disclose certain information and that the District and Landlord, as public entities, are subject to current and future state and federal laws and regulations, including without limitation the California Public Records Act (California Government Code Section 6250 et seq.) and the Ralph M. Brown Act (California Government Code Section 54950 et seq.), which, among other things, regulate what matters may be kept confidential and what information must be made public. To the extent that any of the matters required by this Paragraph 14 (g) to be kept confidential are legally required to be made public, neither Landlord nor District shall be in violation of this Lease or of any other obligations owed Tenant for complying with legal requirements. At Tenant’s written request, Landlord shall deliver to a proposed transferee designated by Tenant a letter, duly authorized and executed, stating Landlord’s agreements concerning confidential information in connection with a Transfer, and the limitations to such agreements, all as set forth in this Paragraph 14(g).

15. Defaults, Remedies and Termination.

(a) Breach Under Lease. Failure by either party to perform in accordance with the terms and provisions of this Lease shall constitute a breach under this Lease by such nonperforming party.

(b) Events of Default.

(i) Default by Tenant. A breach by Tenant shall become a default under this Lease if, and only if, one or more of the following events occur:

(A) Rent. Tenant fails to pay to Landlord when due any installment of Monthly Rent, Additional Rent or other sums required by this Lease to be paid by Tenant to Landlord, and Tenant fails to cure such breach within ten (10) days after Tenant receives Notice of Breach (as defined in Paragraph 15(c) from Landlord; provided, however, that if Tenant and Landlord dispute the amount of Monthly Rent, other than Base Rent, that is due under the Lease and Tenant timely elects to arbitrate the dispute, Tenant shall not be in default unless Tenant fails to pay the amount not in dispute within ten (10) days after Tenant receives Notice of

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Breach from Landlord or fails to pay the disputed amount (as determined by arbitration) within ten (10) days after Tenant receives notice of the arbitrators’ determination;

(B) Educational Enhancement. Tenant fails to provide any of the educational enhancement facilities or services as required by Paragraph 23, and Tenant fails to cure such breach within thirty (30) days after Tenant receives Notice of Breach from Landlord or, if such breach is incapable of being cured within thirty (30) days, Tenant fails to commence curing such breach within thirty (30) days following its receipt of Notice of Breach from Landlord or to diligently pursue completion of such cure thereafter; provided, however, that if Tenant timely elects to arbitrate such breach, Tenant shall not be in default unless Tenant fails to cure such breach within thirty (30) days following Tenant’s receipt of notice of the arbitrators’ determination that a breach has occurred or, if such breach is incapable of being cured within thirty (30) days, Tenant fails to commence curing such breach within thirty (30) days following its receipt of such notice or to diligently pursue completion of such cure thereafter;

(C) Transfer. Tenant Transfers (as defined in Paragraph 14) all or any portion of Tenant’s interest in the Property or this Lease in violation of the provisions of Paragraph 14, and Tenant fails to cure such breach within thirty (30) days after Tenant receives Notice of Breach from Landlord; provided, however, that if Tenant timely elects to arbitrate such breach, Tenant shall not be in default unless Tenant fails to cure such breach within thirty (30) days following Tenant’s receipt of notice of the arbitrators’ determination that a breach has occurred;

(D) Intentionally Omitted.

(E) Cooperation. Tenant fails to execute documents or to cooperate with Landlord as required by this Lease, and Tenant fails to cure such breach within twenty (20) days following its receipt of Notice of Breach from Landlord or, if such breach is incapable of being cured within twenty (20) days, Tenant fails to commence curing such breach within twenty (20) days following its receipt of such Notice of Breach or to diligently pursue completion of such cure thereafter; provided, however, that if Tenant timely elects to arbitrate such breach, Tenant shall not be in default unless Tenant fails to cure such breach within twenty (20) days following its receipt of notice of the arbitrators’ determination that a breach has occurred or, if such breach is incapable of being cured within twenty (20) days, Tenant fails to commence curing such breach within twenty (20) days following its receipt of such determination or to diligently pursue such cure thereafter;

(F) Other Obligations. Tenant breaches any of its other obligations under this Lease and Tenant fails to cure such breach within the time period expressly provided for in this Lease or, if no such period is expressly provided for, then (X) Tenant fails to cure such breach within thirty (30) days following its receipt of Notice of Breach from Landlord, or (Y) if such breach is incapable of being cured within thirty (30) days, Tenant fails to commence curing such breach within thirty (30) days following

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its receipt of such Notice of Breach or to diligently pursue completion of such cure thereafter; provided, however, that if Tenant timely elects to arbitrate such breach, Tenant shall not be in default unless Tenant fails to cure such breach within the time period set forth above in this subparagraph 15(b) (i) (F), except that such period shall commence as of the date Tenant receives notice of the arbitrators’ determination that a breach has occurred.

(ii) Default by Landlord. A breach by Landlord shall become a default under this Lease if, and only if, one or more of the following events occurs:

(A) Approvals. Landlord disapproves, withholds or delays approval of any permit, request or application of Tenant in violation of any provision of this Lease, including without limitation the provisions regarding approval of Transfer and Landlord fails to cure such breach within twenty (20) days following its receipt of Notice of Breach from Tenant or, if such breach is incapable of being cured within twenty (20) days, Landlord fails to commence curing such breach within twenty (20) days following its receipt of such Notice of Breach or to diligently pursue completion of such cure thereafter; provided, however, that if Landlord timely elects to arbitrate such breach, Landlord shall not be in default unless Landlord fails to cure such breach within twenty (20) days following its receipt of notice of the arbitrators’ determination that a breach has occurred or, if such breach is incapable of being cured within twenty (20) days, Landlord fails to commence curing such breach within twenty (20) days following its receipt of such determination or to diligently pursue such cure thereafter;

(B) Cooperation. Landlord fails to execute documents or to cooperate with Tenant as required by this Lease, and Landlord fails to cure such breach within twenty (20.) days following its receipt of Notice of Breach from Tenant or, if such breach is incapable of being cured within twenty (20) days, Landlord fails to commence curing such breach within twenty (20) days following its receipt of such Notice of Breach or to diligently pursue completion of such cure thereafter; provided, however, that if Landlord timely elects to arbitrate such breach, Landlord shall not be in default unless Landlord fails to cure such breach within twenty (20) days following its receipt of notice of the arbitrators’ determination that a breach has occurred or, if such breach is incapable of being cured within twenty (20) days, Landlord fails to commence curing such breach within twenty (20) days following its receipt of such determination or to diligently pursue such cure thereafter;

(C) Reimbursements. Landlord fails to make any reimbursement or other payment to Tenant when due as required by this Lease, and Landlord fails to cure such breach within thirty

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(30) days following its receipt of Notice of Breach from Tenant; provided, however, that if Landlord timely elects to arbitrate such breach, Landlord shall not be in default unless Landlord fails to cure such breach within thirty (30) days following its receipt of notice of the arbitrators’ determination that a breach has occurred;

(D) Other Obligations. Landlord breaches any of its other obligations under this Lease, which breach impairs, hinders, prevents or delays Tenant’s ability to obtain any governmental approvals or permits, to obtain financing for the Project, or to develop the Project as contemplated by this Lease, or otherwise materially and adversely affects Tenant or any Leasehold Mortgagee, and Landlord fails to cure such breach within the time period expressly provided for in this Lease or, if no such period is expressly provided for, then (X) Landlord fails to cure such breach within thirty (3 0) days following its receipt of Notice of Breach from Tenant, or (Y) if such breach is incapable of being cured within thirty (3 0) days, Landlord fails to commence curing such breach within thirty (3 0) days following its receipt of such Notice of Breach or to diligently pursue completion of such cure thereafter; provided, however, that if Landlord timely elects to arbitrate such breach, Landlord shall not be in default unless Landlord fails to cure such breach within the time period set forth above in this subparagraph 15 (b) (ii) (D), except that such period shall commence as of the date Landlord receives notice of the arbitrators’ determination that a breach has occurred.

(c) Notice and Opportunity to Perform.

(i) Notice of Breach. Unless expressly provided otherwise in this Lease, no breach by a party shall be deemed to have occurred under this Lease unless another party first delivers to the non-performing party a written request to perform or remedy (the “Notice of Breach”), stating clearly the nature of the obligation which such non-performing party has failed to perform, and stating the applicable period of time described in Paragraphs 15(a) and (b), above.

(ii) Failure to Give Notice of Breach. Failure to give, or delay in giving, Notice of Breach shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. Except as otherwise expressly provided in this Lease, any failures or delays by either party in asserting any rights and remedies as to any breach shall not operate as a waiver of any breach or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive such party of the right to institute and maintain any actions or proceedings which it may deem appropriate to protect, assert or enforce any such rights or remedies.

(d) Remedies in Event of Default. If a default occurs under this Lease, the non-defaulting party shall have the remedies described below.

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(e) Landlord’s Remedies. Landlord shall have the following remedies with respect to a default by Tenant:

(i) Termination. Subject to the rights of Leasehold Mortgagees contained in Paragraph 20, Landlord shall have the right to give Tenant three (3) days’ notice of intention to terminate this Lease and thereupon, at the expiration of said three (3) days, this Lease shall terminate as fully and completely as if that day were the day herein definitely fixed for the expiration of the Term hereof and Tenant shall then quit and surrender the Project to Landlord, but Tenant shall remain liable as provided in this Lease. If Tenant fails to so quit and surrender the Project as aforesaid, Landlord shall have the right to re-enter the Project and dispossess Tenant and the legal representatives of Tenant and all other occupants of the Project by unlawful detainer or other summary proceedings, or other proceedings allowed by law, and remove their effects and regain possession of the Project (but Landlord shall not be obligated to effect such removal).

(ii) Continuation. In the event of any default under this Lease by Tenant (and regardless of whether or not Tenant has abandoned the Project), this Lease shall not terminate unless Landlord, at Landlord’s option, elects to terminate Tenant’s right to possession as provided herein, or, at Landlord’s further option, by the giving of any notice (including, without limitation, any notice preliminary or prerequisite to the bringing of legal proceedings in unlawful detainer) to terminate Tenant’s right to possession. For so long as this Lease continues in effect, Landlord may enforce all of Landlord’s rights and remedies under this Lease, including, without limitation, the right to recover all rent as it becomes due hereunder. For the purposes of this Lease, the following shall not constitute termination of Tenant’s right to possession: (i) acts of maintenance or preservation or efforts to relet the Project; or (ii) the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease.

(iii) Additional Rights and Remedies of Landlord. In the event of Tenant’s default under this Lease Landlord shall have the following rights and remedies in addition to the rights and remedies set forth above:

(A) If Landlord elects to terminate this Lease, Landlord shall have the right to remove any and all persons and personal property from the Project pursuant to such rights and remedies as the laws of the State of California shall then provide or permit, but Landlord shall not be obligated to effect such removal (said property may, at Landlord’s option, be stored or otherwise dealt with as provided within this Lease or as such laws may then provide or permit, including, without limitation, the right of Landlord to sell or otherwise dispose of the same or to store the same, or any part thereof, in a warehouse or elsewhere at the expense and risk of and for the account of Tenant);

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(B) If Landlord does not elect to terminate this Lease, Landlord shall have the rights and remedies provided by California Civil Code Section 1951.4, which allows Landlord to continue this Lease in effect and to enforce all of its rights and remedies under this Lease, including, without limitation, the right to recover rent and additional charges as they become due for as long as Landlord does not terminate Tenant’s right to possession; provided, however, if Landlord elects to exercise its remedies described in this subparagraph and Landlord does not terminate this Lease, and if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of the Project at such time as Tenant is in default, Landlord shall not unreasonably withhold its consent to such assignment or sublease; and

(C) Landlord shall have the right to enforce, to the extent permitted by the laws of the State of California then in force and effect any other rights or remedies set forth in this Lease or otherwise applicable hereto by operation of Applicable Law or contract.

(iv) Injunction. In the event of a default by Tenant under any of the terms, covenants, conditions, provisions or agreements of this Lease, Landlord shall additionally have the right of injunction. Tenant’s failure for any reason, to comply with an injunction ordered by a court shall constitute a breach under this Lease. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, at law or in equity, unless this Lease expressly precludes Landlord from having one or more specified remedies.

(v) Action to Interpret or Enforce. At any time during the Lease Term, Landlord may commence an action to interpret or enforce the terms and conditions of this Lease.

(vi) Right to Specific Performance. Upon any default by Tenant, Landlord may commence an action against Tenant for damages and/or specific performance. Tenant’s failure for any reason, to comply with specific performance ordered by a. court shall constitute a breach under this Lease.

(vii) Assignment of Subrents. As additional security for the performance of Tenant’s obligations under this Lease and regardless of whether this Lease has been terminated, Tenant assigns to Landlord all subrents and other sums due from Project Subtenants, licensees, and concessionaires. Subject to the provisions of Paragraph 2 0 and the rights of Leasehold Mortgagees to notice and opportunity to cure contained therein, in the event of a default by Tenant hereunder, Landlord may recover against such sums all amounts owed it and its rights to such sums shall be prior to the rights of any other party including, without limitation, any Leasehold Mortgagees; provided, however, that Landlord shall not exercise its rights under the above assignment of subrents and other sums due from Project Subtenants for so long as Tenant’s Leasehold Mortgagees are diligently pursuing cure, pursuant to the terms of this Lease, of such default, but in no event shall

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Landlord be prevented from exercising such rights for longer than six (6) consecutive months following the occurrence of a default that is for the nonpayment of money.

(viii) Fees and Expenses.

(A) Breach. If Tenant shall be in breach in the performance of any obligation on Tenant’s part to be performed under this Lease, Landlord may immediately without notice in situations where Landlord reasonably believes an emergency exists, or at any time after the expiration of Tenant’s cure period (excluding any periods relating to arbitration) for such breach in all other situations with prior notice to Tenant, perform the same for the account of Tenant. If Landlord at any time is compelled to pay or elects to pay any sum of money or do any act which will require the payment of any sum of money (including, without limitation, employment of attorneys or incurring of costs), by reason of the failure of Tenant to comply with a term, covenant, condition, provision or agreement hereof, or if Landlord is compelled to incur or elects to incur any expense (including, without limitation, reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding, whether or not such action or proceeding proceeds to judgment) by reason of any breach of Tenant hereunder, the sum or sums so paid or incurred by Landlord, together with interest at the then maximum rate Landlord is allowed by law to charge Tenant by contract but in no event more than fifteen percent (15%) per annum (the “Tenant’s Default Rate”), shall be due from Tenant to Landlord promptly upon demand by Landlord and receipt by Landlord of evidence of the amount. Any award for damages shall bear interest from the date of award at the Tenant’s Default Rate. The parties hereby specifically acknowledge and agree that the remedy of specific performance which may be asserted against Tenant is fair, just and reasonable and that there is adequate consideration for the granting of this remedy to Landlord.

(B) Definitions. For purposes of subparagraph (C) below, “cooperation” means the rendering of assistance, advice or consent at the request of a party to this Lease, and shall include reviewing, conferring, discussing, analyzing, negotiating, assisting, preparing and executing documents, and other similar activities related to the ongoing contractual relations between the parties created in this Lease. “Expenses” means the reasonable out-of-pocket expenses incurred by a party, including but not limited to the fees of outside accountants, attorneys and other consultants reasonably required to render cooperation.

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(C) Responsibility for Expenses Incurred with respect to Cooperation. The parties agree that in the event that a party (the “cooperating party”) incurs expenses in cooperating with the other party (the “requesting party”), the requesting party or the cooperating party will pay the expenses of cooperation as follows:

(1) Expenses Borne by a Cooperating Party. Subject to the provisions of subparagraph (3) below, expenses of cooperation shall be borne by the cooperating party with respect to the following matters:

a. Requests for cooperation concerning the execution of nondisturbance, subordination and/or attornment agreements or estoppel certificates;

b. Requests for transfers or assignment of any interest pursuant to paragraph 14 of this Lease.

c. Any request for cooperation in connection with paragraphs 1(c), 5(a) and 12(g) of the Lease.

(2) Expenses Borne by a Requesting Party. Subject to the provisions of subparagraph (3) below, except for the expenses set forth in subparagraph (1) above, all other expenses of cooperation shall be borne by the requesting party with respect to all other matters arising from requests for cooperation under the Lease, including but not limited to the following matters:

a. Requests to amend, change or alter the terms of this Lease (except to effect matters referred to in subparagraph (1) above);

b. Requests to change the permitted uses of the Property under this Lease;

c. Requests to change the parties under this Lease; and

d. Requests for cooperation in connection with paragraph 4(a) of the Lease.

(3) Expenses Borne as Specified in the Lease. The expenses for cooperation and other matters specifically addressed in other provisions of this Lease, shall be borne as set forth in such provisions.

(f) Tenant’s Remedies. Tenant shall have the following remedies with respect to a default by Landlord:

(i) In General. At any time during the Lease Term Tenant may commence an action against Landlord to interpret or enforce the terms and conditions of this Lease. Upon any default by Landlord, Tenant may commence an action against Landlord for damages, specific performance and/or injunctive relief provided that Tenant’s right to damages against Landlord under this Lease shall be subject to the limits on Landlord’s personal liability hereunder set forth in Paragraph 15. Landlord’s failure for any reason, to comply with specific performance ordered by a court shall constitute a breach under this Lease. Upon any default by Landlord, at any time during the Lease Term Tenant may, but shall not be obligated to, cure such default and recover all costs and

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expenses incurred, in connection with such cure (including, without limitation, reasonable attorneys’ fees) from Landlord, together with interest thereon from the date such costs and expenses are incurred at the then maximum rate Tenant is allowed by law to charge by contract but in no event more than fifteen percent (15%) per annum (the “Landlord’s Default Rate”). Such reimbursement shall be made immediately upon demand from Tenant and Landlord’s receipt from Tenant of reasonable evidence of the amount of such costs and expenses. Any award for damages shall bear interest from the date of award at Landlord’s Default Rate. The parties hereby specifically acknowledge and agree that the remedy of specific performance which may be asserted against Landlord is fair, just and reasonable and that there is adequate consideration for the granting of this remedy to Tenant.

(ii) Additional Remedies.

(A) In the event of any default by Landlord under the Lease, Tenant may commence an action against Landlord for damages and/or specific performance. Landlord’s failure to comply with specific performance ordered by a court, for any reason, shall constitute a breach under this Lease.

(B) In the event of any default by Landlord under the Lease, Tenant shall also have the right of injunction. Landlord’s failure to comply with an injunction ordered by a court, for any reason, shall constitute a breach under this Lease. Mention in this Lease of any particular remedy shall not preclude Tenant from any other remedy, at law or in equity, unless this Lease expressly precludes Tenant from having one or more specified remedies.

(C) If Tenant obtains a judgment against Landlord at any time during the Lease Term, Tenant shall have, in addition to all rights at law to enforce such judgment, the right to offset against the next installments of Monthly Rent and other sums to become due to Landlord under this Lease the outstanding amount of such award together with interest thereon at the Landlord’s Default Rate from the date such judgment is awarded, until all such amounts have been paid to or recovered by Tenant in full.

(D) Tenant waives and releases all rights and benefits under California Civil Code Sections 1932 (but excluding that portion of Section 1932 relating to quiet possession), 1933(3) and (4), and 1934, and under any similar law, statute, or ordinance now or hereafter in effect.

(g) Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Lease, the rights and remedies of the parties described above are cumulative, and the exercise by either party of one or more of such rights, or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies provided hereunder for the same breach or default or for any other breach or default by the other party.

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(h) Landlord’s Liability Limitation. No individual board member, official or employee of Landlord or District shall be personally liable to Tenant or any successor in interest of Tenant in the event of any breach or default by Landlord, or for any amount that may become due to Tenant or any successor, or for any obligation under the terms of this Lease, or for any representation or warranty made hereunder. This Paragraph 15(h) deals only with Landlord’s personal liability under this Lease and shall have no effect on whether or not Landlord is in breach or default under this Lease. Landlord agrees that there will be no cancellation surrender or modification of the Master Lease which would materially affect full and meaningful realization of the remedy granted to Tenant under this Lease, without the prior written consent of Tenant.

16. ARBITRATION OF DISPUTES.

(a) REQUEST FOR ARBITRATION. ANY DEFAULT OR DISPUTE SHALL BE ARBITRATED ONLY IF A PARTY DELIVERS SUCH REQUEST IN WRITING TO THE OTHER PARTY HERETO (i) IN THE CASE OF AN ALLEGED DEFAULT, WITHIN TEN (10) DAYS AFTER A NOTICE OF DEFAULT IS DELIVERED TO A PARTY, OR (ii) IN ALL OTHER CASES WITHIN THIRTY (30) BUSINESS DAYS AFTER ONE PARTY NOTIFIES THE OTHER OF THE DESIRE TO ARBITRATE FOLLOWING THE OCCURRENCE OF SUCH DISPUTE. IF A DEFAULT OR DISPUTE IS TIMELY SUBMITTED TO ARBITRATION PURSUANT TO THIS LEASE, NO DEFAULT SHALL BE DEEMED TO HAVE OCCURRED UNDER THIS LEASE UNLESS AND UNTIL THERE HAS BEEN A DETERMINATION OF DEFAULT BY THE ARBITRATORS IN THE MANNER PROVIDED IN PARAGRAPH 15(b) BELOW. IN CONNECTION WITH ANY SUCH ALLEGED DEFAULT, THE SOLE DUTY OF THE ARBITRATORS SHALL BE TO DETERMINE WHETHER A DEFAULT HAS OCCURRED, THE NATURE THEREOF, THE PARTY IN DEFAULT AND THE ACTIONS (INCLUDING THE AMOUNTS OF ANY SUMS TO BE PAID) NECESSARY TO CURE SUCH DEFAULT. THE DECISION OF THE ARBITRATORS SHALL BE FINAL AND BINDING UPON THE PARTIES IN ANY LATER ACTION OR PROCEEDING CONCERNING THE DEFAULT BEING ARBITRATED. IF ARBITRATION IS NOT REQUESTED WITHIN THE TIME ALLOWED UNDER THIS LEASE, ANY DISPUTE RELATING TO SUCH CLAIMED DEFAULT MAY NOT LATER BE SUBMITTED TO ARBITRATION BUT SHALL BE JUDICIALLY DETERMINED.

(b) ARBITRATION PROCEDURES. ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE LARGE COMPLEX CASE PROGRAM RULES OF THE AMERICAN ARBITRATION ASSOCIATION (EXCEPT AS PROVIDED IN THE NEXT SENTENCE), AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THE LARGE COMPLEX CASE PROGRAM RULES OF THE AMERICAN ARBITRATION ASSOCIATION, THE FOLLOWING SHALL APPLY: THE PARTY DESIRING ARBITRATION SHALL APPOINT. A DISINTERESTED PERSON AS ARBITRATOR ON ITS BEHALF AND GIVE NOTICE THEREOF TO THE OTHER PARTY WHO SHALL, WITHIN TEN (10) DAYS THEREAFTER, APPOINT A SECOND DISINTERESTED PERSON AS ARBITRATOR ON ITS BEHALF AND GIVE WRITTEN NOTICE THEREOF TO THE FIRST PARTY; THE ARBITRATORS THUS APPOINTED SHALL APPOINT A

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THIRD DISINTERESTED PERSON, AND SUCH THREE (3) ARBITRATORS SHALL, AS PROMPTLY AS POSSIBLE, DETERMINE THE MATTER WHICH IS THE SUBJECT OF THE ARBITRATION. IF A PARTY WHO HAS THE. RIGHT PURSUANT TO THE FOREGOING TO APPOINT AN ARBITRATOR FAILS OR NEGLECTS TO DO SO, THEN, AND IN SUCH EVENT, SUCH PARTY SHALL BE DEEMED TO HAVE WAIVED ITS RIGHT TO APPOINT AN ARBITRATOR PURSUANT TO THIS PARAGRAPH. IF THE TWO ARBITRATORS APPOINTED BY THE PARTIES SHALL FAILED WITHIN FIVE (5) DAYS AFTER THE APPOINTMENT OF THE SECOND ARBITRATOR TO APPOINT A THIRD ARBITRATOR, THEN EITHER PARTY MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION TO APPOINT SUCH ARBITRATOR. IF THE AMERICAN ARBITRATION ASSOCIATION IS NOT THEN IN EXISTENCE OR FOR ANY REASON FAILS OR REFUSES TO ACT, THE ARBITRATION SHALL BE HAD IN CONFORMITY WITH AND SUBJECT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 12 8 0 ET SEQ. AS SAID STATUTES THEN APPEAR, INCLUDING ANY AMENDMENTS TO SAID STATUTES OR SUCCESSORS TO SAID STATUTES OR AMENDED STATUTES. THE LOCALE OF ANY ARBITRATION HEARING SHALL BE SANTA CLARA COUNTY, CALIFORNIA. THE PARTIES SHALL HAVE THE RIGHT OF DISCOVERY AS PROVIDED BY CALIFORNIA CODE OF CIVIL PROCEDURE §1280 ET SEQ., AS SAID STATUTES THEN APPEAR, INCLUDING ANY AMENDMENTS TO SAID STATUTES OR SUCCESSORS TO SAID STATUTES OR AMENDED STATUTES THE PARTIES AGREE TO SIGN ALL DOCUMENTS AND TO DO ALL OTHER THINGS NECESSARY TO SUBMIT ANY SUCH MATTER FOR ARBITRATION, AND FURTHER AGREE TO, AND HEREBY DO, WAIVE ANY AND ALL RIGHTS THEY OR EITHER OF THEM MAY AT ANY TIME HAVE TO REVOKE THEIR AGREEMENT HEREUNDER TO SUBMIT TO ARBITRATION ONCE THE MATTER HAS BEEN SUBMITTED, AND TO ABIDE BY THE DECISION RENDERED THEREUNDER. THE ARBITRATORS SHALL NOT HAVE ANY POWER TO MODIFY OR AMEND ANY OF THE TERMS OF THIS LEASE.

NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES’’ PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.

TENANT:
NEXUS PROPERTIES, INC., a California corporation
By:
Its:	President

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KINETIC SYSTEMS, INC., a California corporation
By:
Its:	President
DIGITAL SQUARE, INC., a California corporation
By:
Its:	President
R. DARRELL GARY, individually
MICHAEL J. REIDY, individually
MICHAEL J. REIDY, as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST
LANDLORD:
MISSION-WEST VALLEY LAND CORPORATION, A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION
By
Its	President
By
Its	Vice President
By
Its

17. Inspection of Premises. Subject to the reasonable requirements of Tenant or any subtenant of the Premises regarding security, Landlord and its authorized representatives shall have the right, but not the obligation, to enter the Project at any reasonable times, after giving Tenant three (3) business days prior written notice, for any of the following purposes: to determine whether Tenant is complying with its obligations under this Lease; to do any necessary maintenance and to make any restoration that Landlord has the right to perform; to serve, post or keep posted any notices required or allowed under the provisions of this Lease; to post notices of nonresponsibility; to post “for rent” or “for lease” signs and to show to prospective tenants during the last one

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(1) year of the Term, or during any period while Tenant is in material default; to show the Project to prospective brokers, agents, buyers, tenants or persons interested in an exchange, at any time during the Term; and to do any act or thing reasonably necessary for the safety or preservation of the Project if any excavation or other construction is undertaken or is about to be undertaken on any adjacent property or nearby street. Landlord shall use its best efforts not to disturb or interfere with the use by Tenant or any subtenant of the Premises.

Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord’s entry on the Project as provided in this Paragraph other than those caused by Landlord’s negligence or willful misconduct, and nothing contained in this Lease shall create or imply any duty on the part of Landlord to make any such inspection or to perform any such work.

Tenant shall not be entitled to an abatement or reduction of rent on account of Landlord’s exercising any rights reserved in this Paragraph, and no such entry shall constitute an eviction of Tenant or of any Project Subtenant.

18. Covenants of Parties.

(a) Landlord covenants and agrees to keep and perform all the terms, covenants, agreements and conditions thereof on its part to be kept and performed, and that Tenant will, subject to the terms and conditions hereof, have the quiet enjoyment and possession of the Premises for the entire Term.

(b) Tenant covenants and agrees to pay the rent and all other sums required to be paid by Tenant hereunder in the amounts, at the times and in the manner herein provided and to keep and perform all the terms, covenants and conditions hereof on its part to be kept and performed, and, at the expiration or sooner termination of this Lease, peaceably and quietly to quit and surrender to Landlord the Premises in the condition required by Paragraph 6(b) herein and subject to the other provisions of this Lease.

19. Estoppel Certificates. Each party agrees that at any time and from time to time during the Term, within ten (10) days after request by the other party hereto, it will execute, acknowledge and deliver to such other party or to any prospective purchaser, assignee or mortgagee designated by such other party, a certificate stating the following: (i) that this Lease is unmodified and in force and effect (or if there have been modifications, that this Lease is in force and effect as modified, and identifying the modification agreements); (ii) the date to which rent has been paid; (iii) whether or not there is to such party’s knowledge, any existing default by Tenant in the payment of any rent or other sum of money hereunder, and whether or not there is to such party’s knowledge, any other existing default by either party hereto with respect to which a notice of default has been or

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could then be served or any event or omission which but for the passing of time or giving of notice or both would constitute a default by either party hereto and, if there is any such default, event or omission, specifying the nature and extent thereof; (iv) whether or not there are any security deposits, setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate; and (v) such other matters as may be reasonably requested.

20. Mortgages.

(a) Leasehold Mortgages.

(i) Right to Encumber and Assign. Tenant is hereby given the right at any time and from time to time, in addition to any other rights herein granted, without Landlord’s prior written consent, to mortgage, hypothecate, encumber or otherwise alienate Tenant’s interest in this Lease, the Project, or any part or parts thereof (a “Leasehold Mortgage”). Tenant may assign this Lease, or any part or parts thereof, and any sublease as collateral security for such Leasehold Mortgage(s), upon the condition that all rights acquired under such Leasehold Mortgage(s) shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord herein, except as otherwise provided in this Lease. The term “Leasehold Mortgage,” whenever used herein, shall include whatever security instruments are used in the locale of the Premises, such as, without limitation, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the California Commercial Code and all other written agreements between Tenant and Leasehold Mortgagee(s) concerning the Leasehold Mortgage(s).

(ii) Mortgagee’s Rights to Notice and Right to Cure. If Tenant and/or Tenant’s successors and assigns shall mortgage this leasehold, or any part or parts thereof, and if the holder (s) of such Leasehold Mortgage(s) (a “Leasehold Mortgagee”) shall send to Landlord a true copy thereof, together with written notice specifying the name and address of the mortgagee, then so long as any Leasehold Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the Leasehold Mortgagee(s) to Landlord, the following provisions shall apply:

(A) There shall be no cancellation, surrender or modification of this Lease by joint action of Landlord and Tenant without the prior consent in writing of the Leasehold Mortgagee(s), which consent may be withheld in a Leasehold Mortgagee’s sole discretion, provided that in the case of a termination of this Lease due to an Event of Default by Tenant, the Leasehold Mortgagee is taking those steps required pursuant to this Paragraph 20 to prevent a termination.

(B) Landlord shall, upon serving Tenant with any notice of default, simultaneously serve a copy of such notice

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upon the Leasehold Mortgagee(s). No notice by Landlord to Tenant shall be binding upon or affect the Leasehold Mortgagee(s) unless a copy of the notice shall be given to the Leasehold Mortgagee(s) pursuant to this paragraph. The Leasehold Mortgagee(s) thereupon shall have the same period as is allowed Tenant, after service of such notice upon it and computed from and after the date the cure period afforded to Tenant has expired, to remedy or cause to be remedied the defaults complained of (but not be obligated to so act), and Landlord shall accept such performance by or at the instigation of such Leasehold Mortgagee (s) as if the same had been done by Tenant. If Leasehold Mortgagee(s) does remedy any such default, it shall be subrogated to all of Landlord’s rights as to that default. If a Leasehold Mortgagee sends Landlord a written request that Landlord advise as to whether or not Landlord believes that Tenant has cured any default, Landlord agrees to respond to such request not later than the later of the following: (i) ten (10) business days following Landlord’s receipt thereof, or (ii) expiration of the cure period afforded to Tenant.

(C) If any default shall occur which, pursuant to any provision of this Lease, entitles Landlord to terminate this Lease, and if, before the expiration of the time allowed Tenant and the Leasehold Mortgagee(s) to cure the default, such Leasehold Mortgagee(s) shall have notified Landlord of its desire to nullify such notice and shall have paid to Landlord all Monthly Rent and Additional Rent and other payments herein provided for, and then in default, and shall have complied or shall commence the work of complying with all of the other requirements of this Lease (other than past nonmonetary defaults which cannot be cured by the Leasehold Mortgagee(s), if any, and which are then in default), and shall prosecute the same to completion with reasonable diligence, then in such event Landlord shall not be entitled to terminate this Lease.

(D) If Landlord shall elect to terminate this Lease by reason of any default of Tenant, the Leasehold Mortgagee(s) shall have the right to nullify any notice of termination by curing such default, as aforesaid, but shall also have the right to postpone and extend the specified date for the termination of this Lease as fixed by Landlord in its notice of termination, for a period of not more than six (6) months. If, at the end of said six (6) month period, the Leasehold Mortgagee(s) shall be actively engaged in steps to acquire or sell Tenant’s interest herein, the time of said Leasehold Mortgagee to comply with the provisions of this Paragraph shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence and continuity. This right is conditioned upon the Leasehold Mortgagee(s) curing or causing to be cured any then existing monetary defaults and meanwhile paying the Monthly Rent, Additional Rent and complying with and performing all of the other terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past nonmonetary defaults which cannot be cured by the Leasehold Mortgagee, and further conditioned upon the Leasehold Mortgagee(s) taking steps to acquire or sell Tenant’s interest in this Lease by foreclosure of the Leasehold Mortgage(s), or otherwise, and prosecuting the same to completion with all due diligence.

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(iii) Mortgagee as Insured. Landlord agrees that the name of the Leasehold Mortgagee(s) may be added to the “Loss Payable Endorsement” of any and all insurance policies required to be carried by Tenant hereunder on condition that the insurance proceeds are to be applied in the manner specified in the Leasehold Mortgage(s) so long as such terms are not inconsistent with the terms of this Lease.

(iv) New Lease. Landlord agrees that in the event of termination of this Lease for any reason other than a default by Tenant for nonpayment of Monthly Rent or Additional Rent and other payments herein provided for, or upon Mortgagee’s acquisition of the leasehold by foreclosure (or in lieu thereof), that Landlord will enter into a new lease of the Premises with the Leasehold Mortgagee(s) or its successor(s) or assignee(s), for the remainder of the Term, effective as of the date of such termination, at the Monthly Rent and Additional Rent and upon the terms, provisions, covenants and agreements as herein contained and subject only to the same conditions of title as this Lease is subject to on the date of the execution hereof, and to the rights, if any, of any parties then in possession of any part of the Premises, provided:

(A) Said Leasehold Mortgagee(s) or its successor(s) or assignee(s) shall make written request upon Landlord for such new lease within sixty (60) days after the date of such termination and such written request is accompanied by payment to Landlord of sums then due to Landlord under this Lease.

(B) Said Leasehold Mortgagee(s) or its successor(s) or assignee(s) shall pay to Landlord at the time of the execution and delivery of said new lease, any and all sums which would at the time of the execution and delivery thereof, be due pursuant to this Lease but for such termination.

(C) Said Leasehold Mortgagee(s) or its successor(s) or assignee(s) shall perform and observe all covenants herein contained on Tenant’s part to be performed and shall further remedy any other conditions which Tenant under the terminated Lease was obligated to perform under the terms of this Lease other than nonmonetary covenants or conditions that cannot be performed by Leasehold Mortgagee(s) or its successor(s). Upon execution and delivery of such new lease, any subleases which may have theretofore been assigned and transferred by Tenant to Landlord, as security under this Lease, shall thereupon be deemed to be held by Landlord as security for the performance of all of the obligations of Tenant under the new lease.

(D) The Tenant under such new lease shall have the same right, title and interest in the Premises as Tenant had under the terminated Lease and Landlord shall execute all deeds, assignments and other documents reasonably required by the Tenant under such new Lease to accomplish this result.

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(E) The new lease shall be assignable by the Leasehold Mortgagee or its successor or assignee, as the Tenant under the new Lease, subject to all of the terms and provisions set forth in Paragraph 13 above with respect to an assignment by Tenant.

(v) Condemnation Proceeds. Any proceeds resulting from the exercise of the power of eminent domain, either by court proceeding or by agreement between the condemning authority and Landlord and Tenant, shall be distributed in accordance with the provisions of Paragraph 13 of the Lease. Notwithstanding any other provision of this Lease, the Leasehold Mortgagee(s) shall be entitled to receive Tenant’s portion of any condemnation award, to the extent set forth in any Leasehold Mortgages. There shall be no termination of this Lease under Paragraph 13 without the written consent of each Leasehold Mortgagee. Landlord agrees to give each Leasehold Mortgagee the notice required to be given to Tenant pursuant to Paragraph 12(c), at the time such notice is given to Tenant.

(vi) Notice of Arbitration Proceedings. The Leasehold Mortgagee(s) shall be given notice by Tenant or Landlord (whichever initiates the arbitration proceedings) of any voluntary arbitration proceedings by the parties hereto, and shall have the right to protect its interest therein and be made a party to such proceedings, and the parties hereto do hereby consent to such participation. If the Leasehold Mortgagee(s) shall not elect to participate in or become a party to such proceedings, the Leasehold Mortgagee(s) shall receive notice of, and a copy of any award or decision made in, said arbitration proceedings, but shall not be bound by any such award or decision.

(vii) Further Documentation. Landlord shall, within thirty (3 0) days after request from Tenant, execute and acknowledge in recordable form and deliver to each Leasehold Mortgagee(s), and cause Master Lessor and any lender having a mortgage, deed of trust or other security on the interest of Landlord or Master Lessor in the Premises, Lease or Master Lease to (a) execute and acknowledge in recordable form and deliver to each Leasehold Mortgagee(s), an agreement prepared at no expense to Landlord other than Landlord’s review costs, including without limitation fees of attorneys and consultants), in form satisfactory to such Leasehold Mortgagee(s), wherein the parties agree that so long as the Leasehold Mortgagee(s) complies with the provisions of this Paragraph 20 neither the Leasehold Mortgage nor the Leasehold Mortgagee’s interest in this Lease or the Project will be disturbed as the result of any default under the Master Lease or a termination of the Master Lease, or as a result of any default under any mortgage, deed of trust or other security on the interest of District in the Premises or the Master Lease, and containing such other terms reasonably requested by such Leasehold Mortgagee(s), and (b) provide written assurances for the benefit of the Leasehold Mortgagee(s) consistent with this Paragraph 20.

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(viii) Requirement for Subtenant’s Attornment. Tenant hereby agrees that in all subleases or assignments of its interest in this Lease, it shall require of its subtenants that they agree to attorn to the Leasehold Mortgagee(s) or a Leasehold Mortgagee’s successor or assignee in the event that a Leasehold Mortgagee or its successors or assignees at any foreclosure sale or otherwise acquires Tenant’s interest in this Lease.

(ix) One Mortgage, One Debt. No Leasehold Mortgage shall cover any interest in real property other than the Premises. No Leasehold Mortgage permitted by this Lease shall cover more than one indebtedness. If the Premises is subdivided, separate Leasehold Mortgages may be placed on separate parcels.

(x) Landlord Cooperation. Landlord agrees to reasonably cooperate from time to time in amending any provision of this Lease to the extent of normal and customary requirements of Leasehold Mortgagees for the purpose of allowing the Leasehold Mortgagee to protect or preserve the lien of the Leasehold Mortgage, provided any such amendment shall not affect, in any way, the Term or rent under this Lease nor otherwise in any material respect adversely affect the security or other rights of Landlord under this Lease. Landlord shall incur no costs in connection with such cooperation, except for its review costs (including without limitation fees of attorneys and consultants).

(xi) Anti-Merger. There shall be no merger of this Lease with the fee estate or the estate created by the Master Lease (the “Master Leasehold Estate”) by reason of the fact that the same person or entity (or related persons or affiliated entities) is a Tenant or a subtenant under the Lease and also the holder of all or a portion of the fee interest or Master Leasehold Estate in the Property, unless all persons or entities having any interest in the Lease, the fee estate, and the Master Leasehold Estate (including any Leasehold Mortgagee(s)), join in a written instrument effecting such merger.

(xii) Liability of Leasehold Mortgagee. No Leasehold Mortgagee or any successor or assignee nor any owner of Tenant’s leasehold estate whose interest shall have been acquired at a judicial foreclosure or a trustee’s sale, by deed or assignment in lieu of foreclosure, or by a conveyance, assignment or transfer of such leasehold interest by a Leasehold Mortgagee or its successor or assignee having acquired such leasehold interest as a result of its rights under a Leasehold Mortgage, shall become personally liable under the agreements, terms, covenants or conditions of this Lease unless and until such time as the Leasehold Mortgagee or such owner becomes the owner of such interest and then only for obligations and liabilities accruing during or relating to the period during which it is the owner of such interest, subject to the provisions of Paragraph 14(b), with respect to release from liability on assignment. Nothing herein shall limit Landlord’s ability to pursue its remedies, including without limitation termination of the Lease, for pre-existing defaults, subject to the provisions of Paragraph 20 (a) (ii).

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(xiii) Landlord’s Bankruptcy. In the event of Landlord’s bankruptcy, and the rejection of this Lease by Landlord’s trustee, Tenant shall not exercise its right to elect between terminating this Lease or remaining in possession under the Lease without the prior written consent of the Leasehold Mortgagee(s).

(xiv) Priority of Liens. If more than one (1) Leasehold Mortgagee exercises its rights under this Lease and there is a conflict which renders it impossible for Landlord to comply with the request of multiple Leasehold Mortgagees, the request of the Leasehold Mortgagee whose Leasehold Mortgage is prior in lien shall prevail.

(b) Landlord Mortgages. Tenant acknowledges that at any time and from time to time during the Lease Term, Landlord and/or District shall have the right to mortgage, pledge, deed in trust, assign rents, issues and profits, collaterally assign, and/or otherwise encumber the leasehold interest of Landlord in the Master Lease and the interest of Landlord in this Lease and to assign or pledge assignment of the same as security for any debt (the holder of any such mortgage, pledge or other encumbrance and the beneficiary of any such deed of trust or assignment being referred to in this Lease as a “Landlord Mortgagee” and the mortgage, pledge, deed of trust, assignment or other instrument referred to in this Lease as a “Landlord Mortgage”), upon and subject to each and all of the following terms and conditions:

(i) Rights Acquired Subject to Lease Provisions. All rights acquired by Landlord Mortgagees under their Landlord Mortgages shall be and remain at all times subordinate to this Lease and the rights of Tenant under this Lease and shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease and to all rights of Tenant hereunder, none of which covenants, conditions and restrictions is or shall be waived by Tenant by reason of the giving of such Landlord Mortgage. Landlord agrees to cause all Landlord Mortgagees to execute in recordable form, from time to time for the benefit of Tenant and Leasehold Mortgagees, a subordination agreement reaffirming the provisions of this Paragraph 20(b) and containing such other terms and conditions as may be reasonable requested by Tenant or a Leasehold Mortgagee.

(ii) Landlord’s Default Under Lease. If Landlord encumbers its interest in this Lease with a Landlord Mortgage as permitted herein, and if Tenant is advised in writing of the name and address of the Landlord Mortgagee, then this Lease shall not be terminated or canceled because of Landlord’s default in the performance of any term, covenant or condition hereof until Tenant has complied with the provisions of subparagraph (iii) immediately below; provided, however, that unless a Leasehold Mortgagee is notified of the name and address of such Landlord Mortgagee, such Leasehold Mortgagee and its successor and assignee shall not be bound by this provision, if Landlord has been advised of the name and address of such Leasehold Mortgagee.

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(iii) Rights and Obligations of Landlord Mortgagees. If Landlord encumbers its interest in this Lease with a Landlord Mortgage then, as long as any such Landlord Mortgage remains unsatisfied, the following provisions shall apply:

(A) Modifications of Lease. Subject to Tenant’s rights of termination pursuant to this Lease, Tenant shall not cancel, surrender, or materially modify or amend this Lease in the absence of a default by Landlord without the prior written consent of the Landlord Mortgagee.

(B) Notices. If any such Landlord Mortgagee registers its name and address in writing with Tenant, no Notice of Breach by Tenant to Landlord shall be deemed to have been duly given unless and until a copy thereof has been delivered to the Landlord Mortgagee at the address registered with Tenant. Tenant shall give any registered Landlord Mortgagee notice of any assignment of Tenant’s interest in this Lease. If a Landlord Mortgagee sends Tenant a written request that Tenant advise the Landlord Mortgagee as to whether or not Landlord has cured any default, Tenant shall respond to such request within ten (10) business days following Tenant’s receipt thereof.

(C) Right to Cure. If any default shall occur which, pursuant to any provision of this Lease, entitles Tenant to terminate this Lease, and if, before the expiration of the time allowed Landlord and the Landlord Mortgagee(s) to cure the default, such Landlord Mortgagee(s) shall have notified Tenant of its desire to nullify such notice and shall have paid to Tenant all amounts owed to Tenant then in default, and shall have complied or shall commence the work of complying with all of the other requirements of this Lease, other than past nonmonetary defaults which cannot be cured by the Landlord Mortgagee(s) if any are then in default, and shall prosecute the same to completion with reasonable diligence, then in such event Tenant shall not be entitled to terminate this Lease.

(D) Landlord Mortgagee’s Right to Cure. If Tenant shall elect to terminate this Lease by reason of any default of Landlord, the Landlord Mortgagee(s) shall have the right to nullify any notice of termination by curing such default, as aforesaid, but shall also have the right to postpone and extend the specified date for the termination of this Lease as fixed by Tenant in its notice of termination for a period of not more than six months. If at the end of said six month period, the Landlord Mortgages) shall be actively engaged in steps to acquire or sell Landlord’s interest in this Lease, the time of said Landlord Mortgagee to comply with the provisions of this Paragraph shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence and continuity. This right is conditioned upon the Landlord Mortgagee(s) curing or causing to be cured any then existing monetary defaults and complying with and performing all of the other terms, conditions and provisions of this Lease on Landlord’s part to be complied with and perform, other than past non-monetary defaults which cannot be

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cured by the Landlord Mortgagee, and further conditioned upon the Landlord Mortgagee(s) taking steps to acquire or sell Landlord’s interest in this Lease by foreclosure of the Landlord Mortgage(s) or otherwise and shall prosecute the same to completion with all due diligence.

(E) Limitations on Liability. No Landlord Mortgagee nor any owner of Landlord’s leasehold estate whose interest shall have been acquired at a judicial foreclosure or a trustee’s sale, by deed or assignment in lieu of foreclosure, or by a conveyance, assignment or transfer of such leasehold interest by a Landlord Mortgagee having acquired such leasehold interest as a result of its rights under a Landlord Mortgage shall become liable under the agreements, terms, covenants or conditions of this Lease unless and until such time as the Landlord Mortgagee or such owner becomes the owner of such interest and then only for obligations and liabilities accruing during or relating to the period during which it is the owner of such interest.

(iv) Tenant’s Cooperation. Tenant agrees to reasonably cooperate from time to time in amending any provision of this Lease to the extent of normal and customary requirements of Landlord Mortgagee(s) for the purpose of allowing the Landlord Mortgagee to protect and preserve the lien of the Landlord Mortgage, provided any such amendment shall not affect, in any way, the Term or rent under this Lease nor otherwise in any material respect adversely affect the rights of Tenant under this Lease. Tenant shall not incur any costs in connection with such cooperation, except for its review costs (including without limitation fees of attorneys and consultants).

Except as expressly allowed by this Paragraph 20, during the Term Landlord shall not mortgage, pledge or otherwise encumber the Project or Landlord’s interest in this Lease or the Project.

(v) Conflict. If more than one (1) Landlord Mortgagee exercises its rights under this Lease and there is a conflict which renders it impossible for Tenant to comply with the request of multiple Landlord Mortgagees, the request of the Landlord Mortgagee whose Landlord Mortgage is prior in lien shall prevail.

21. Waiver of Partition Rights

The parties agree that it would not be equitable to divide or partition the Premises or the leasehold interest under this Lease, and acknowledge that Landlord would not have entered into this Lease if such a division or partition were allowed to occur. Therefore, NEXUS, KS, DS, GARY, REIDY and BONAGUIDI, jointly and severally, hereby waive to the fullest extent permitted by law, any benefit of, any right to, or participation in, any rights that they have to bring an action for judicial partition and require a sale of only a portion of the Premises or the leasehold interest under this Lease. To the extent that such rights are required by statute and cannot be waived, NEXUS, KS, DS, GARY, REIDY, and BONAGUIDI

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jointly and severally, waives any right to enforce any remedy that they now have or may hereafter have against Landlord except for the remedy of a sale of the entire Premises or the entire leasehold interest under this Lease. Any transfer, assignment or sublease pursuant to any action for partition shall be subject to the provisions of Paragraph 14 herein. The parties further agree that any action, ruling, decision, or other determination to divide or partition the Premises or the leasehold interest under this Lease shall be deemed to be a default under the terms of this Lease as provided under Paragraph 15(b) (i) (F), and that Landlord shall be entitled to enforce all remedies for default provided under Paragraph 15 of this Lease in such an event. In addition, Tenant shall pay as Additional Rent reasonable attorney’s fees incurred by Landlord in its participation in any action, ruling, decision, or other determination to divide or partition the Premises or the leasehold interest under this Lease.

22. Hazardous Material. Tenant shall have the right to use and store Hazardous Materials in or about the Project provided that such Hazardous Materials are reasonably necessary or useful to the business of Tenant or any subtenant of the Project and are used, kept and stored in a manner that complies with all applicable laws; said use is consistent with and permitted by the zoning and other governmental restrictions applicable to the Project; said use would be allowed in connection with “Group B Occupancies” under the provisions of Chapter 7 of the 1991 Uniform Building Code commencing with Section 701, said provision being attached hereto as Exhibit K; and does not violate Paragraph 4 of this Lease. Tenant shall indemnify, defend and hold Landlord harmless with respect to all damage, liability, penalties, judgments, losses, claims and expenses with respect to the presence of Actionable levels of Hazardous Materials in, on, under or abut the Premises except this indemnity shall not apply to the presence prior to the Effective Date, of any Hazardous Materials in, on, under or about the Premises or to any Hazardous Materials which migrate underground to the Premises from a location other than the Premises and such Hazardous Material was not released by or caused to be released by Tenant or any of its subtenants, members, owners, employees, agents, contractors or consultants. Tenant’s obligation to indemnify Landlord pursuant to the foregoing sentence shall include any and all costs or expenses incurred by Landlord pursuant to the foregoing sentence shall include any and all costs or expenses incurred by Landlord (including consultants’ and attorneys’ fees) in connection with any investigations, cleanup and other response or remediation actions which Landlord may incur in connection with Actionable levels of Hazardous Materials for which Tenant is responsible hereunder. Without limiting the generality of the foregoing, Tenant’s indemnification obligation pursuant to this Paragraph 20 shall include the following costs or expenses: (i) losses in or reductions to rental income; (ii) all costs of investigation, cleanup or other remediation on or about the Premises; and (iii) any diminution in the fair market value of the Premises which results from the presence of Hazardous Materials upon or about the Premises. Without limiting the foregoing, if the presence of any Hazardous Material for which Tenant must indemnify

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Landlord under the above indemnity is detected at the Premises Tenant shall promptly take all actions at its sole expense as are necessary to bring the Project or Premises into compliance with any and all applicable governmental restrictions; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, no open flame burning and gasoline or other fuel storage (except such storage as is merely incidental to the normal course of business of a nonhazardous trade, business or occupation being carried on at the Project) shall be carried on at the Project or Premises without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion.

As used herein, the term “Hazardous Material” means any hazardous, explosive or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or is listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) listed under Division 21.5 or defined as hazardous or extremely hazardous pursuant to Division 22 of Title 26 of the California Code of Regulations, (viii) designated as a “toxic pollutant” pursuant to Section 307 of the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq., as amended), (ix) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903), or (x) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601). “Actionable” levels of Hazardous Material shall mean the quantity of such Hazardous Material which would violate applicable Hazardous Materials laws or which would be required to be remediated or removed by a governmental authority legally authorized to regulate Hazardous Materials in the environment.

Each Party shall immediately notify the other of any discovery of Hazardous Material on or about the Premises, or of any investigation or enforcement proceeding concerning Hazardous Material on or about the Premises. Each party shall have the right to participate in negotiations with, and the right to appear and defend in hearings conducted by, any governmental agency concerning any Hazardous Material on or about the Premises.

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23. Educational Enhancement.

(a) Job Training; Seminars and Research. Tenant shall cooperate with the staff designated by Landlord as being responsible for implementing and coordinating any program desired by Landlord pursuant to which Tenant or any Project Subtenants are encouraged to provide job training, seminars and research opportunities for College students. Tenant’s obligations under this Paragraph 23 shall be as follows:

(i) Tenant shall include or cause to be included in each Project Subtenant Lease a general acknowledgement whereby the Project Subtenant recognizes the existence and purpose of said program, and the mutual benefit which could arise from the successful implementation of such program. Each such Project Subtenant Lease shall contain a statement whereby the Project Subtenant acknowledges that:

(A) The College is a source of education and training for employees of the Project Subtenants;

(B) The College is a source of in-service training and joint training programs;

(C) The College is a source of trained employees;

(D) The College is a source of cultural activities;

(E) The College is a potential partner in joint seminars, conferences and research; and

(F) The College is a source of part-time employees.

(ii) Tenant shall, upon the request of Landlord, meet with Landlord and make reasonable efforts to facilitate a first meeting or other first communication between Landlord and any Project Subtenant designated by Landlord for participation in said program.

(iii) Not more than once each calendar year, Landlord may provide Tenant with a list of the types of job training, seminars and research opportunities it would like to have available for College students. Tenant shall provide said list to Project Subtenants and encourage them to offer such opportunities.

(b) Educational Allowance. On or before the Commencement Date, Tenant shall pay to District the sum of Seventy-Five Thousand Dollars ($75,000.00), to constitute a contribution towards an allowance for the District to either (1) construct

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laboratory improvements on the Mission Community College campus or (2) support other educational facilities located within the District, in the District’s sole and absolute discretion. Said contribution shall not be applied or credited in any way towards any other obligation of Tenant’s under this Lease.

24. District’s Rights. District is hereby expressly made a third party beneficiary of all the rights given to it against Tenant and all the obligations owed to it by Tenant pursuant to the terms of this Lease; provided, however, that such rights and obligations shall be subject to the cure and arbitration provisions set forth in this Lease in connection with such rights and obligations, and in no event shall Tenant be required to perform the same obligation for the benefit of both Landlord and District to the extent that such performance would be materially more burdensome than it would be if done for the benefit of only one of such parties. Landlord and Tenant hereby agree not to modify this Lease as to any such rights and/or obligations without receiving District’s prior written consent, which consent shall not be unreasonably withheld or delayed.

25. District’s Cooperation. Where appropriate due to District’s interest in the Property, Landlord shall use its best efforts to cause District to give such approvals, sign such documents and give such cooperation as Landlord is required to give or sign, as the case may be, pursuant to the term of this Lease.

26. General Provisions.

(a) Attorneys’ Fees. If any action at law or in equity shall be brought to recover any rent under this Lease, or for or on account of any breach of or to enforce or interpret any of the terms, covenants, agreements or conditions of this Lease, or for the recovery of the possession of the Premises, the prevailing party shall be entitled to recover from the other party such prevailing party’s costs, including without limitation reasonable attorneys’ fees.

(b) Obligations Joint and Several, Successors and Assigns. In the event any party to the matters contained in this Lease shall consist of more than one person, firm or corporation, then the obligations of that party shall be joint and several as between all such persons, firms or corporations. Except as otherwise provided in this Lease, this Lease shall be binding upon and inure to the benefit of the heirs, administrators, successors and assigns of the parties, and each of them, when Landlord or Tenant consists of more than one person or entity.

(c) Integrated Agreement. This Lease supersedes all negotiations and stipulations that precede it, and constitutes the entire agreement between the parties concerning the subject matter of this Lease.

(d) California Law - Forum. The laws of the State of California shall govern the validity, construction and effect of

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this Lease. This Lease is made and all obligations hereunder arise and are to be performed in the County of Santa Clara, State of California.

(e) Severability. If any provision of this Lease shall be invalid or unenforceable for any reason whatsoever, all other provisions herein shall remain in full force and effect.

(f) Time of the Essence. Time is hereby expressly declared to be of the essence of this Lease and of each and every term, covenant, agreement, condition and provision hereof.

(g) Paragraph Headings. Paragraph headings in this Lease are for convenience only and are not to be construed as a part of this Lease or as in any way limiting or amplifying the provisions hereof.

(h) Remedies Cumulative. Except as otherwise expressly provided in this Lease, all remedies hereinbefore and hereafter conferred upon the parties hereto shall be deemed cumulative and no one exclusive of the other or of any other remedy conferred by law.

(i) Lease Construed as a Whole. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning and not strictly for nor against either Landlord or Tenant.

(j) Meaning of Terms. Whenever the context so requires, the neuter gender shall include the masculine and the feminine, and the singular number shall include the plural, and vice versa.

(k) Notices. All notices, demands, or other writings in this Lease provided to be given or made or sent, or which may be given or made or sent by either party shall be either hand delivered or sent by courier service, registered or certified mail or facsimile transmission. The giving of any notice by hand delivery, courier service, or facsimile transmission shall be effective on the date of delivery to the addressee. Any notice mailed by registered or certified mail shall be deemed given or delivered on the third (3rd) business day after the same is deposited in a United States Post Office with charges prepaid, enclosed in an envelope and addressed to the parties at the addresses first set forth above. The address to which any such notice, demand or other writing may be given or made or sent may be changed by either party upon written notice given by either party in the manner specified in this Paragraph 26.

(l) Unavoidable Default or Delay. Any prevention, delay, nonperformance, or stoppage due to causes beyond the reasonable control of the party obligated to perform shall excuse nonperformance of a period equal to such prevention, delay, nonperformance, or stoppage. This shall not apply to the obligations imposed by this Lease for the payment of rent or other money.

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(m) Waiver. None of the terms, covenants, agreements or conditions of this Lease can be waived except by the written consent of the party benefitting from the provision to be waived. No waiver by a party shall be construed to be a waiver of any subsequent or other breach of this same or of any other covenant, condition, term or agreement of this Lease, nor shall failure on the part of Landlord or Tenant to require exact, full and complete compliance with any of the covenants, conditions, terms and agreements of this Lease be construed as changing the terms hereof or estopping such party from enforcing the full provisions hereof, nor shall the terms of this Lease be changed or altered in any manner whatsoever other than by written agreement of Landlord and Tenant. No delay, failure or omission of any party to exercise any right, power or privilege or option hereunder shall be construed as a waiver of or acquiescence in a breach hereunder or as a relinquishment of any right.

(n) Brokerage Commission. Landlord and Tenant shall indemnify and hold harmless the other from any claim, liability or expense for the payment of any real estate brokerage commissions or finder’s fees or other compensation to any agents, brokers, finders or salesmen in connection with the leasing of the Premises incurred by the indemnifying party. If anyone makes a claim for such payment based upon a contact, dealings or communications, the party through whom the broker or finder makes this claim shall indemnify, defend with counsel of the indemnified party’s choice and hold the indemnified party harmless from all expense, loss, damage and claims, including the indemnified party’s attorneys’ fees, if necessary, arising out of the broker’s or finder’s claim.

(o) Disclaimer of Partnership. The relationship of the parties under this Lease is that of Landlord and Tenant. This Lease is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture or association as between Landlord and Tenant.

(p) Holding Over. Any holding over with the written consent of Landlord after the expiration or earlier termination of this Lease shall be construed to be a tenancy from month-to-month. All provisions of this Lease, except those pertaining to the Term and any option to extend or renew shall apply to the month to month tenancy.

(q) Multiple Tenants. Landlord and Tenant agree that, during any period during which Tenant shall consist of more than one person or entity, such entities must act jointly and collectively, and not individually, for any action on their part to be considered a valid act by Tenant under this Lease. Tenant shall appoint a single representative to act on Tenant’s behalf in connection with this Lease (“Tenant’s Representative”). Tenant hereby appoints NEXUS whose address is 174 0 Technology Drive, Suite 315, San Jose, California 95110 as Tenant’s Representative. Tenant may change this designation only by a writing signed by all persons or entities comprising Tenant. In no event shall Landlord be required to recognize any substitute designee as Tenant’s

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Representative if all persons or entities comprising Tenant have not joined in such designation. Notice to NEXUS shall be deemed to be notice to Tenant and KS, DS, GARY, REIDY and BONAGUIDI, jointly and severally, hereby agree that NEXUS may receive notice on their behalf and waive any further right or claim to have notice given to them for any reason whatsoever. Landlord’s performance of its obligations hereunder or payment of funds due hereunder to Tenant’s Representative shall constitute full performance and/or payment to Tenant. Tenant hereby represents and warrants that it is not a partnership. A breach of the Lease by Tenant’s Representative or any person or entity constituting a portion of Tenant shall be considered a breach by Tenant. To be effective any request for consent, cooperation or otherwise of Landlord must be delivered from Tenant’s Representative. The timely performance of Tenant’s obligations under this Lease shall not be forgiven, waived, relieved, or otherwise excused by reason of the death, dissolution, supervision, incapacity, or other legal disability to act of Tenant’s Representative. In the event of the death, dissolution, suspension, incapacity or other legal disability to act of Tenant’s Representative, Tenant shall designate a successor Tenant’s Representative no later than ten (10) working days after such event. In the event Tenant fails to so designate successor Tenant’s Representative, Landlord shall be entitled to tender any performance or deliver any notice under this Lease (including but not limited to notice of default and payment of any monies hereunder) to any one of the entities comprising Tenant, and any such performance or delivery shall be deemed valid under this Lease.

27. Right of First Refusal.

(a) If at any time during the term of this Lease Landlord transfers its interest in the fee ownership of the Property to a successor in interest that is not subject to the California Education Code or California Government Code (“Codes”) or similar governmental laws or regulations concerning transfer or lease of the property, then that successor in interest shall be subject to the following right of first refusal. The provisions of this Paragraph 27 shall not apply to any transfer to any entity which transfer or entity would be subject to the Codes or similar governmental laws or regulations.

(b) If at any time during the term of this Lease Landlord desires to sell all or any portion of the Premises, Landlord shall so advise Tenant. If at any time during the term of this Lease, Landlord has received a bona fide offer to purchase all or any portion of the Premises from a third party or parties who are not subject to the public bidding requirements and procedures applicable to sales of property by Landlord as such requirements and procedures may be contained in the California Education Code or the California Government Code as amended from time to time, and Landlord is prepared to accept such an offer, then provided that Tenant is not then in default under this Lease beyond any cure period allowed pursuant to the provisions of this Lease, Landlord shall first offer to sell the Premises to Tenant by delivering to

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Tenant a copy of the offer to purchase that Landlord is willing to accept (the “Third Party Purchase Offer”). Within ten (10) days after delivery of the Third Party Purchase Offer to Tenant, Tenant shall notify Landlord of whether it desires to purchase the Premises on the same terms and conditions as set forth in the Third Party Purchase Offer. Tenant’s failure to advise Landlord of its election within this ten (10) day period shall constitute an election by Tenant not to purchase the Premises on the terms and conditions set forth in the Third Party Purchase Offer. If Tenant notifies Landlord of its desire to purchase the Premises within this ten (10) day period, Landlord and Tenant shall enter into an agreement for the purchase and sale of the Premises within ninety (90) days after delivery of Tenant’s notice to Landlord. If Tenant elects not to purchase the Premises, Landlord shall have the right to sell the Premises to a third party on the terms and conditions set forth in the Third Party Purchase Offer, provided such contract is entered into within twelve (12) months after Tenant’s election not to purchase the Premises. If Landlord fails to enter into the Third Party Purchase Offer with a third party within the twelve (12) month period required by the prior sentence, Landlord shall not enter into an agreement for the purchase and sale of the Premises until Landlord has again offered Tenant the right to purchase the Premises as required by this Paragraph 27.

IN WITNESS WHEREOF, the parties have executed this Lease on the dates next to each signature below.

	LANDLORD:
	MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation
Dated:	By:
	Its:	Director
Dated:	By:
	Its:	President
Dated:	By:
	Its:	Vice President
Dated:	By:
	Its:	Director

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Dated:	By:
	Its:
Dated:	By:
	Its:
Dated:	By:
	Its:
	TENANT:
	NEXUS PROPERTIES, INC., a California corporation
Dated:	By:
	Its:	President
	KINETIC SYSTEMS, INC., a California corporation
Dated:	By:
	Its:	PRESIDENT
	DIGITAL SQUARE, INC., a California corporation
Dated:	By:
	Its:	President
Dated:
	R. DARRELL GARY, individually
Dated:
	MICHAEL J. REIDY, individually
Dated:
	MICHAEL J. REIDY, as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST

R1567.DG-10/2/97

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EXHIBIT B

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Parcel 12 as shown on that certain Parcel Map filed in the Office of the Recorder of the County of Santa Clara, State of California on September 17, 1990 in Book 618 of Maps, pages 27, 28, 29, 30 and 31, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123, page 154, Official Records.

Exhibit B

Mission College Burrowing Owl Management Plan

November 23, 1994

Mission College Burrowing Owl Working Group

Intent:

The intent of this plan is to maintain a viable colony of burrowing owls on Mission College property well into the future. In order to facilitate this plan the College is taking a leadership role. Recognizing the need to act aside sufficient suitable habitat, as well as, maintaining this habitat for the long-term are primary goals. All owls in conflict with development, either on lands owned by the College or leased out by the College will be subject to this plan. It is not the intent of this plan that the Burrowing Owl Working Group usurp the power of the West Valley-Mission-Community College Board of Trustees.

Proposed Plan:

This plan has been formulated by the Mission College Burrowing Owl Working Group and the elements are as follows.

I. Management Map

A. The College will manage its own lands to encourage the nesting and foraging of burrowing owls.

B. The lands to be managed for owls will be designated on the Burrowing Owl Management Map.

II. Habitat Management Responsibilities of Mission College

A. As a part of its operations, the College will manage foraging habitats, as designated on the Management Map, as follows:

1. If rodents need to be killed outside buildings, mechanical traps or other means approved by the Working Group may be used.

2. Grass may be mowed where appropriate.

3. If land disturbances are planned, the Burrowing Owl Working Group will be consulted by the College to recommend ways to protect owls or habitat in the disturbance area.

B. As a part of its operations, the College will manage nesting habitats, as designated on the Management Map, as follows:

1. Ground squirrels will be allowed to live undisturbed 50 feet around nests.

2. To protect nesting birds and their chicks, pesticides, herbicides and irrigation will not be used in nesting habitat.

3. Grass may be mowed where appropriate.

4. When land disturbances are planned, the Burrowing Owl Working Group will be consulted by the College to recommend ways to protect owls or habitat in the disturbance area.

C. If the College is aware of owls on a development site, they will consult the Working Group.

III. Role of Leased Lands

A. This plan is not intended to stop planned development, but rather to provide a plan which attempts to protect the owls during development and to accommodate them after development has occurred.

B. If a lessee is aware of owls in a development site, they will consult the Working Group.

Exhibit C

1

IV. Mission College Burrowing Owl Working Group

A. A Burrowing Owl Working Group will be established to oversee the management plan and the on-going preservation of the owls. The Working Group will provide information on the location of owls to the College and lessees and will make recommendations regarding developments that will affect owls or owl habitat.

B. The Working Group will be composed of:

1. Janis Taylor Buchanan, as long as she is available, or a burrowing owl advocate, if she is not;

2. a Mission College representative;

3. Lynne Trulio, for as long as she is available, or an independent burrowing owl researcher, if she is not;

4. a representative of the West Valley-Mission Community College District,

5. a representative of each leaseholder, for decisions affecting leased land.

C. New members of the Working Group will be selected by current members of the Group, subject to approval by the West Valley-Mission Community College District Board of Trustees.

D. The activities of the Working Group will include:

1. preparing the Management Map;

2. coordinating passive relocation of owls on-site, active relocating owls off-site, and creation of artificial burrows;

3. consulting with the College, lessees and consultants;

4. providing information to the College and lessees on owl locations and recommendations on habitat enhancements;

5. preparing annual reports, and

6. designing owl-compatible landscaping and grading.

V. Timing

A. The Working Group will exist as long as the Department of Fish and Game (DFG) and U.S. Fish and Wildlife Service (USFWS) require monitoring of burrowing owl relocations required as a result of development activity.

B. The existence of the Working Group, thereafter, will be at the discretion of the Working Group.

C. The plan will exist as long as owls are present on lands owned or leased out at Mission College. If owls are not present for five consecutive years, the Working Group will reevaluate the need for the Management Plan.

VI. Funding

A. Funding for expenses for burrowing owl preservation activities required by the DFG and USFWS will come from the District and/or developers of leased land at the College. The funding amount should cover all necessary project-related owl movement or preservation activities, such as passive owl relocation, artificial burrow creation, or off-site relocation.

B. The District or developer may contract with the Working Group or a qualified consultant of its choice to perform required work. Funding is only obligated to the extent required by the DFG and USFWS. If the Working Group is not hired, no funding to the Working Group is required.

C. Any mitigation or relocation plan must be consistent with this Management Plan and must be acceptable to the DFG and USFWS.

2

D. Passive relocation usually includes the following:

1. owl observation

2. mound building

3. tunnel and box materials

4. owl eviction

5. landscaping

6. agency permitting and consultation

7. monitoring

8. annual monitoring reports

E. Off-site relocation usually includes the items listed for passive relocation as well as the following:

1. capturing and moving owls

2. hacking owls into new burrows

F. The Working Group will be available to consult with the College or lessees on burrowing owl issues which arise on a day-to-day basis. Such issues could include habitat maintenance, owl-compatible landscaping, injured owls or other owl-related concerns.

VII. Off-site Relocation

A. At some point, the Working Group may determine that the College lands have reached their burrowing owl carrying capacity and can support no further increases in nesting habitat.

B. If, after efforts are made to preserve owls on-site, owls must be moved to an off-site location, the Working Group or its designated consultant will develop a plan for such relocations utilizing the mitigation measures as outlined in the Mercado Santa Clara and Mission College Office Development Draft Environmental Impact Report Addendum/Supplement, subject to the approval of the DFG and USFWS.

VIII. Annual Reporting

A. The Working Group or its designated consultant will prepare annual monitoring reports as required by the DFG and USFWS for the period required by permits. The report will also be submitted to the Santa Clara City Planning Director and the West Valley-Mission Community College District Board of Trustees.

B. When monitoring reports are not required by the DFG or USFWS, the Working Group will prepare an annual report for the Santa Clara City Planning Director and the West Valley-Mission Community College District Board of Trustees detailing its activities, the status of the owls on campus or movement of the owls off campus.

3

ADDENDUM TO THE MISSION COLLEGE BURROWING OWL MANAGEMENT PLAN

Background

The West Valley-Mission Community College District (the “District”) operates Mission College (the “College”) on property located in Santa Clara, California (the “College lands”), as shown on the map of the College attached hereto and incorporated herein by reference as Exhibit A.

The region where the College lands are located is one where burrowing owls (the “owls”) have been known, to reside, and some of the owls have nested in portions of the College lands, as well as in other nearby areas.

As a condition of its approval of the environmental impact report prepared for the private development of District-owned lands located next to the College lands, the City Council of Santa Clara, on September 13, 1994, required the District to develop and implement a plan to relocate those owls that would be in conflict with this private development.

In compliance with this condition, the District’s Board of Trustees (the “Board”) adopted the Mission College Burrowing Owl Management Plan dated November 23, 1994 (the “Plan”), a copy of which is attached hereto and incorporated herein by reference as Exhibit B.

The Plan was formulated by the Burrowing Owl Working Group (the “Group”), and provided that the College would consult with the Group in the event of future development of the College lands disturbing the owls and their habitat. It is not the intent of the Plan to stop planned development of the College lands or to usurp the Board’s authority over the College or the College lands.

The District now intends to construct certain improvements and structures upon the College lands, to be called the High Tech Student Center (the “Student Center”). The District has made a determination that the most desirable site for the Student Center is upon the eastern part of the College lands (the “east field”), where relocatable classroom facilities (the “relocatables”) are now located. This site is shown as the “Student Center location” on Exhibit A. As a result, the relocatables must be moved from their present location. The District intends to move the relocatables to a site on the western part of the College lands (the “west field”), near a site where two earthen berms have been placed which currently contain owl nests.

In keeping with the intent of the Plan as described above, the purpose of this Addendum is to provide a plan for the construction of the Student Center and the attendant movement of the relocatables and is made in recognition of the need to maintain the current construction schedule, a copy of which is attached hereto and incorporated by reference as Exhibit C.

1. The proposed location of the relocatables and improvements to be placed on the west field (the “temporary classroom site”), as shown on Exhibit A, and the placement and construction of the relocatables and improvements as described below, is an approved and an acceptable action under the Plan.

2. During the movement of the relocatables from the east field to the temporary classroom site (the “construction period”), the District agrees to place a construction fence around the site of the two existing earthen berms that are marked on Exhibit A (the “existing berms”), and shall not knock over, dig up, push over, bulldoze, flatten, grade, or physically alter the existing berms.

3. Other than the placement of a new earthen berm (the “new berm”) in the west field at the location shown on Exhibit A as the “new berm,” no construction shall take place on the site marked on Exhibit A as the “new owl habitat” from the approval of the Addendum by all necessary parties until March 1, 2007 (the “moratorium”). During the moratorium, the new owl habitat shall be considered as nesting habitat under the Plan and the District shall not be required to maintain the new owl habitat, other than as required under weed abatement or other nuisance ordinances of the City of Santa Clara, or to spend or commit any funds for the new owl habitat area.

4. At the end of the construction period, a split-rail fence shall be installed around both the existing berms and the new owl habitat, shown on Exhibit A as the “split-rail fence.”

5. On the southern part of the College lands (the “college south field”), the existing earthen berm (the “old south field berm”) shown on Exhibit A as the “old south field berm” shall be removed and replaced with a new berm (the “new south field berm”) shown on Exhibits D-1 and D-2 as alternative configurations, as the “new south field berm.”

6. In the college south field there are current nesting sites occupied by owls (the “nesting sites”). No parking, paving or grading activity shall take place within the 15 foot radius designated around the nesting sites, marked on Exhibit A as the “nesting sites.” Any other owls present at the start of construction will be removed in a timely manner to allow the construction schedule to be maintained.

7. The configurations of the college south field parking, as shown on Exhibits D-1 and D-2 as the “south field parking,” is an approved and an acceptable improvement, and may be modified so long as the new south field berm and the nesting sites are not changed.

8. Subject to this Addendum, the District continues to reserve the right to make future long-term or short-term changes on the College lands as it determines to be necessary and appropriate for the purpose of maintaining, improving and expanding the educational and related facilities at Mission College.

9. Nothing herein is intended to waive the District’s rights under the Plan except as specified herein.

10. Except as provided in this Addendum, all of the terms and conditions of the Plan shall remain in full force and effect and the Plan is hereby reconfirmed in its entirety.

11. The Mission College Burrowing Owl Working Group hereby recommends and approves this Addendum.

Janis Buchanan	Lynne Trulio
Michael Rao, Mission
College Representative	West Valley-Mission Community
	College Representative
Richard Reisman,	Bill Burns, Mission Real
Jim Joseph Representative	Estate Representative

Mission College Burrowing Owl Management Plan

November 23, 1994

Mission College Burrowing Owl Working Group

Intent:

The intent of this plan is to maintain a viable colony of burrowing owls on Mission College property well into the future. In order to facilitate this plan the College is taking a leadership role. Recognizing the need to set aside sufficient suitable habitat, as well as, maintaining this habitat for the long-term are primary goals. All owls in conflict with development, either on lands owned by the College or leased out by the College will be subject to this plan. It is not the intent of this plan that the Borrowing Owl Working Group usurp the power of the West Valley-Mission Community College Board of Trustees.

Proposed Plan:

This plan has been formulated by the Mission College Burrowing Owl Working Group and the elements are as follows.

I. Management Map

A. The College will manage its own lands to encourage the nesting and foraging of burrowing owls.

B. The lands to be managed for owls will be designated on the Burrowing Owl Management Map.

II. Habitat Management Responsibilities of Mission College

A. As a part of its operations, the College will manage foraging habitats, as designated on the Management Map, as follows:

1. If rodents need to be killed outside buildings, mechanical traps or other means approved by the Working Group may be used.

2. Grass may be mowed where appropriate.

3. If land disturbances are planned, the Burrowing Owl Working Group will be consulted by the College to recommend ways to protect owls or habitat in the disturbance area.

B. As a part of its operations, the College will manage nesting habitats, as designated on the Management Map, as follows:

1. Ground squirrels will be allowed to live undisturbed 50 feet around nests.

2. To protect nesting birds and their chicks, pesticides, herbicides and irrigation will not be used in nesting habitat.

3. Grass may be mowed where appropriate.

4. When land disturbances are planned, the Burrowing Owl Working Group will be consulted by the College to recommend ways to protect owls or habitat in the disturbance area.

C. If the College is aware of owls on a development site, they will consult the Working Group.

III. Role of Leased Lands

A. This plan is not intended to stop planned development, but rather to provide a plan which attempts to protect the owls during development and to accommodate them after development has occurred.

B. If a lessee is aware of owls in a development site, they will consult the Working Group.

Exhibit B

1

IV. Mission College Burrowing Owl Working Group

A. A Burrowing Owl Working Group will be established to oversee the management plan and the on-going preservation of the owls. The Working Group will provide information on the location of owls to the College and lessees and will make recommendations regarding developments that will affect owls or owl habitat.

B. The Working Group will be composed of:

1. Janis Taylor Buchanan, as long as she is available, or a burrowing owl advocate, if she is not;

2. a Mission College representative;

3. Lynne Trulio, for as long as she is available, or an independent burrowing owl researcher, if she is not;

4. a representative of the West Valley-Mission Community College District,

5. a representative of each leaseholder, for decisions affecting leased land.

C. New members of the Working Group will be selected by current members of the Group, subject to approval by the West Valley-Mission Community College District Board of Trustees.

D. The activities of the Working Group will include:

1. preparing the Management Map;

2. coordinating passive relocation of owls on-site, active relocating owls off-site, and creation of artificial burrows;

3. consulting with the College, lessees and consultants;

4. providing information to the College and lessees on owl locations and recommendations on habitat enhancements;

5. preparing annual reports, and

6. designing owl-compatible landscaping and grading.

V. Timing

A. The Working Group will exist as long as the Department of Fish and Game (DFG) and U.S. Fish and Wildlife Service (USFWS) require monitoring of burrowing owl relocations required as a result of development activity.

B. The existence of the Working Group, thereafter, will be at the discretion of the Working Group.

C. The plan will exist as long as owls are present on lands owned or leased out at Mission College. If owls are not present for five consecutive years, the Working Group will reevaluate the need for the Management Plan.

VI. Funding

A. Funding for expenses for burrowing owl preservation activities required by the DFG and USFWS will come from the District and/or developers of leased land at the College. The funding amount should cover all necessary project-related owl movement or preservation activities, such as passive owl relocation, artificial burrow creation, or off-site relocation.

B. The District or developer may contract with the Working Group or a qualified consultant of its choice to perform required work. Funding is only obligated to the extent required by the DFG and USFWS. If the Working Group is not hired, no funding to the Working Group is required.

C. Any mitigation or relocation plan must be consistent with this Management Plan and must be acceptable to the DFG and USFWS.

2

D. Passive relocation usually includes the following:

1. owl observation

2. mound building

3. tunnel and box materials

4. owl eviction

5. landscaping

6. agency permitting and consultation

7. monitoring

8. annual monitoring reports

E. Off-site relocation usually includes the items listed for passive relocation as well as the following:

1. capturing and moving owls

2. hacking owls into new burrows

F. The Working Group will be available to consult with the College or lessees on burrowing owl issues which arise on a day-to-day basis. Such issues could include habitat maintenance, owl-compatible landscaping, injured owls or other owl-related concerns.

VII. Off-site Relocation

A. At some point, the Working Group may determine that the College lands have reached their burrowing owl carrying capacity and can support no further increases in nesting habitat.

B. If, after efforts are made to preserve owls on-site, owls must be moved to an off- site location, the Working Group or its designated consultant will develop a plan for such relocations utilizing the mitigation measures as outlined in the Mercado Santa Clara and Mission College Office Development Draft Environmental Impact Report Addendum/Supplement, subject to the approval of the DFG and USFWS.

VIII. Annual Reporting

A. The Working Group or its designated consultant will prepare annual monitoring reports as required by the DFG and USFWS for the period required by permits. The report will also be submitted to the Santa Clara City Planning Director and the West Valley-Mission Community College District Board of Trustees.

B. When monitoring reports are not required by the DFG or USFWS, the Working Group will prepare an annual report for the Santa Clara City Planning Director and the West Valley-Mission Community College District Board of Trustees detailing its activities, the status of the owls on campus or movement of the owls off campus.

3

The proposed time lines are:

February 1997	Bid the move of the Relocatables.
March 1997	Sign a contract to move the Relocatables.
March 1997	Begin construction of the Perimeter road.
April-May 1997	Be under construction on the west campus for site development, foundations, utilities to move the Relocatables. Work to be complete May 20.
April 1997	Bid the construction of the High Tech Student Center
June 16, 1997	Begin the move of the Relocatables.
July 10, 1997	Be under construction of the High Tech Student Center.
August 10, 1997	Move and refurbishment of Relocatables complete.
August 20, 1997	Classes begin
September 1, 1997	Begin construction of south field parking lot.

Exhibit C

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO:

Mission-West Valley Land Corporation

c/o Bryant, Clohan, Ott, Maines & Baruh LLP

10 Almaden Blvd., Suite 600

San Jose, CA 95113

Attn: James J. Eller, Esq.

MEMORANDUM OF GROUND LEASE

This MEMORANDUM OF GROUND LEASE is made and entered into this      day of             , 1997, by and between MISSION-WEST VALLEY LAND CORPORATION, a California nonprofit public benefit corporation (“Landlord”), and NEXUS DEVELOPMENT COMPANY, INC., a California corporation (“NEXUS”), KINETIC SYSTEMS, INC., a California corporation (“KS”), DIGITAL SQUARE, INC., a California corporation (“DS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”), and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (collectively “Tenant”).

Landlord hereby leases to Tenant and Tenant leases from Landlord, the real property located in the City of Santa Clara, County of Santa Clara, State of California, more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Premises”), upon the terms and conditions contained in that certain unrecorded Ground Lease dated             , 199     , entered into by and between the parties hereto (the “Ground Lease”), for an initial term of fifty-five (55) years, commencing             , 1997, and ending fifty-five years thereafter (the “Initial Term”), subject to Tenant’s right to extend the Initial Term for two consecutive extended terms totaling twenty (20) years, for a maximum term of seventy-five (75) years.

The rights and obligations of Landlord and Tenant with respect to the Premises shall be governed by the terms and conditions set forth in the Ground Lease and all provisions of the Ground Lease are incorporated herein by reference.

EXHIBIT D

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. In the event of the expiration or termination of the Master Lease (including without limitation the expiration of the Master Lease where the Tenant has, pursuant to the provisions set forth in the Ground Lease, exercised its option to extend the term of the Ground Lease and the tenant under the Master Lease (the “Master Lease Tenant”) fails to extend the term of the Master Lease as required by the provisions set forth in the Ground Lease), Tenant shall attorn to District and recognize District as the Landlord under the Ground Lease. This provision shall be self-executing; however, Tenant shall execute and deliver at District’s reasonable request an instrument confirming its attornment pursuant to this Agreement, provided District agrees in writing to be bound by the terms of the Ground Lease.

2. In the event of the expiration or termination of the Master Lease (including without limitation the expiration of the Master Lease where the Tenant has, pursuant to the provisions set forth in the Ground Lease, exercised its option to extend the term of the Ground Lease and the Master Lease Tenant fails to extend the term of the Master Lease as required by the provisions set forth in the Ground Lease), District shall honor and be bound by the Ground Lease and shall maintain the Ground Lease in full force and effect as a direct lease between District and Tenant pursuant to the terms thereof, provided Tenant is not in default under the terms of the Ground Lease beyond any cure period provided for in the Ground. Lease, subject to the rights of Leasehold Mortgagees (including without limitation Ground Leasehold Lender) pursuant to the Ground Lease. This provision shall be self-executing; however, Landlord shall execute and deliver at the reasonable request of Tenant or a Leasehold Mortgagee pursuant to the Ground Lease an instrument confirming District’s nondisturbance of the Ground Lease, provided Tenant is not then in default under the Ground Lease beyond any cure period provided for in the Ground Lease, subject to the rights of Leasehold Mortgagees pursuant to the Ground Lease.

3. If District succeeds to the Master Lease Tenant’s interest in the Subleased Property, District shall not in any event incur any greater liability than the liability to which the Master Lease Tenant was subject as landlord under the Ground Lease.

4. District hereby consents to and approves the provisions of the Ground Lease. Notwithstanding any of the provisions of the Master Lease, District and Tenant hereby acknowledge and agree that:

(a) Neither the Ground Lease provisions nor Tenant’s exercise of any of its rights under the Ground Lease nor any Leasehold Mortgagee pursuant to the Ground Lease exercising any of its rights under the Ground Lease shall be deemed to violate any of the provisions’ of the Master Lease. Tenant shall have all of the rights granted to Tenant under the Ground Lease.

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(b) None of the provisions of the Master Lease shall operate to expand or otherwise modify any of the obligations of Tenant under the Ground Lease or to restrict, limit or otherwise modify any of the rights of Tenant or any Leasehold Mortgagee pursuant to the Ground Lease under the Ground Lease. Without limiting the foregoing, in no event shall Tenant or any Leasehold Mortgagee pursuant to the Ground Lease be liable for the payment of any sums in excess of any amounts owed by Tenant pursuant to the provisions of the Ground Lease, and in no event shall Tenant or any Leasehold Mortgagee pursuant to the Ground Lease be liable for the performance of any obligations beyond Tenant’s obligations imposed pursuant to the provisions of the Ground Lease. As between District and the Master Lease Tenant, none of the provisions of this Agreement shall operate to expand or otherwise modify any of the obligations of District or the Master Lease Tenant under the Master Lease or to restrict, limit or otherwise modify any of District’s or the Master Lease Tenant’s rights under the Master Lease.

(c) Neither Tenant nor any Leasehold Mortgagee pursuant to the Ground Lease shall be required to obtain any approval or consent from District beyond what Tenant is expressly required to obtain from District pursuant to the express terms of the Ground Lease, all of which approval or consent rights of District shall be subject to the terms and conditions of the Ground Lease.

5. District agrees to cooperate fully with Tenant in connection with governmental approvals in the manner contemplated by, and subject to the provisions of, Paragraph 5(a) of the Ground Lease.

6. Upon exercise of an extension option under the Master Lease, District shall, and shall cause the Master Lease Tenant to, within thirty (30) days following the receipt of a request from Tenant, execute a memorandum in recordable form acknowledging the fact that the option has been exercised, which memorandum shall be recorded in the Official Records of Santa Clara County, California (“Official Records”); provided, however, that failure to execute or record such memorandum within this thirty (30) day period will not invalidate the otherwise valid exercise of such option.

7. Within thirty (30) days after request, District agrees to execute in recordable form, from time to time for the benefit of Tenant, a Leasehold Mortgagee (defined in the Ground Lease), or a tenant under a new lease entered into pursuant to Paragraph 20(a)(iv) of the Ground Lease, a nondisturbance and attornment agreement substantially in the form of this Agreement and containing such other terms and conditions as may be reasonably requested by Tenant, the Leasehold Mortgagee or the tenant under the new lease. District shall incur no costs in connection with such nondisturbance and attornment agreement, except for its review costs (including without limitation fees of attorneys and consultants).

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8. District agrees that if at any time during the term of the Ground Lease any governmental authority undertakes to create an improvement or special assessment district, the proposed boundaries of which include the Subleased Property, Tenant shall be entitled to appear in any proceeding relating thereto and to exercise all rights of Tenant, District or the Master Lease Tenant to have the Subleased Property excluded from such district or to determine the degree of benefit to the Subleased Property resulting therefrom, in accordance with and subject to the provisions of Paragraph 3(e)(iv) of the Ground Lease.

9. District waives any right of eminent domain which it may now possess or may hereafter possess with regard to the Subleased Property and the Ground Lease.

10. Within thirty (30) days after request from Tenant, District shall execute and acknowledge in recordable form, and shall cause any lender having a mortgage, deed of trust or other security on the interest of District in the Subleased Property or the Master Lease, to execute in recordable form, from time to time for the benefit of Qualifying Subtenants (defined in the Ground Lease), a nondisturbance and attornment agreement certifying to the matters set forth in Paragraph 14(a)(vii) of the Ground Lease and containing such other provisions reasonably requested by Tenant, which agreement may be recorded by Tenant in the Official Records.

11. Within thirty (30) days after request from Tenant or any Leasehold Mortgagee pursuant to the Ground Lease, District will execute, acknowledge and deliver to Tenant or such Leasehold Mortgagee or to any prospective purchaser, assignee or mortgagee designated by Tenant or a Leasehold Mortgagee, a certificate stating the following: (i) that the Master Lease is unmodified and in full force and effect (or if there have been modifications identifying the modifications, or if the Master Lease is not in full force and effect so stating); (ii) the date to which rent under the Master Lease has been paid; (iii) whether or not there is to District’s knowledge, any existing default by the Master Lease Tenant in the payment of any rent or other sums of money, or whether or not there is to District’s knowledge, any other existing default by the Master Lease Tenant with respect to which a notice of default has been or could then be served or any event or omission which with the passage of time or giving of notice or both would constitute a default by the Master Lease Tenant and, if there is any such default, event or omission, specifying the nature and extent thereof; (iv) whether or not there are any security deposits, setoffs, defenses or counterclaims against enforcement of the obligations to be performed under the Master Lease existing in favor of District; (v) whether or not District has encumbered the fee interest in the Subleased Property and, if so, stating the name and address of the lender holding such encumbrance, the recording date, amount and due date of such encumbrance, and whether or not there is, to District’s knowledge, any existing default by District under such encumbrance or event or omission which, with notice or the passage of time or both, would become a default under such encumbrance, and if there is any such default, event or omission, specifying the nature and extent thereof; and (vi) such other matters as may be reasonably requested.

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12. District’s liability under this Agreement shall be subject to the limitation on District’s liability, and all of the terms and conditions, set forth in Paragraph 15 of the Ground Lease. Any money owed to Tenant or economic damages incurred by Tenant arising from District’s breach of its obligations under this Agreement shall bear interest at the Stipulated Rate (defined in the Ground Lease), subject to Paragraph 15 of the Ground Lease. District agrees that there will be no cancellation, surrender or modification of the Master Lease which would materially affect full and meaningful realization of the remedy granted to Tenant or any Leasehold Mortgagee under the Ground Lease, without the prior written consent of Tenant and each such Leasehold Mortgagee.

13. Arbitration of Disputes.

(a) Request for Arbitration. ANY DEFAULT OR DISPUTE IN CONNECTION WITH THIS AGREEMENT SHALL BE ARBITRATED ONLY IF A PARTY DELIVERS SUCH REQUEST IN WRITING TO THE OTHER PARTY INVOLVED IN SUCH DEFAULT OR DISPUTE (i) IN THE CASE OF AN ALLEGED DEFAULT, WITHIN TEN (10) BUSINESS DAYS AFTER A NOTICE OF DEFAULT IS DELIVERED TO A PARTY, OR (ii) IN ALL OTHER CASES WITHIN THIRTY (30) DAYS AFTER ONE PARTY NOTIFIES THE OTHER OF THE DESIRE TO ARBITRATE FOLLOWING THE OCCURRENCE OF SUCH DISPUTE. WRITTEN NOTICE OF ANY ARBITRATION UNDER THIS AGREEMENT. SHALL BE DELIVERED TO ANY LEASEHOLD MORTGAGEE PURSUANT TO THE GROUND LEASE CONCURRENTLY WITH ITS DELIVERY TO TENANT. IF A DEFAULT OR DISPUTE IS TIMELY SUBMITTED TO ARBITRATION PURSUANT TO THIS LEASE, NO DEFAULT SHALL BE DEEMED TO HAVE OCCURRED UNDER THIS AGREEMENT (EXCEPT FOR THE PURPOSE OF CALCULATION OF INTEREST) UNLESS AND UNTIL THERE HAS BEEN A DETERMINATION OF DEFAULT BY THE ARBITRATORS IN THE MANNER PROVIDED IN PARAGRAPH 13(b) BELOW. IN CONNECTION WITH ANY SUCH ALLEGED DEFAULT, THE SOLE DUTY OF THE ARBITRATORS SHALL BE TO DETERMINE WHETHER A DEFAULT HAS OCCURRED, THE NATURE THEREOF, THE PARTY IN DEFAULT AND THE ACTIONS (INCLUDING THE AMOUNTS OF ANY SUMS TO BE PAID) NECESSARY TO CURE SUCH DEFAULT. THE DECISION OF THE ARBITRATORS SHALL BE FINAL AND BINDING UPON THE PARTIES IN ANY LATER ACTION OR PROCEEDING CONCERNING THE DEFAULT BEING ARBITRATED. IF ARBITRATION IS NOT REQUESTED WITHIN THE TIME ALLOWED UNDER THIS AGREEMENT, ANY DISPUTE RELATING TO SUCH CLAIMED DEFAULT MAY NOT LATER BE SUBMITTED TO ARBITRATION BUT SHALL BE JUDICIALLY DETERMINED.

(b) Arbitration Procedures. ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE LARGE COMPLEX CASE PROGRAM RULES OF THE AMERICAN ARBITRATION ASSOCIATION (EXCEPT AS PROVIDED IN THIS PARAGRAPH BELOW), AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THE LARGE COMPLEX CASE PROGRAM RULES OF THE AMERICAN ARBITRATION ASSOCIATION, THE FOLLOWING SHALL APPLY: THE PARTY DESIRING ARBITRATION SHALL APPOINT A DISINTERESTED PERSON AS ARBITRATOR ON ITS BEHALF AND GIVE NOTICE THEREOF TO THE OTHER PARTY WHO SHALL,

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This Memorandum of Ground Lease is solely for recording purposes and shall not be construed to alter, modify or supplement the Ground Lease, of which this is a memorandum.

LANDLORD:

MISSION-WEST VALLEY LAND CORPORATION, a California nonprofit public benefit corporation

By:

Its:

By:

Its:

TENANT:

NEXUS DEVELOPMENT COMPANY, INC., a California corporation

By:

Its:

KINETIC SYSTEMS, INC., a California corporation

By:

Its:

DIGITAL SQUARE, INC., a California corporation

By:

Its:

R. DARRELL GARY, individually

MICHAEL J. REIDY, individually

MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Parcel 12 as shown on that certain Parcel Map filed in the Office of the Recorder of the County of Santa Clara, State of California on September 17, 1990 in Book 618 of Maps, pages 27, 28, 29, 30 and 31, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123, page 154, Official Records.

EXHIBIT A

RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:

James J. Eller, Esq.

BRYANT, CLOHAN, OTT, MAINES & BARUH, LLP

10 Almaden Blvd., Suite 600

San Jose, CA 95113

NONDISTURBANCE AND ATTORNMENT AGREEMENT

THIS NONDISTURBANCE AND ATTORNMENT AGREEMENT (“Agreement”) is made and entered into this      day of             , 19     by and between WEST VALLEY-MISSION COMMUNITY COLLEGE DISTRICT, a California community college district (“District”), MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Land Corporation”), NEXUS PROPERTIES, INC., a California corporation (“NEXUS”), KINETIC SYSTEMS, INC., a California corporation (“KS”), DIGITAL SQUARE, INC., a California corporation (“DS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”), and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (collectively “Tenant”) and                                         , a                                          (“Ground Leasehold Lender”).

RECITALS

A. Pursuant to a Master Ground Lease - Parcel 12 dated                      (the “Master Lease”), District has leased to Land Corporation, and Land Corporation has leased from District, the land located in the City of Santa Clara, County of Santa Clara, State of California, more particularly described in Exhibit “1” attached hereto and incorporated herein by this reference (the “Subject Property”).

B. Pursuant to a Ground Lease of even date herewith (the “Ground Lease”), Land Corporation has leased to Tenant, and Tenant has leased from Land Corporation, the Subject Property. Ground Leasehold Lender has made a loan to Tenant secured by a deed of trust encumbering Tenant’s interest in the Subleased Property.

C. The parties intend by this Agreement to set forth their respective rights and obligations in the event of the expiration or termination of the Master Lease and/or the Ground Lease and to clarify the parties’ understanding as to the effect of the Ground Lease.

EXHIBIT E

WITHIN TEN (10) BUSINESS DAYS THEREAFTER, APPOINT A SECOND DISINTERESTED PERSON AS ARBITRATOR ON ITS BEHALF AND GIVE WRITTEN NOTICE THEREOF TO THE FIRST PARTY; THE ARBITRATORS THUS APPOINTED SHALL APPOINT A THIRD DISINTERESTED PERSON, AND SUCH THREE (3) ARBITRATORS SHALL, AS PROMPTLY AS POSSIBLE, DETERMINE THE MATTER WHICH IS THE SUBJECT OF THE ARBITRATION. NOTWITHSTANDING THE FOREGOING, IN ANY ARBITRATION INVOLVING THE LANDLORD UNDER THE GROUND LEASE, DISTRICT AND TENANT, DURING ANY PERIOD WHEN THE LANDLORD UNDER THE GROUND LEASE IS AN AFFILIATED PARTY, DISTRICT AND THE LANDLORD UNDER THE GROUND LEASE SHALL ONLY BE ENTITLED TO JOINTLY APPOINT A SINGLE ARBITRATOR. IF A PARTY WHO HAS THE RIGHT PURSUANT TO THE FOREGOING TO APPOINT AN ARBITRATOR FAILS OR NEGLECTS TO DO SO, THEN, AND IN SUCH EVENT, SUCH PARTY SHALL BE DEEMED TO HAVE WAIVED ITS RIGHT TO APPOINT AN ARBITRATOR PURSUANT TO THIS PARAGRAPH. IF THE TWO ARBITRATORS APPOINTED BY THE PARTIES SHALL FAIL WITHIN FIVE (5) DAYS AFTER THE APPOINTMENT OF THE SECOND ARBITRATOR TO APPOINT A THIRD ARBITRATOR, THEN EITHER PARTY MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION TO APPOINT SUCH ARBITRATOR. IF THE AMERICAN ARBITRATION ASSOCIATION IS NOT THEN IN EXISTENCE OR FOR ANY REASON FAILS OR REFUSES TO ACT, THE ARBITRATION SHALL BE HAD IN CONFORMITY WITH AND SUBJECT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 ET SEQ., AS SAID STATUTES THEN APPEAR, INCLUDING ANY AMENDMENTS TO SAID STATUTES OR SUCCESSORS TO SAID STATUTES OR AMENDED STATUTES. THE LOCALE OF ANY ARBITRATION HEARING SHALL BE SANTA CLARA COUNTY, CALIFORNIA. THE PARTIES SHALL HAVE THE RIGHT OF DISCOVERY AS PROVIDED BY CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 ET SEQ., AS SAID STATUTES THEN APPEAR, INCLUDING ANY AMENDMENTS TO SAID STATUTES OR SUCCESSORS TO SAID STATUTES OR AMENDED STATUTES. THE PARTIES AGREE TO SIGN ALL DOCUMENTS AND TO DO ALL OTHER THINGS NECESSARY TO SUBMIT ANY SUCH MATTER FOR ARBITRATION, AND FURTHER AGREE TO, AND HEREBY DO, WAIVE ANY AND ALL RIGHTS THEY OR EITHER OF THEM MAY AT ANY TIME HAVE TO REVOKE THEIR AGREEMENT HEREUNDER TO SUBMIT TO ARBITRATION ONCE THE MATTER HAS BEEN SUBMITTED, AND TO ABIDE BY THE DECISION RENDERED THEREUNDER. THE ARBITRATORS SHALL NOT HAVE ANY POWER TO MODIFY OR AMEND ANY OF THE TERMS OF THIS LEASE.

NOTICE: BY SIGNING OR INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

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WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.

LANDLORD:

MISSION-WEST VALLEY LAND CORPORATION, a California nonprofit public benefit corporation

By:

Its:

By:

Its:

TENANT:

NEXUS DEVELOPMENT COMPANY, INC., a California corporation

By:

Its:

KINETIC SYSTEMS, INC., a California corporation

By:

Its:

DIGITAL SQUARE, INC., a California corporation

By:

Its:

R. DARRELL GARY, individually

MICHAEL J. REIDY, individually

MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST

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14. Within thirty (30) days after request from Tenant or any Leasehold Mortgagee pursuant to the Ground Lease, District shall, and shall cause any lender having a mortgage, deed of trust or other security on the interest of District in the Subleased Property or Master Lease to: (i) execute and acknowledge in recordable form and deliver to each Leasehold Mortgagee pursuant to the Ground Lease, an agreement, in form satisfactory to such Leasehold Mortgagee, wherein the parties agree that so long as such Leasehold Mortgagee complies with the provisions of Paragraph 20(a) of the Ground Lease, neither the Leasehold Mortgage nor the Leasehold Mortgagee’s interest in the Ground Lease or the Project (defined in the Ground Lease) will be disturbed as a result of any default under the Master Lease or a termination of the Master Lease, or as a result of any default under such mortgage, deed of trust or other security on the interest of District in the Subleased Property or Master Lease, and containing such other terms reasonably requested by such Leasehold Mortgagee, (ii) provide written assurances for the benefit of the Leasehold Mortgagee consistent with Paragraph 20(a) of the Ground Lease, and (iii) execute and acknowledge in recordable form and deliver to Tenant and to each Leasehold Mortgagee pursuant to the Ground Lease, a subordination agreement reaffirming the provisions of Paragraph 20(b) of the Ground Lease and containing such other terms and conditions as may be reasonably requested by Tenant or such Leasehold Mortgagee. With respect to Ground Leasehold Lender’s Leasehold Mortgage, District acknowledges and agrees that so long as Ground Leasehold Lender complies with the provisions of Paragraph 20(a) of the Ground Lease, neither Ground Leasehold Lender nor Ground Leasehold Lender’s interest in the Ground Lease or the “Project” (as that term is defined in the Ground Lease) will be disturbed as a result of any default under the Master Lease or a termination of the Master Lease, or as a result of any default under any mortgage, deed of trust or other encumbrance on the interest of District in the Subleased Property or the Master Lease. In the event of the expiration or termination of the Master Lease, so long as Ground Leasehold Lender complies with the provisions of Paragraph 20(a) of the Ground Lease, District shall honor and be bound by all of the provisions of Paragraph 20(a) of the Ground Lease as a direct obligation of District.

15. There shall be no merger of the Ground Lease with the fee estate or the estate created by the Master Lease (the “Master Leasehold Estate”) by reason of the fact that the same person or entity (or related persons or affiliated entities) is a tenant or a subtenant under the Ground Lease and also the holder of all or any portion of the fee interest or Master Leasehold Estate in the Subleased Property, unless all persons or entities having any interest in the Ground Lease, the fee estate and the Master Leasehold Estate (including without limitation any Leasehold Mortgagee(s) pursuant to the Ground Lease or the Master Lease), join in a written instrument effecting such merger.

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16. District represents and warrants to Tenant and to Ground Leasehold Lender as follows:

(a) The Master Lease and all other documents executed and delivered by District to the Master Lease Tenant or Tenant in connection with the Master Lease or Ground Lease (including without limitation this Agreement) have been duly authorized and executed and delivered; are complete and, as of the respective dates, true and correct; are a legal, valid and binding obligation of District; and do not violate any provisions of any agreement to which District is a party or is bound or of any charter, articles, bylaws, agreements or laws affecting District.

(b) That to the best of District’s knowledge, without having conducted any investigation, there are no Actionable Levels (defined in the Ground Lease) of Hazardous Materials (defined in the Ground Lease) on, under or about the Subleased Property and no underground storage tanks under the Subleased Property.

(c) There are no leases, options, rights, encumbrances or other matters affecting title to the Subleased Property other than as shown in the Preliminary Report referenced in Paragraph 2 of the Ground Lease.

17. During any period when the Landlord under the Ground Lease is not an Affiliated Party (defined below) (in such situation, the landlord under the Ground Lease being referred to in this Agreement as the “Non-Affiliated Landlord”) then, and only then, the following provisions shall apply, provided that Tenant has received written notice of same from District:

(a) With respect to any breach or default by the Non- Affiliated Landlord under the Ground Lease, which breach or default could cause a termination of the Ground Lease, the following provisions shall apply:

(i) No notice of breach or default given by Tenant to the Non-Affiliated Landlord shall be deemed to have been duly given unless and until a copy thereof has been delivered to District; and no notice to the Non-Affiliated Landlord of any breach and no termination of the Ground Lease in connection therewith shall be effective, unless Tenant has also given to District written notice or a copy of its notice to the Non- Affiliated Landlord of such breach or any such termination as the case may be.

(ii) If the Non-Affiliated Landlord is in breach or default under the Ground Lease, District shall, within the period allowed to the Non-Affiliated Landlord under the Ground Lease, have the right (but not the obligation) to remedy such breach or default, or cause the same to be remedied, and Tenant shall accept such performance by or at the instigation of District as if the same had been done by the Non-Affiliated Landlord.

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(b) If District succeeds to the interest of the Non- Affiliated Landlord in the Subject Property under the Ground Lease, District shall not be:

(i) bound by any rent or additional rent that Tenant might have paid in advance to the Non-Affiliated Landlord for a period in excess of one (1) month, except to the extent (1) such advance payment was required pursuant to the Ground Lease, was made at a time when the landlord under the Ground Lease is an Affiliated Party, or was made before Tenant received written notice from District that the landlord under the Ground Lease is a Non- Affiliated Landlord, or (2) such monies are transferred to or received by District. District shall not be bound by any security deposit or other prepaid charge which Tenant might have paid in advance to the Non-Affiliated Landlord, except to the extent (1) such advance payment was required pursuant to the Ground Lease, was made at a time when the landlord under the Ground Lease is an Affiliated Party, or was made before Tenant received written notice from District that the landlord under the Ground Lease is a Non- Affiliated Landlord, or (2) such monies are transferred to or received by District.

(ii) bound by any modification of the Ground Lease made by the Non-Affiliated Landlord and Tenant without the written consent of District, which consent shall not be unreasonably withheld or delayed. District agrees that it shall be bound by any modification of the Ground Lease made during any time that the landlord under the Ground Lease is an Affiliated Party, and District’s consent thereto shall not be required.

(c) Tenant and District hereby agree that after the date that the landlord under the Ground Lease is no longer an Affiliated Party, if Tenant is notified in writing by District of a default by the Non-Affiliated Landlord under the Master Lease and of District’s demand that Tenant pay its rent and all other sums due to the Non-Affiliated Landlord under the Ground Lease (collectively, “Rent”) to District (or a designated recipient), and if the Master Lease provides that District is entitled to make such demand, then, except as provided below, Tenant shall honor such demand and pay such Rent (subject to all rights of offset Tenant may have under the Ground Lease) directly to District (or as otherwise required pursuant to such notice) rather than to the landlord under the Ground Lease. Tenant shall not be obligated to pay Rent to District pursuant to this Paragraph 17 (c) to the extent Tenant is paying Rent to Landlord Mortgagees (as defined in the Ground Lease) pursuant to Tenant’s obligations under the Ground Lease, or in a written agreement between it and such mortgagees, executed prior to Tenant’s receipt of such notice; provided, however, that if the existence of a default under the Master Lease is disputed by the Non-Affiliated Landlord, or Tenant is not sure if District’s demand must be complied with, Tenant shall have the right (but not the obligation) to pay Rent as it becomes due into an interest-bearing escrow account (with all interest accruing for the benefit of the prevailing party in such dispute) reasonably satisfactory to Tenant and District. Tenant’s payment of Rent as provided in this subparagraph (c) shall be deemed payment of said Rent in accordance with the Ground Lease.

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18. Successors and Assigns. Except as otherwise provided in this Paragraph 18, this Agreement shall be binding upon and inure to the benefit of the undersigned and their legal representatives, transferees, successors and permitted assigns. In the event of the assignment or transfer of the interest of District (other than the conveyance of a security interest therein [but including a transfer following foreclosure or in lieu of foreclosure of the security interest]), and the assumption by District’s transferee of the obligations of District under this Agreement, all obligations and liabilities of District under this Agreement accruing after the date of assignment or transfer shall terminate and thereupon all such obligations and liabilities accruing thereafter shall be the responsibility of the party to whom District’s interest is assigned or transferred.

Provided that Tenant is not in default in the payment of rent under the Ground lease beyond any cure period provided for in the Ground Lease, subject to the right of Leasehold Mortgagees (including without limitation, Ground Leasehold Lender) pursuant to the Ground Lease to cure any such default, District and Land Corporation (i) both agree that for purposes of Section 365 of the Bankruptcy Code (11 U.S.C. § 365), Tenant shall be considered to be the sole party in possession of the Subleased Property and shall have all of the rights of the tenant in possession of the Subleased Property under both the Master Lease and the Ground Lease for purposes of 11 U.S.C. § 365, and (ii) each waive any rights that either of them may have to consider the Master Lease automatically rejected pursuant to 11 U.S.C. § 365(d)(4). In addition, Land Corporation hereby absolutely assigns to Tenant and each Leasehold Mortgagee under the Ground Lease all rights that it may have under 11 U.S.C. § 365(h) in the event that the lessor under the Master Lease commences a proceeding under the Bankruptcy Code and rejects the Master Lease for any reason. Subject to the rights of any Leasehold Mortgagee (including without limitation Ground Leasehold Lender) under the Ground Lease, upon termination of the Ground Lease, any rights assigned hereby shall revert to Land Corporation. As a result of the foregoing assignment, in the event that District or any successor or assign of District as lessor under the Master Lease commences a proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), and in the event that the Master Lease is rejected for any reason, Tenant (subject to the rights of any Leasehold Mortgagee under the Ground Lease) shall exercise any right of Land Corporation and its successors and assigns to remain in possession of the Subleased Property pursuant to 11 U.S.C. § 365 (h). Also as a result of the foregoing assignment, in the event that District, or any successor or assign of District as lessor under the Master Lease, and Land Corporation, or any successor or assign of Land Corporation as lessee under the Master Lease and lessor under the Ground Lease, both commence proceedings under the Bankruptcy Code, and the Master Lease and/or the Ground Lease are rejected for any reason, Tenant (subject to the rights of any Leasehold Mortgagee under the Ground Lease) shall exercise any rights it may have to remain in possession of the Subleased Property pursuant to 11 U.S.C. § 365(h) that Land Corporation and its successors and assigns may have as lessee under the Master Lease and that Tenant may have as lessee under the Ground Lease.

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District and Land Corporation both acknowledge and agree that Ground Leasehold Lender is a Leasehold Mortgagee pursuant to the Ground Lease, and is entitled to all of the rights of a Leasehold Mortgagee under the Ground Lease and this Agreement.

19. Notice. All notices hereunder to a party to this Agreement shall be deemed to have been duly given if personally delivered or mailed by United States registered or certified mail, with return receipt requested, postage prepaid to the applicable address listed below (or at such other address as shall be given in writing by one party to the other), and mailed notices shall be deemed given, delivered or received on the second business day after deposit into the United States mail.

19. Notice. The parties agree that, during any period during which Tenant shall consist of more than one person or entity, such entities must act jointly and collectively, and not individually, for any action on their part to be considered a valid act by Tenant under this Agreement. Tenant shall appoint a single representative to act on Tenant’s behalf in connection with this Agreement (“Tenant’s Representative”). Tenant hereby appoints NEXUS whose address is 1740 Technology Drive, Suite 315, San Jose, California 95110 as Tenant’s Representative. Tenant may change this designation only by a writing signed by all persons or entities comprising Tenant. In no event shall any other party be required to recognize any substitute designee as Tenant’s Representative if all persons or entities compromising Tenant have not joined in such designation. Notice to NEXUS shall be deemed to be notice to Tenant and KS, DS, GARY, REIDY and BONIGUIDI, jointly and severally, hereby agree that NEXUS may receive notice on their behalf and waive any further right or claim to have notice given to them for any reason whatsoever. To be effective any request for consent, cooperation or otherwise of Landlord must be delivered from Tenant’s Representative. The timely performance of Tenant’s obligations under this Agreement shall not be forgiven, waived, relieved, or otherwise excused by reason of the death, dissolution, supervision, incapacity, or other legal disability to act of Tenant’s Representative. In the event of the death, dissolution, suspension, incapacity or other legal disability to act of Tenant’s Representative, Tenant shall designate a successor Tenant’s Representative no later than ten (10) working days after such event. In the event Tenant fails to so designate a successor Tenant’s Representative, any other party shall be entitled to tender any performance or deliver any notice under this Agreement to any one of the entities comprising Tenant, and any such performance or delivery shall be deemed valid under this Agreement. All notices hereunder shall be deemed to have been duly given if personally delivered or mailed by United States registered or certified mail, with return receipt requested, postage prepaid to Tenant as set forth above and to any other party to this Agreement to the applicable address listed below (or at such other address as shall be given in writing by one party to the other), and mailed notices shall be deemed given, delivered or received on the second business day after deposit into the United States mail.

- 12 -

20. District agrees that Land Corporation is an Affiliated Party of District. During any period when District is not the fee owner of the Subleased Property, or Land Corporation is not the Master Lease Tenant, the term “Affiliated Party” shall be defined as follows:

(a) During any period when the fee owner of the Subleased Property is a partnership, the term “Affiliated Party” shall mean any general or limited partnership, limited liability company, joint venture, corporation, or other entity (including without limitation an individual) owned or controlled by, in common ownership or control with, or owning or controlling any person or entity owning a general partnership interest in such fee owner;

(b) During any period when the fee owner of the Subleased Property is a limited liability company, “Affiliated Party” shall mean any general or limited partnership, joint venture, corporation or other entity (including without limitation an individual) owned or controlled by, or in common ownership or control with, or owning or controlling any member of the limited liability company having the right to manage the day to day activities of such entity;

(c) During any period when the fee owner of the Subleased Property is an individual, a corporation or other entity, “Affiliated Party” shall mean any general or limited partnership, joint venture, corporation or other entity (including without limitation an individual) owned or controlled by, in common ownership or control with, or owning or controlling such fee owner.

For purposes of determining an “Affiliated Party” pursuant to Subparagraphs 20(a), (b) and (c) above, “control” shall mean and refer to the right to direct, influence or manage the day to day activities of such entity. If a party who is an individual is related by family to (i) any partner of the fee owner of the Subleased Property, (ii) the owner of one percent (1%) or more of the ownership interest of the fee owner of the Subleased Property or (iii) the fee owner of the Subleased Property, if the owner of the Subleased Property is an individual, then said party shall be deemed and “Affiliated Party” of such fee owner.

21. If any action at law or in equity, or any arbitration proceeding, shall be brought for or on account of any breach of or to enforce or interpret any of the terms, covenants, agreements or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party such prevailing party’s costs incurred in such action or proceeding and any appeal taken in such action or proceeding, including without limitation reasonable attorney’s fees.

- 13 -

IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed the day and year first above written.

LANDLORD:

MISSION-WEST VALLEY LAND CORPORATION, a California nonprofit public benefit corporation

By:

Its:

By:

Its:

TENANT:

NEXUS DEVELOPMENT COMPANY, INC., a California corporation

By:

Its:

KINETIC SYSTEMS, INC., a California corporation

By:

Its:

DIGITAL SQUARE, INC., a California corporation

By:

Its:

R. DARRELL GARY, individually

MICHAEL J. REIDY, individually

MICHAEL J. REIDY, as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST

- 14 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 15 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 16 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 17 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME. TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 18 -

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Parcel 12 as shown on that certain Parcel Map filed in the Office of the Recorder of the County of Santa Clara, State of California on September 17, 1990 in Book 618 of Maps, pages 27, 28, 29, 30 and 31, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123, page 154, Official Records.

EXHIBIT 1

- 19 -

(Date)

Mission-West Valley

Land Corporation

14000 Fruitvale Avenue

Saratoga, CA 95070

We hereby issue our irrevocable standby letter of credit number                      in your favor, for account of          for a sum of USD One Hundred Fifty Thousand Dollars ($150,000) available by your draft at sight on Comerica-Bank California, when accompanied by:

Beneficiary’s signed statement reading precisely as follows: “The amount of this drawing USD          under Comerica Bank-California’s L/C No.                      represents funds due us as                      is in default under the terms that certain lease agreement dated                      between                      and Mission West Valley Land Corporation.”

Partial drawings are allowed.

All drafts drawn under this credit must be marked “Drawn under Comerica-Bank California letter of credit no.                     .”

This letter of credit is subject to and governed by the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce, 1993 Revision, Publication no. 500.

This original letter of credit and all amendments thereto must be submitted to us together with any drawings hereunder for our endorsement of any payments effected by us and/or for cancellation.

We engage with you that each draft drawn under and in compliance with the terms of this credit will be duly honored on delivery of the documents as specified if presented at this office on or before                     .

EXHIBIT F

Plans and Specifications:

1. Kinetic Systems: Shell T, A1 - A15 and S1 - S10 (May 7, 1997)

2. Kinetic Systems: Tenant Improvements - First and Second Floor (August 19, 1997)

(Conceptual)

3. Digital Square: Shell T-O and A1 - A15 (May 6, 1997)

4. Digital Square: Tenant Improvements - First Floor (July 20, 1997) - Second Floor (July 21, 1997)

(Conceptual)

5. Tentative Parcel Map

6. A.L.T.A./A.C.S.M. Land Title Survey

EXHIBIT G

21 : 1 COMMERCIAL PARK ZONING DISTRICTS 21 : 1

Article 21. Regulations for CP—

Commercial Park Zoning Districts

Sec. 21-1. Application. (08/87)

The regulations set forth in this article apply to all CP zoning districts.

Sec. 21-2. Intent. (08/87)

This district is intended to provide a high quality commercial environment adjacent to major highways and serving tourists and other highway users or requiring direct access to regional markets. This district encourages multi-acre parcels developed with mixed commercial uses based on an integrated site plan and architectural design. Such developments are characterized by common circulation and parking areas, significant landscaping, and unified management or restrictive covenants to maintain high standards.

Sec. 21-3. Permitted uses. (03/90)

None but the following uses or uses that in the opinion of the Planning Commission are of a similar nature will be permitted:

(a) The following uses shall be conducted wholly within a completely enclosed building, except as provided in Section 21-4, and shall be so located, constructed, and operated as not to be offensive or objectionable because of dust, gas, smoke, noise, fumes, odors, vibrations, or other, public nuisances:

(1) Hotels and motels.

(2) Professional financial and general business offices.

(3) Restaurants serving food and nonalcoholic beverages.

(4) Recreational and cultural facilities, exhibition halls, museums, auditoriums, and theaters.

(5) Accessory retail and service establishments, which are physically located within a building in which any of the above-referenced permitted uses arc located.

(b) The following outdoor uses are allowed except as provided in Section 21-4, provided that such uses are so located, constructed, and operated as not to be offensive or objectionable because of dust, gas, smoke, noise, fumes, odors, vibrations, or other public nuisances:

(1) Restaurants serving food and nonalcoholic beverages.

(2) Walk-up service facilities.

Sec. 21-4. Conditional uses. (03/90)

The following conditional uses may be established only by first securing a use permit in each case as provided in Article 55 of this ordinance:

(a) Outdoor recreational facilities.

(b) Cocktail lounges, bars, taverns, restaurants serving alcoholic beverages for consumption on the premises.

(c) Dancing or live entertainment.

(d) Service stations (service stations are exempt from lot area and width requirements of this article, but must comply with all requirements of Article 34).

SANTA CLARA ZONING ORDINANCE 14/03-05-90

Page 1 of 7

EXHIBIT H

21 : 2 COMMERCIAL PARK ZONING DISTRICTS 21 : 2

(e) Stores selling beer and/or wine (packaged goods off-sale) located on the same parcel as an automobile service station (subject to the provisions set forth in Article 34 of this ordinance).

(f) Car wash facilities where integrated with a service station.

(g) Arcades.

(h) Other uses which are determined by the Planning Commission to be similar in nature.

Sec. 21-5. Lot area. (08/87)

Each lot shall contain a minimum area of forty thousand (40,000) square feet.

Sec. 21-6. Lot width. (08/87)

The minimum lot width shall not be less than two hundred (200) feet.

Sec. 21-7. Building height limits. (08/87)

Maximum permitted height shall not exceed one hundred fifty (150) feet.

Sec. 21-8. Front yard. (08/87)

Each lot shall have a street side front yard of not less than forty (40) feet in depth.

Sec. 21-9. Side yards. (03/90)

(a) Side yards are required at each side of every lot. Each such side yard shall not be less than twenty (20) feet in width.

(b) The street side yard of a corner lot exclusive of front yard shall not be less than forty (40) feet in width.

Sec. 21-10. Rear yard. (03/90)

A rear yard is required at the rear of every lot. Such rear yard lot shall not be less than twenty (20) feet in depth.

Sec. 21-11. Maximum building coverage. (08/87)

Buildings, including accessory buildings, shall not cover a total of more than twenty-five percent (25%) of the area of any lot.

Sec. 21-12. Open landscaped area. (03/90)

The following yards and areas shall be developed into and permanently maintained as open landscaped areas containing ground cover, trees, and shrubs:

(a) The first twenty (20) feet of required front yards of corner lots (with openings for accessways in accordance with City standards). A landscaped berm or Planning-Division-approved equivalent not less than thirty (30) inches in height, shall be provided between the required street landscaping and any open area used for parking, storage, and the like, except for necessary driveways and walkways.

(b) The first ten feet of required side and rear yards.

(c) A minimum landscaped area equal to at least ten percent (10%) of the required parking to be evenly distributed throughout the parking area and adjacent to buildings.

(d) An alternative proposal equal to or exceeding the open landscaped area provisions provided herein may be used subject to approval by the Architectural Committee in accordance with the provisions of Article 38 of this ordinance.

SANTA CLARA ZONING ORDINANCE 14/03-05-90

Page 2 of 7

21 : 3 COMMERCIAL PARK ZONING DISTRICTS 21 : 3

Sec. 21-13. Minimum parking requirements. (08/87)

The minimum parking requirements are as specified in Article 37 of this ordinance.

Sec. 21-14. Additional development standards. (03/90)

(a) Fencing. At the time of new construction or reconstruction of a building on a property, a solid fence of masonry six feet high shall be installed and thereafter maintained by the owner of property in this zoning district on all common property lines with residentially-zoned property or with property designated as residential in the General Plan. Fencing shall not exceed three feet in height if located within twenty (20) feet of front or street side yard lot lines.

(b) Landscaped areas—Curbing and Irrigation. Each planter area shall be surrounded with a six-inch raised concrete curbing or Planning-Division-approved equivalent. An automatic irrigation system shall be installed and permanently maintained in working order in each separate planter area.

(c) Lighting. Lighting; if provided, shall reflect away from residential areas and public streets.

(d) Trash disposal. Each property shall provide adequate and accessible trash disposal areas. Said disposal area shall be screened from public view by a masonry enclosure, with solid wood gates, at least six feet in height.

SANTA CLARA ZONING ORDINANCE 14/03-05-90

Page 3 of 7

The following constitutes the agreed upon revisions to the MP zoning regulations.

City of Santa Clara

Municipal Code Article 23, Regulations for MP -

Planned Industrial Zoning Districts, as modified

Sec. 23-1 Application. This Section remains unchanged and is incorporated herein.

Sec. 23-2 Intent.

This district is intended to provide as environment exclusively for and conducive to the development and protection of modern large-scale administrative facilities, research institutions, all of a non-nuisance type. Such permitted users shall not cause objectionable noises, smoke, odor, dust, noxious gases, vibration, glare, heat, fire hazards, or other wastes emanating from the property. The district is to provide for an aesthetically attractive working environment with park-like grounds, attractive buildings, ample employee parking, and other amenities appropriate to an employee-oriented activity where problems of product handling, storage, advertising and distribution are not of significant concerns.

Sec. 23-3 Permitted Uses

None but the following uses will be permitted.

All uses shall be conducted wholly within a completely enclosed building, except as otherwise provided for in this ordinance.

(a) Chemical and physical science offices, provided that such use shall not involve the use or presence on the site of any substance, chemical, waste, material or emission: (a) the presence of which requires investigation, monitoring, removal or remediation under any federal, state or local statute, ordinance, code, regulation, order, decree, policy or common law now or hereafter in effect; (b) which is or becomes defined as a “hazardous substance”, “hazardous material”, “hazardous waste”, “pollutant”, or “contaminant” under any federal, state or local statute, ordinance, code, regulation or rule now or hereafter in effect, or. under any amendments thereto; (c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous; (d) the presence of which causes or threatens to cause a nuisance or trespass or poses or threatens to pose a hazard to the health or safety of persons; (e) without limitation, which is or contains gasoline, diesel fuel, motor oil, waste oil, grease or any other petroleum

EXHIBIT I

hydrocarbons in the sale, storage, maintenance or repair of motor vehicles, but not including customer or employee parking lots and driveways, emergency gasoline backup generators, and elevator hydraulic fluid; (f) without limitation, which is or contains substantial amounts of asbestos in any form, polychlorinated biphenyls (PCBs), or urea formaldehyde foam insulation; (g) without limitation, which is or contains radon gas; or (h) without limitation, which produces or generates substantial electromagnetic or magnetic fields.

(b) Engineering and cartographic offices and laboratories.

(c) Assembling and packaging of electronic equipment, instruments and devices.

(d) Assembling and packaging of pharmaceuticals.

(e) Professional, financial and administrative offices.

(f) Research offices.

(g) Testing offices and laboratories.

(h) Incidental retail sales of industrial products if adequate on-site customer parking is provided, display and sales occur only within a permanent building, and the industrial character of the property is maintained.

(i) Incidental and accessory buildings, storage buildings, outdoor storage, warehouses, exposed mechanical appurtenances, and the like comprising less than ten percent (10%) of the total lot areas and shielded from public view.

Prohibited uses include, but are not limited to, service stations and manufacturing.

Sec. 23-4 Conditional Uses.

The following conditional uses may be established only by first securing a use permit in each case as provided in Article 55 of this ordinance. Such use permits shall not be granted if the proposed use or structure would be objectionable or detrimental to adjacent properties or to the industrial area in general by reason of traffic, parking noise, inappropriate design, or signs.

Conditional uses shall be encouraged to be conducted within industrial and office buildings in order to maintain the industrial character of the zoning district. Use permits that propose the construction of new freestanding buildings shall not be approved unless the gross floor area of the buildings is over five thousand (5,000.) square feet.

(a) Retail service uses, such as restaurants (may include ancillary dancing and live entertainment, exclusive of Class II entertainment as defined in the Santa Clara City Code Section 15-29.3).

Sec. 23-5 Unchanged and incorporated herein.

Sec. 23-6 Unchanged and incorporated herein.

Sec. 23-7 Building height limits. Maximum permitted height shall not exceed two stories whose maximum height shall be no greater than 45 feet.

Sec. 23-8 Unchanged and incorporated herein.

Sec. 23-9 Unchanged and incorporated herein.

Sec. 23-10 Unchanged and incorporated herein.

Sec. 23-11 Unchanged and incorporated herein.

Sec. 23-12 Unchanged and incorporated herein.

Sec. 23-13 Unchanged and incorporated herein.

Sec. 23-14 Unchanged and incorporated herein.

6181c

10/2/97

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO:

BRYANT, CLOHAN, OTT, MAINES

& BARUH, LLP

Ten Almaden Blvd., Suite 600

San Jose, CA 95113

Attn: James J. Eller

EASEMENT AGREEMENT

This Easement Agreement (“Agreement”) is entered into as of             , 1997, by and among WEST VALLEY-MISSION COMMUNITY COLLEGE DISTRICT, a California Community College District (“District”), MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Mission”), whose address is 3 000 Mission College Boulevard, Santa Clara, California 95054, and NEXUS DEVELOPMENT COMPANY, INC., a California corporation (“NDC”), KINETIC SYSTEMS, INC., a California corporation (“KS”), DIGITAL SQUARE, INC., a California corporation (“DS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”) and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (Collectively “Nexus”).

R E C I T A L S:

A. District is the owner of certain real property situated in the City of Santa Clara, Santa Clara County, California, which real property is shown on the Parcel Map attached as Exhibit “A” more particularly described in Exhibit “B” attached hereto (“District Property”).

B. District has leased to Mission a portion of the District Property shown on the Parcel Map and commonly known as Parcel 12 and more particularly described on Exhibit “C” attached hereto (the “Leasehold Property”) pursuant to a long term master ground lease by and between Mission and the District (“Master Lease”), a memorandum of which was recorded on                      in the Official Records of Santa Clara County, California as Instrument                     . The portion of the District Property which is not subject to the Master Lease is hereafter referred to as the “Retained Property.”

C. Nexus has subleased the Leasehold Property pursuant to a ground lease by and between Mission and Nexus (the “Ground Lease”). A memorandum of the Ground Lease was recorded on             , 1997 in the Official Records of Santa Clara County, California as Instrument No.                     .

EXHIBIT J

D. A road is located on the District Property generally running near the westernmost, northernmost and the easternmost portions of the District Property. A portion of such road is a private road (such portion is hereafter referred to as the “Perimeter Road”). The Perimeter Road is more particularly depicted on the Parcel Map and generally outlined on Exhibit “A” attached hereto.

E. Nexus intends to develop the Leasehold Property pursuant to the terms of the Ground Lease and will require use of the Perimeter Road for vehicular and pedestrian access to and from the Leasehold Property. District desires to grant to Mission and Nexus, for the benefit of the Leasehold Property, an easement for the use of the Perimeter Road in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

In addition to the terms defined in the Recitals, the following terms as used in this Agreement shall have the following meaning:

1.1 New Intersection. The term “New Intersection” refers to that certain intersection recently constructed in front of Mission College, including signal lights, at which Mission College Blvd. and the Perimeter Road intersec and which provides access from Mission Community College and the Project to Great America Parkway or other dedicated streets.

1.2 Occupant. The term “Occupant” refers to any Person from time to time entitled to the use and occupancy of all or any portion of the Leasehold Property under any lease or similar arrangement, including without limitation, Mission and Nexus.

1.3 Perimeter Road Easement. The “Perimeter Road Easement” shall refer to the easement granted in Section 2.1 hereof.

1.4 Permittees. The term “Permittees” refers to District, Mission, Nexus and all Occupants and their respective officers, directors, employees, agents, contractors, invitees, and licensees.

1.5 Person. The term “Person” shall mean any natural individual, corporation, partnership or other legal entity.

1.6 Project. The term “Project” shall mean the Leasehold Property together with all buildings and other improvements constructed or located thereon from time to time.

- 2 -

1.7 Successors and Assigns. A party’s “Successors and Assigns” shall mean such party’s heirs, successors (by merger, consolidation or otherwise), assigns, devisees, administrators, representatives and all other Persons acquiring all or any portion of such Party’s interest in the Retained Property or Leasehold Property, as applicable.

ARTICLE 2

PERIMETER ROAD EASEMENT

2.1 Grant of Easement. District hereby grants to Mission and to Nexus, for the use by Mission and Nexus, and their respective Occupants, Permittees, Successors and Assigns, as an appurtenance for the benefit of the Leasehold Property, a non-exclusive easement over the Perimeter Road, as the same may be modified, reconfigured or improved from time to time, for ingress and egress to and from the Leasehold Property for the passage and accommodation of vehicles, and for passage and accommodation of pedestrians (“Perimeter Road Easement”). Neither Mission or Nexus shall modify, reconfigure or improve the Perimeter Road except as expressly permitted by the terms of this Agreement as expressly or permitted in writing by District. If a permitted modification, reconfiguration or improvement of the Perimeter Road results in a change in the legal description of the Perimeter Road, the parties shall execute an amendment to this Agreement, in recordable form, setting forth the revised legal description, which amendment shall be recorded in the Official Records of Santa Clara County, California; provided, however, that a party’s failure to execute such amendment shall not invalidate or affect the right of Mission, Nexus and their respective Occupants, Permittees, Successors and Assigns to use the Perimeter Road as modified, reconfigured or improved.

2. Dominant and Servient Estates. The Perimeter Road Easement granted herein is expressly for the benefit of the Leasehold Property. The Leasehold Property shall be the dominant estate with respect to the Perimeter Road Easement and the Retained Property shall be the servient estate with respect to such easement.

2.3 Indemnity. Each party shall indemnify, defend and hold the other parties harmless from any and all claims, losses or liabilities for personal injury, death or property damage resulting from the use, occupancy or possession of the Perimeter Road Easement by the indemnifying party, or its officers, directors, agents, employees, contractors, licensees and invites or resulting from the indemnifying party’s failure to perform its obligations hereunder. The foregoing obligation to indemnity, defend and hold harmless shall survive termination of this Agreement and the Perimeter Road Easement.

2.4 Term of Agreement. This Agreement and the Perimeter Road Easement shall continue with respect to the Leasehold Property so long as either Mission or Nexus or any of their Successors and Assigns has an interest in the Leasehold Property.

- 3 -

ARTICLE 3

MAINTENANCE AND REPAIR

3.1 Duty to Maintain. Mission shall maintain and repair the Perimeter Road in good condition and repair throughout the term of this Agreement. Any repairs necessary to maintain the Perimeter Road in such condition shall be performed within a reasonable time after Mission becomes aware of the need for such repair. Mission’s maintenance obligation shall include resurfacing and restriping of the Perimeter Road as necessary to keep the Perimeter Road smooth and well marked. In addition, Mission shall periodically sweep and clean the Perimeter Road. Mission shall promptly repair any damage to the Perimeter Road caused by any casualty subject to the provisions of Section 2.3 above. District hereby grants to Mission and its employees and agents the right to enter upon the Perimeter Road in order to perform the foregoing maintenance and repair obligations.

3.2 Insurance. Throughout the term of this Agreement, Mission or District shall maintain a policy of comprehensive public liability and property damage insurance insuring against any liability for injury to or death of any person and injury or damage to any property occurring on or about the Perimeter Road in a combined single limit of not less than Five Million Dollars ($5,000,000). The foregoing policy shall name Mission or District (as the case may be) and Nexus as additional insureds. The insurance policy maintained by Mission or District shall provide that no cancellation or change shall be effective without at least thirty (30) days prior written notice to the additional insureds and shall provide that there shall be no exclusion from coverage for cross-liability among the insureds. Mission or District shall have the right from time to time and, in its sole discretion, to increase the amount of the above insurance coverage. Mission or District shall have the right to obtain the foregoing insurance through participation in an insurance pool. Certificates of insurance shall be deposited with the additional insureds, together with evidence of payment of the current premium therefor. Notwithstanding Section 2.3 above, each party hereby releases the other party from any and all claims, losses or liabilities, to the extent such claim, losses or liabilities are insured against pursuant to this Agreement, to the extent permitted by the insurance covering such loss, and to the extent such insurance is not prejudiced thereby. Mission or District shall cause the insurance policy obtained by it pursuant to this Agreement to provide that the insurance company waives all right of recovery by way of subrogation against any party to this Agreement in connection with any damage covered by such policy.

3.3 Reimbursement of Easement Costs. Nexus shall reimburse Mission or District for twenty-five percent (25%) of the costs and expenses actually incurred by Mission or District with regard to maintenance and repair of the Perimeter Road and the premiums for the liability insurance required to be maintained thereon by Mission or District pursuant to this Agreement. Such payment shall be made within thirty (30) days after Mission or District submits

- 4 -

a written invoice to Nexus evidencing the costs and expenses actually incurred, but not more often than once each calendar quarter.

3.4 Effect of Termination of Agreement as to Mission. If this Agreement and the Perimeter Road Easement is terminated as to Mission and its Successors and Assigns, District shall succeed to the obligations of Mission set forth in Sections 3.1 and 3.2 above.

ARTICLE 4

TRAFFIC MITIGATION

The parties acknowledge that, in addition to Nexus, other tenants of leasehold interests in the District Property and their respective occupants, permittees, successors and assigns are served and provided access by the Perimeter Road Easement and the New Intersection. The parties also acknowledge that certain measures’ may need to be taken in this future in order to mitigate traffic on the New Intersection. In the event that the District reasonably determines that the New Intersection must be modified or that other measures must be taken in order to mitigate traffic on the New Intersection then the parties agree that each party shall contribute towards implementing such modifications or measures in an amount representing its equitable portion of the cost of such modifications or measures.

ARTICLE 5

GENERAL PROVISIONS

5.1 Attorneys’ Fees. If any party hereto shall institute any judicial action or proceeding relating to violations, threatened violations or failure of performance of or under this Agreement, or any default hereunder, or to enforce or interpret the provisions hereof, then the prevailing party shall be entitled to recover its reasonable attorneys’ fees, to be fixed by the court. The “prevailing party” shall be the party which by law is entitled to recover its costs of suit whether or not the action proceeds to final judgment.

5.2 Amendment. The parties hereto agree that the provisions of this Agreement may be modified or amended, in whole or in part, only by an amendment in writing, executed and acknowledged by the authorized representatives of each of the parties or their respective successors in interests, and duly recorded in the office of the County Recorder of Santa Clara County, California.

5.3 Estoppel Certificate. Each party covenants that within fifteen (15) days after the written request of any party hereto, it will issue to such party, or to such party’s mortgagee, ‘or any other persons specified by such party, an estoppel certificate stating to the best of its knowledge the following: (a) whether any defaults exist under this Agreement or would exist with notice and the passage of time and the nature of such defaults, (b) whether such party’s interest in the Agreement has been assigned, modified or amended in any way and stating the date, nature and parties to

- 5 -

such amendments, and (c) that this Agreement, as of that date, is in full force and effect. Failure to deliver the estoppel certificate within the fifteen (15) day period shall be deemed a conclusive presumption that this Agreement is in full force and effect and has not been modified, and that there are no defaults existing under this Agreement.

5.4 Captions. The captions of the articles and paragraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation and construction.

5.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California.

5.6 Severability. If any term, provision or condition contained in this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

5.7 Covenant Running with the Land. All of the provisions, agreements, rights, powers, covenants, conditions, restrictions, easements and obligations contained in this Agreement shall be binding upon and inure to the benefit of the parties hereto an to their respective Successors and Assigns during their respective period of ownership, unless and until modified as herein provided. All of the provisions of this Agreement shall be covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the California Civil Code. In no event shall the rights, powers and obligations of a party hereto be transferred or assigned except (i) through a transfer of such party’s interest in the Retained Property or the Leasehold Property as. applicable, or (ii) as provided in Section 3.4 above.

5.8 Notices and Multiple Parties. Mission and Nexus agree that, during any period during which Nexus shall consist of more than one person or entity, such entities must act jointly and collectively, and not individually, for any action on their part to be considered a valid act by Nexus under this Lease. Nexus shall appoint a single representative to act on Nexus’s behalf in connection with this Agreement (“Nexus’s Representative”). Nexus hereby appoints NDC whose address is 174 0 Technology Drive, Suite 315, San Jose, California 95110 as Nexus’s Representative. Nexus may change this designation only by a writing signed by all persons or entities comprising Nexus. In no event shall Mission be required to recognize any substitute designee as Nexus’s Representative if all persons or entities compromising Nexus have not joined in such designation. Notice to NDC shall be deemed to be notice to Nexus and KS, DS, GARY, REIDY and BONAGUIDI, jointly and severally, hereby agree that NDC may receive notice on their behalf and waive any further right or claim to have notice given to them for any reason whatsoever. Mission’s performance of its obligations hereunder or payment of funds due hereunder to Nexus’s Representative shall constitute full performance and/or payment to

- 6 -

Nexus. Nexus hereby represents and warrants that it is not a partnership. A breach of this Agreement by Nexus’s Representative or any person or entity constituting a portion of Nexus shall be considered a breach by Nexus. To be effective any request for consent, cooperation or otherwise of Mission must be delivered from Nexus’s Representative. The timely performance of Nexus’s obligations under this Agreement shall not be forgiven, waived, relieved, or otherwise excused by reason of the death, dissolution, supervision, incapacity, or other legal disability to act of Nexus’s Representative. In the event of the death, dissolution, suspension, incapacity or other legal disability to act of Nexus’s Representative, Nexus shall designate a successor Nexus’s Representative no later than ten (10) working days after such event. In the event Nexus fails to so designate successor Nexus’s Representative, Mission shall be entitled to tender any performance or deliver any notice under this Agreement to any one of the entities comprising Nexus, and any such performance or delivery shall be deemed valid under this Agreement.

5.9 Breach Shall Not Defeat Mortgage. A breach of any of the terms, conditions, covenants or restrictions of this Agreement shall not default or render invalid the lien of any mortgage made in good faith and for value upon any portion of the Retained Property or the Leasehold Property, but such terms, conditions, covenants or restrictions shall be binding upon, effective against and inure to the benefit of any person or entity who acquires title to or an interest in any portion of such real property by foreclosure, trustee’s sale or otherwise.

5.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

DISTRICT:

WEST VALLEY-MISSION COMMUNITY COLLEGE DISTRICT, a California community college district

By:

Its:

By:

Its:

- 7 -

MISSION:

MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation

By:

Its:

By:

Its:

NEXUS:

NEXUS DEVELOPMENT COMPANY, INC., a California corporation

By:

Its:

KINETIC SYSTEMS, INC., a California corporation

By:

Its:

DIGITAL SQUARE, INC., a California corporation

By:

Its:

R. DARRELL GARY, individually

MICHAEL J. REIDY, individually

MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST

6195C

- 8 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 9 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 10 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 11 -

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

- 12 -

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Parcels 1, 2, 3 and 4 as shown on that certain Parcel Map recorded on February 7, 1996, in Book 673 of Maps, at Pages 41-44, Santa Clara County Records.

Parcel 12 as shown oh that certain Parcel Map filed in the Office of the Recorder of the County of Santa Clara, State of California on September 17, 1990 in Book 618 of Maps, pages 27, 28, 29, 30 and 31, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123, page 154, Official Records.

EXHIBIT B

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Parcel 12 as shown on that certain Parcel Map filed in the Office of the Recorder of the County of Santa Clara, State of California on September 17, 1990 in Book 618 of Maps, pages 27, 28, 29, 30 and 31, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123, page 154, Official Records.

EXHIBIT C

1991 UNIFORM BUILDING CODE 701-702

Chapter 7

REQUIREMENTS FOR GROUP B OCCUPANCIES

NOTE: For the scope and authority of each state agency, refer to Chapter I. Section 110. Refer to the “Introduction” for directions on the use of the matrix adoption tables.

Group B Occupancies Defined

Sec. 701. Group B Occupancies shall be:

Division 1. Repair garages where work is limited to exchange of parts and maintenance requiring no open flame, welding or use of Class I, II or III-A liquids, motor vehicle fuel-dispensing stations and parking garages not classified as Group B. Division 3 open parking garages or Group M, Division 1 private garages.

Division 2. Drinking and dining establishments having an occupant load of less than 50, wholesale and retail stores, office buildings, printing plants, police and fire stations, factories and workshops using materials not highly flammable or combustible, storage and sales rooms for combustible goods, paint stores without bulk handling. (See Section 402 for definition of assembly buildings.)

Buildings or portions of buildings having rooms used for educational purposes beyond the 12th grade with less than 50 occupants in any room.

Division 3. Aircraft hangars where no repair work is done except exchange of pans and maintenance requiring no open flame, welding or the use of Class I or II liquids.

Open parking garages.

Helistops.

Division 4. Ice plants, power plants, pumping plants, cold storage and creameries.

Factories and workshops using noncombustible and nonexplosive materials.

Storage and sales rooms containing only noncombustible and nonexplosive materials that are not packaged or crated in or supported by combustible material.

For occupancy separations, see Table No. 5-B.

Construction, Height and Allowable Area

Sec. 702. (a) General. Buildings or parts of buildings classed in Group B Occupancy because of the use or character of the occupancy shall be limited to the types of construction set forth in Tables Nos. 5-C and 5-D and shall not exceed, in area or height, the limits specified in Sections 505, 506 and 507.

(b) Special Provisions. 1. Group B, Division 1 with Group A, Division 3; Group B, Division 2; or Group R, Division 1 or 2 Occupancy above. Other pro-visions of this code notwithstanding, a basement or first story of a building may be considered as a separate and distinct building for the purposes of area limitations, limitation of number of stories and type of construction, when all of the following conditions are met:

A. The basement or first story is of Type I construction and is separated from the building above with a three-hour occupancy separation.

59

EXHIBIT K

702 1991 UNIFORM BUILDING CODE

B. The building above the three-hour occupancy separation contains only Group A, Division 3; Group B, Division 2; or Group R, Division 1 or 2 Occupancies.

C. The building below the three-hour occupancy separation is used exclusively for the parking and storage of private or pleasure-type motor vehicles.

EXCEPTIONS: 1. Entry lobbies, laundry rooms, mechanical rooms and similar uses incidental to the operation of the building.

2. Group B, Division 2 office and retail occupancies in addition to those incidental to the operation of the building (including storage areas) provided that the entire structure below the three-hour occupancy separation is protected throughout by an automatic sprinkler system.

D. The maximum building height in feet shall not exceed the limits set forth in Table No. 5-D for the least type of construction involved.

2. Group B, Division 1 with Group B, Division 3 Occupancy above. Other provisions of this code notwithstanding, a Group B, Division 1 Occupancy, located in the basement or first story below a Group B, Division 3 open parking garage, as defined in Section 709, may be classified as a separate and distinct building for the purpose of determining the type of construction when all of the following conditions are met:

A. The allowable area of the structure shall be such that the sum of the ratios of the actual area divided by the allowable area for each separate occupancy shall not exceed 1.

B. The Group B, Division 1 Occupancy is of Type I or II construction and is at least equal to the fire resistance of the Group B, Division 3 Occupancy.

C. The height and the number of the tiers above the basement shall be limited as specified in Table No. 7-A or Section 709 (e).

D. The floor-ceiling assembly separating the Group B, Division 1 and Group B, Division 3 Occupancies shall be protected as required for the floor-ceiling assembly of the Group B, Division 1 Occupancy. Openings between the Group B, Division 1 and Group B, Division 3 Occupancies, except exit openings, need not be protected.

E. The Group B, Division 1 Occupancy is used exclusively for the parking or storage for private or pleasure-type motor vehicles but may contain (a) mechanical equipment rooms incidental to the operation of the building and (b) an office, and waiting and toilet rooms having a total area of not more than 1,000 square feet.

(c) Specific Use Provisions. 1. Group B, Divisions 1 and 3 Occupancies. Marine or motor vehicle fuel-dispensing stations including canopies and supports over pumps shall be of noncombustible, fire-retardant-treated wood or of one-hour fire-resistive construction.

EXCEPTIONS: 1. Roofs of one-story fuel-dispensing stations may be of heavy-timber construction.

2. Canopies conforming to Section 5213 may be erected over pumps.

In areas where motor vehicles, boats or aircraft are stored, and in motor vehicle fuel-dispensing stations and Division 1 repair garages, floor surfaces shall be of noncombustible, nonabsorbent materials. Floors shall drain to an approved oil separator or trap discharging to sewers in accordance with the Plumbing Code.

60

1991 UNIFORM BUILDING CODE 702

EXCEPTION: Floors may be surfaced or waterproofed with asphaltic paving materials in areas where motor vehicles or airplanes are stored or operated.

Canopies under which fuels are dispensed shall have a clear, unobstructed height of not less than 13 feet 6 inches to the lowest projecting element in the vehicle drive-through area.

2. Group B, Division 2 storage areas. Storage areas in connection with whole-sale or retail sales in Division 2 Occupancies shall be separated from the public area by a one-hour fire-resistive occupancy separation.

EXCEPTION: Occupancy separation need not be provided when any one of the following conditions exists:

A. The storage area does not exceed 1,000 square feet, or

B. The storage area is sprinklered and does not exceed 3,000 square feet, or

C. The building is provided with an approved automatic sprinkler system throughout. Area increases as specified in Section 506(c) are permitted.

3. Laboratories and vocational shops. Laboratories and vocational shops in buildings used for educational purposes and similar areas containing hazardous materials shall be separated from each other and other portions of the building by not less than a one-hour fire-resistive occupancy separation. When the quantities of hazardous materials in such uses do not exceed those listed in Table No. 9-A or 9-B, the requirements of Sections 905 and 908 shall apply. When the quantities of hazardous materials in such uses exceed those allowed by Table No. 9-A or 9-B, the use shall be classified as the appropriate Group H Occupancy.

Occupants in laboratories having an area in excess of 200 square feet shall have access to at least two exits from the room and all portions of the room shall be with-in 75 feet of an exit.

4. Medical gas systems. Medical gas systems shall be installed and maintained in accordance with the Fire Code. When nonflammable supply cylinders for such systems are located inside buildings they shall be in a separate room or enclosure separated from the rest of the building by not less than one-hour fire-resistive construction. Openings between the room or enclosure and interior spaces shall be protected by self-closing smoke-and draft-control assemblies having a fire-protection rating of not less than one hour. Rooms shall have at least one exterior wall in which there are not less than two vents of not less than 36 square inches in area. One vent shall be within 6 inches of the floor and one shall be within 6 inches of the ceiling.

EXCEPTION: When an exterior wall cannot be provided for the room, automatic sprinklers shall be installed within the room and the room shall be vented to the exterior through dueling contained within a one-hour-rated shaft enclosure. Approved mechanical ventilation shall provide six air changes per hour for the room.

5. Parking garage headroom. Parking garages shall have an unobstructed headroom clearance of not less than 7 feet above the finish floor to any ceiling, beam, pipe or similar construction, except for wall-mounted shelves, storage surfaces, racks or cabinets.

6. Group B, Division 4 roof framing. In Division 4 Occupancies, fire protection of the underside of roof framing may be omitted in all types of construction.

7. Amusement buildings. Amusement buildings with an occupant load of less than 50 shall comply with Sections 610, 3314(f) and 3802(c).

61

702-705 1991 UNIFORM BUILDING CODE

EXCEPTION: Amusement buildings or portions thereof which are without walls or a roof and constructed to prevent the accumulation of smoke in assembly areas.

For flammable decorative materials, see the Fire Code.

Location on Property

Sec. 703. For fire-resistive protection of exterior walls and openings, as determined by location on property, see Section 504 and Part IV.

Access and Exit Facilities

Sec. 704. Exits shall be provided as specified in Chapter 33. [For special requirements see Section 3317. See also Section 702(c) for exits from laboratories.]

Access to, and egress from, buildings required to be accessible shall be provided as specified in Chapter 31A.

Light, Ventilation and Sanitation

Sec. 705.(a) Light. In Group B Occupancy buildings, enclosed portions customarily occupied by human beings, other than rooms and areas for which requirements are specified elsewhere in this section, shall be provided with natural light by means of exterior glazed openings with an area equal to one tenth of the total floor area of such portions, or shall be provided with artificial light.

(b) Ventilation. 1. General. In Group B Occupancy buildings, enclosed portions customarily occupied by human beings, other than rooms and areas for which requirements are specified elsewhere in this section, shall be provided with natural ventilation by means of exterior openings with an operable area not less than 1/20 of the total floor area of such portions, or shall be provided with a mechanically operated ventilating system. The mechanically operated ventilation system shall be capable of supplying a minimum of 5 cubic feet per minute of out-side air per occupant in all occupied portions of the building.

EXCEPTION: In Group B. Division 1 repair garages and motor vehicle fuel-dispensing stations without lubrication pits, storage garages and aircraft hangars, such ventilating system may be omitted when, in the building official’s opinion, the building is supplied with unobstructed openings to the outer air which are sufficient to provide the necessary ventilation.

In all buildings or portions thereof where Class I, II or IIl-A liquids are used, exhaust ventilation shall be provided sufficient to produce six air changes per hour. Such exhaust ventilation shall be taken from a point at or near the floor level.

Toilet rooms shall be provided with a fully openable exterior window at least 3 square feet in area; or a vertical duct not less than 100 square inches in area for the first toilet facility, with 50 additional square inches for each additional facility; or a mechanically operated exhaust system capable of providing a complete change of air every 15 minutes. Such systems shall be connected directly to the outside, and the point of discharge shall be at least 3 feet from openings into the building.

2. Parking garages. In parking garages, other than open parking garages as de-fined in Section 709(b), used for storing or handling of automobiles operating under

62 OCTOBER 1, 1993

1991 UNIFORM BUILDING CODE 705

their own power and on all loading platforms in bus terminals, ventilation shall be provided capable of exhausting a minimum of 1.5 cubic feet per minute per square foot of gross floor area. The building official may approve an alternate ventilation system designed to exhaust a minimum of 14,000 cubic feet per minute for each operating vehicle. Such system shall be based on the anticipated instantaneous movement rate of vehicles, but not less than 2.5 percent (or one vehicle) of the garage capacity. Automatic carbon monoxide-sensing devices may be employed to modulate the ventilation system to maintain a maximum average concentration of carbon monoxide of 50 parts per million during any eight-hour period, with a maximum concentration not greater than 200 parts per million for a period not exceeding one hour. Connecting offices, waiting rooms, ticket booths and similar uses shall be supplied with conditioned air under positive pressure.

EXCEPTION: Mechanical ventilation need not be provided within a Group B, Division 1 parking garage when openings complying with Item 2 of Section 709(b) are provided.

(c) Sanitation. Buildings or portions thereof where persons are employed shall be provided with at least one water closet. Separate facilities shall be provided for each sex when the number of employees exceeds four. Such toilet facilities shall be located either in such building or conveniently in a building adjacent thereto on the same property.

Such water closet rooms in connection with food establishments where food is prepared, stored or served shall have a nonabsorbent interior finish as specified in Section 510(b), shall have hand-washing facilities therein or adjacent thereto, and shall be separated from food preparation or storage rooms as specified in Section 510(a).

For other requirements on water closets, see Section 511.

(d) [for CA] Schools of Cosmetology. The minimum ceiling height of the practice and classroom areas of school premises shall be at least 9 feet in height.

(e) [for AGR] Meat and Poultry Processing Plants. 1. Lighting. There shall be either natural or artificial light or both, and ventilation for all rooms and compartments.

A. All rooms in which poultry is killed, eviscerated or otherwise processed shall have at least 30 footcandles of light intensity on all working surfaces.

EXCEPTIONS: 1. At the inspection stations such light intensity shall be of 50 footcandles.

2. In all other rooms there shall be provided at least 5 footcandles of light intensity when measured at a distance of SO inches from the floor.

2. Ventilation. A. Freezing rooms, other than those for plate freezers or liquid freezing, shall have forced-air circulation, and freezers and coolers shall be equipped with floor racks or pallets unless other means are used which will assure that products will be maintained in a wholesome condition.

B. Toilet rooms shall be ventilated to the outside of the building.

63

705 1991 UNIFORM BUILDING CODE

3. Lavatories, toilets and other sanitary facilities. A. Lavatory and toilet accommodations, including but not being limited to running hot and cold water, shall be provided as follows:

TABLE NO. 705(b) 3

PERSONS OF SAME SEX	TOILET BOWLS REQUIRED
1 to 15, inclusive	1
16 to 35, inclusive	2
36 to 50, inclusive	3*
56 to 80, inclusive	4*
For each additional 30 persons in excess of 80	1*

* Urinals may be substituted for toilet bowls, but only to the extent of one third of the total number of bowls stated.

B. Lavatories shall be in or adjacent to toilet and locker rooms and also at other places in the plant to provide for the cleanliness of all personnel handling products.

C. Toilet rooms opening directly into rooms where poultry products are exposed shall have self-closing doors.

D. Dressing rooms, toilet rooms and urinals shall be provided in each establishment which are ample in size and readily accessible. They shall be separate from the rooms and compartments in which products are prepared, stored or handled. Where both sexes are employed, separate facilities shall be provided.

E. Lockers or other facilities shall be provided for employees’ wearing apparel and for the storing and changing of clothing. Lockers shall not be located in rooms where processing operations are conducted.

F. Handwashing facilities serving areas where dressed poultry and poultry products are prepared shall be operated by other than hand-operated controls, or shall be of a continuous flow type which provides flow of water for washing hands.

G. Catch basins. All catch basins on the premises shall accommodate the provisions of Subsection (f)3.

(f) [for AGR] Horsemeat and Pet Food Establishments. 1. Lighting. There shall be light and ventilation for all rooms and compartments.

2. Sanitary facilities and accommodations. Sanitary facilities and accommodations shall be furnished by every official establishment as follows:

A. Dressing rooms, toilet rooms and urinals shall be provided in each establisment which are ample in size and readily accessible. They shall be separate from the rooms and compartments in which products are prepared, stored or handled. Where both sexes are employed, separate facilities shall be provided.

B. Lavatories, including running hot and cold water shall be placed in or adjacent to toilet and urinal rooms and also at other places in the establishment to sure cleanliness of all persons handling any product.

C. Facilities shall be provided for cleansing and disinfecting utensils.

3. Catch basins. All catch basins on the premises shall be of such construction and location to ensure their being kept clean and odorless. Catch basins shall not be located in departments where any product is prepared, handled or stored.

4. Final inspection space. Such spaces shall be equipped with hot water and a lavatory.

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1991 UNIFORM BUILDING CODE 705-709

(g) (for CA) Acupuncture Offices. Every acupuncture office shall have a readily accessible bathroom facility which shall be maintained in a clean and sanitary condition at all times. In addition, there shall be a sink with hot and cold running water in or near each treatment room.

Shaft and Exit Enclosures

Sec. 706. Exits shall be enclosed as specified in Chapter 33.

Elevator shafts, vent shafts and other openings through floors shall be enclosed, and the enclosure shall be as specified in Section 1706.

EXCEPTION: In Group B. Division 4 Occupancies, exits shall be enclosed as specified in Chapter 33, but other through-floor openings need not be enclosed.

In buildings housing Group B Occupancies equipped with automatic sprinkler systems throughout, enclosures need not be provided for escalators where the top of the escalator opening at each story is provided with a draft curtain and automatic fire sprinklers are installed around the perimeter of the opening within 2 feet of the draft curtain. The draft curtain shall enclose the perimeter of the unenclosed opening and extend from the ceiling downward at least 12 inches on all sides. The spacing between sprinklers shall not exceed 6 feet.

Sprinkler and Standpipe Systems

Sec. 707. When required by other provisions of this code, automatic sprinkler systems and standpipes shall be installed as specified in Chapter 38.

Special Hazards

Sec 708. Chimneys and heating apparatus shall conform to the requirements of Chapter 37 of this code and the Mechanical Code.

Storage and use of flammable and combustible liquids shall be in accordance with the Fire Code.

Devices generating a glow or flame capable of igniting gasoline vapor shall not be installed or used within 18 inches of the floor in any room in which Class I flammable liquids or gas are used or stored.

Every room containing a boiler, central heating plant or hot-water supply boiler shall be separated from the rest of the building by not less than a one-hour fire-resistive occupancy separation.

EXCEPTION: Boilers, central heating plants or hot-water supply boilers where the largest piece of fuel equipment does not exceed 400,000 Btu per hour input. Buildings erected or converted to house high-piled combustible storage or aerosols shall comply with the Fire Code.

Open Parking Garages

Sec. 709. (a) Scope. Except where specific provisions are made in the following subsections, other requirements of this code shall apply.

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709 1991 UNIFORM BUILDING CODE

(b) Definitions. 1. General. For the purpose of this section, certain terms are defined as follows:

MECHANICAL-ACCESS OPEN PARKING GARAGES are open parking garages employing parking machines, lifts, elevators or other mechanical devices for vehicles moving from and to street level and in which public occupancy is prohibited above the street level.

OPEN PARKING GARAGE is a structure of Type I or Type II construction with the openings as described in Subsection 2 on two or more sides and which is used exclusively for the parking or storage of private or pleasure-type motor vehicles.

EXCEPTION: The grade-level tier may contain an office, and waiting and toilet rooms having a total area of not more than 1,000 square feet, and such area need not be separated from the open parking garage.

RAMP-ACCESS OPEN PARKING GARAGES are open parking garages employing a series of continuously rising floors or a series of interconnecting ramps between floors permitting the movement of vehicles under their own power from and to the street level.

2. Openness. For natural ventilation purposes, the exterior side of the structure shall have uniformly distributed openings on two or more sides. The area of such openings in exterior walls on a tier must be at least 20 percent of the total perimeter wall area of each tier. The aggregate length of the openings considered to be pro-viding natural ventilation shall constitute a minimum of 40 percent of the perimeter of the tier. Interior wall lines and column lines shall be at least 20 percent open with uniformly distributed openings.

(c) Construction. Construction shall be of noncombustible materials. Open parking garages shall meet the design requirements of Chapter 23. For vehicle barriers, see Section 1712.

(d) Area and Height. Area and height of open parking garages shall be limited as set forth in Table No. 7-A except for increases allowed by Subsection (e).

In structures having a spiral or sloping floor, the horizontal projection of the structure at any cross section shall not exceed the allowable area per parking tier. In the case of a structure having a continuous spiral floor, each 9 feet 6 inches of height or portion thereof shall be considered as a tier.

The clear height of a parking tier shall not be less than 7 feet, except that a lesser clear height may be permitted in mechanical-access open parking garages when approved by the building official.

(e) Area and Height Increases. The area and height of structures with cross ventilation throughout may be increased in accordance with provisions of this sub-section. Structures with sides open on three fourths of the building perimeter may be increased by 25 percent in area and one tier in height. Structures with sides open around the entire building perimeter may be increased 50 percent in area and one tier in height. For a side to be considered open under the above provisions, the total area of openings along the side shall not be less than 50 percent of the interior area of the side at each tier, and such openings shall be equally distributed along the length of the tier.

Open parking garages constructed to heights less than the maximums established by Table No. 7-A may have individual tier areas exceeding those otherwise

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1991 UNIFORM BUILDING CODE 709-710

permitted, provided the gross tier area of the structure does not exceed that permitted for the higher structure. At least three sides of each such larger tier shall have continuous horizontal openings not less than 30 inches in clear height extending for at least 80 percent of the length of the sides, and no part of such larger tier shall be more than 200 feet horizontally from such an opening. In addition, each such opening shall face a street or yard accessible to a street with a width of at least 30 feet for the full length of the opening, and standpipes shall be provided in each such tier.

Structures of Type II-F.R., Type II One-hour or Type II-N construction, with all sides open, may be unlimited in area when the height does not exceed 75 feet. For a side to be considered open, the total area of openings along the side shall not be less than 50 percent of the interior area of the side at each tier, and such openings shall be equally distributed along the length of the tier. All portions of tiers shall be with-in 200 feet horizontally from such openings.

(f) Location on Property. Exterior walls and openings in exterior walls shall comply with Table No. 7-B. The distance from an adjacent property line shall be determined in accordance with Section 504.

(g) Stairs and Exits. Where persons other than parking attendants are permitted, stairs and exits shall meet the requirements of Chapter 33, based on an occupant load of 200 square feet per occupant. Where no persons other than parking attendants are permitted, there shall not be less than two stairs 3 feet wide. Lifts may be installed for use of employees only, provided they are completely enclosed by noncombustible materials.

(h) Standpipes. Standpipes shall be installed when required by the provisions of Chapter 38.

(i) Sprinkler Systems. When required by other provisions of this code, auto-made sprinkler systems and standpipes shall be installed in accordance with the provisions of Chapter 38.

(j) Enclosure of Vertical Openings. Enclosure shall not be required for vertical openings except as specified in Subsection (g) for lifts.

(k) Ventilation. Ventilation, other than the percentage of openings specified in Subsection (b), shall not be required.

(1) Prohibitions. The following uses and alterations are not permitted:

1. Automobile repair work.

2. Parking of buses, trucks and similar vehicles.

3. Partial or complete closing of required openings in exterior walls by tarpaulins or any other means.

4. Dispensing of fuel.

Helistops

Sec. 710. (a) General. Helistops may be erected on buildings or other locations if they are constructed in accordance with this section.

(b) Size. The touchdown or landing area for helicopters of less than 3,500 pounds shall be a minimum of 20 feet by 20 feet in size. The touchdown area shall be surrounded on all sides by a clear area having a minimum average width at roof level of 15 feet but with no width less than 5 feet.

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710-713 1991 UNIFORM BUILDING CODE

(c) Design. Helicopter landing areas and supports therefor on the roof of a building shall be of noncombustible construction. Landing areas shall be designed to confine any Class I, II or III-A liquid spillage to the landing area itself and provision shall be made to drain such spillage away from any exit or stairway serving the helicopter landing area or from a structure housing such exit or stairway.

(d) Exits and Stairways. Exits and stairways from helistops shall comply with the provisions of Chapter 33 of this code, except that all landing areas located on buildings or structures shall have two or more exits. For landing platforms or roof areas less than 60 feet in length, or less than 2,000 square feet in area, the second exit may be a fire escape or ladder leading to the floor below.

(e) Federal Aviation Approval. Before operating helicopters from helistops, approval must be obtained from the Federal Aviation Administration.

Dry-cleaning Plants

Sec. 711. Dry-cleaning plants using nonflammable solvents shall, in addition to the provisions of this chapter, conform to the provisions of Article 36, Division XVIII of the Fire Code.

Special Standards of Accessibility

Sec. 712. General accessibility requirements can be found in Chapters 31A, 33 and 51.

Cold Storage, Processing and Manufacturing Rooms

Sec. 713. (a) [for DOSH] Every cold storage, processing and manufacturing room shall have at least one door which can be opened from the inside.

EXCEPTIONS: 1. Doors may be padlocked or otherwise securely locked from the outside if the room is equipped with an inside release mechanism which will release the latch and open the door when the latch is padlocked, or

2. There is posted on the outside of the doors a sign reading “Do Not Lock These Doors Until You Are Positive No One Is Inside,” and the room is equipped with an electrically operated audible and visible signal system which can be actuated from inside the room and be seen and heard outside the room. Both systems to be on a single control and tested daily.

NOTE: A cold storage space or box is a room used for the preservation of substances by controlled temperatures. A cold processing or manufacturing room is an enclosed space or room in which products are treated, processed or manufactured in temperatures at or less than 32°C.

(b) [for DOSH] Illumination shall be provided in the room. This may be either a constantly burning lamp without switch control or a lamp controlled by a switch to be located inside near the door. If a switch is used, means shall be provided to indicate its location in the dark.

(c) [for DOSH] Cold storage, processing and manufacturing rooms cooled directly by refrigerant coils which are located inside the room and are subject to collision damage and which contain carbon dioxide, Group 2 or Group 3 refrigerants,

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1991 UNIFORM BUILDING CODE 713-714

or by air mechanically circulated over refrigerant coils which are subject to damage and which contain carbon dioxide, Group 2 or Group 3 refrigerants, or where the refrigerant agent is located and/or dispersed inside the rooms; shall have at least two exits remotely located from each other. These exits may be through ventilated corridors or other ventilated areas which provide unobstructed and safe access to a place of safety.

EXCEPTION: Cold storage, processing and manufacturing rooms having a floor area of less than 200 square feet, provided that an employee would not be required to travel more than 12 feet to an interior-operating exit door.

Pharmacies

Sec. 714. (a) [for CA] Pharmacy Area. The minimum area of the pharmacy, excluding enclosed storerooms, shall not be less than 240 square feet. Each pharmacy shall be of adequate size to permit effective and nonhazardous pharmacy practice of the type engaged in by the permit holder.

(b) [for CA] Prescription Compounding and Dispensing Counter. There shall be a prescription compounding and dispensing counter which shall provide unobstructed working space commensurate with the compounding and dispensing workload requirements of the pharmacy and which shall be used for no other purpose.

(c) [for CA] Factors to be considered in determining the adequacy of pharmacy size under Subsection (b) and the adequacy of the prescription compounding and dispensing space under Subsection (c) shall include, but are not limited to, the following: the number and type of personnel, the amount and type of equipment and stock in the pharmacy, the layout of the pharmacy and prescription volume.

(Text continues on page 68.5.)

OCTOBER 1, 1993 68.1

1991 UNIFORM BUILDING CODE 714-715

(d) [for CA] Separation of Pharmacy and Access. 1. The pharmacy shall be separated from the merchandising area by a barrier with a minimum height of 5 feet and of sufficient width which will render the narcotics or dangerous drugs or dangerous devices, as defined in Business and Professions Code Section 4035, within the pharmacy inaccessible to the reach of any unauthorized person. The board may permit alternate types of separations if, in its opinion, they provide equivalent security. The only access to the pharmacy shall be by doors or gates which can be locked.

2. A permanent barrier or partition extending from floor to ceiling shall be provided to separate the pharmacy, or the pharmacy and adjoining merchandising area, from the rest of the building or the outside. Such permanent barrier may consist of gates or doors, and may include required swinging exit doors. All such gates or doors shall be capable of being locked.

(e) [for CA] Restrooms. A new pharmacy shall maintain immediately adjacent and accessible thereto a restroom. The restroom shall contain a toilet and washbasin supplied with running water.

(f) [for CA] Sink. All pharmacies shall be equipped with a sink within the pharmacy for pharmaceutical purposes. The sink shall be supplied with hot and cold running water.

(g) [for CA] Compounding Area for Parenteral Solutions. The pharmacy shall have a designated area for the preparation of sterile products for dispensing which shall:

1. In accordance with Federal Standard 209(b), Clean Room and WorkStation Requirements, Controlled Environment, as approved by the commission, Federal Supply Service, General Services Administration meet standards for Class 100 HEPA (high efficiency particulate air) filtered air such as laminar airflow hood or clean room.

2. Have nonporous and cleanable surfaces, walls, floors and floor coverings.

3. The pharmacy shall be arranged in such a manner that the laminar-flow hood is located in an area which is exposed to minimal traffic flow, and is separate from any area used for bulk storage of items not related to the compounding of parenteral solution.

There shall be sufficient space, well separated from the laminar-flow hood area, for the storage of bulk materials, equipment and waste materials.

4. A sink with hot and cold running water must be within the parenteral solution compounding area or adjacent to it.

NOTE: For additional pharmacy mechanical standard requirements, see Chapter II, California Mechanical Code.

Minimum Standards

Sec. 715. All premises where veterinary medicine, veterinary dentistry or veterinary surgery is being practiced, and all instruments, apparatus and apparel used in connection with those practices, shall be kept clean and sanitary at all times and shall conform to the following minimum standards:

(a) [for CA] Indoor lighting for halls, wards, reception areas, and examining and surgical rooms shall be adequate for their intended purpose. All surgical rooms shall be provided with emergency lighting.

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715-716 1991 UNIFORM BUILDING CODE

(b) [for CA] A veterinary facility where animals are housed shall contain the following:

1. A reception room and office, or a combination of the two.

2. An examination room separate from other areas of the facility and of sufficient size to accommodate the doctor, assistant, patient and client.

3. A surgery room separate and distinct from all other rooms.

4. Housing. In those veterinary hospitals where animals are retained for treatment or hospitalization, the following shall be provided:

A. Separate compartments, one for each animal, maintained in a sanitary manner so as to assure comfort.

B. Facilities allowing for the effective separation of contagious and noncontagious cases.

C. Exercise runs which provide and allow effective separation of animals and their waste products.

NOTE: Where animals are kept in clinics for 24 hours or more, walking the animal meets this requirement.

(c) [for CA] Practice Management. 1. Veterinary facilities shall maintain a sanitary environment to avoid sources and transmission of infection. This is to include the proper routine disposal of waste materials and proper sterilization or sanitation of all equipment used in diagnosis or treatment.

2. Fire precaution shall meet the requirements of local and state fire-prevention codes.

3. The temperature and ventilation of the facility shall be maintained so as to assure the comfort of all patients.

4. The veterinary facility must have the capacity to render adequate diagnostic radiological services, either in the hospital or through other commercial facilities. Radiological procedures shall be in accordance with state public health standards.

5. Sanitary methods for the disposal of deceased animals shall be provided and maintained. Where the owner of a deceased animal has not given the veterinarian authorization to dispose of the animal, the veterinarian shall be required to retain the carcass in a freezer for at least 14 days.

Barber Colleges and Shops

Sec. 716. (a) [for CA] Barber College Floors. Floors of barber colleges shall be covered with hardwood, linoleum, asphalt tile or some other washable and nonporous material other than paint.

(b) [for CA] Barber Shop Floors. Floors of barber shops shall be covered with hard wood, linoleum, asphalt tile, carpeting or some other washable material other than paint.

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1991 UNIFORM BUILDING CODE 716-718

(c) [for CA] Barber Shop Washbasin(s) and Lavatory(ies). A barber shop owner shall provide washbasin (s) or lavatory(ies) within the working area of the barbershop.

(d) [for CA] Minimum Barber Shop Size. A barbershop shall be a minimum of 8 feet wide, 8 feet long, with an 8-foot ceiling.

(e) [for CA] Barber College Premises. In a college of barbering, the room for practical work and demonstrations shall be at least 14 feet wide for one row of barber chairs and shall be at least 20 feet wide for two rows of chairs.

Schools of Cosmetology, Cosmetological Establishments and Satellite Classrooms

Sec. 717. (a) [for CA] Floor Space. 1. Schools of cosmetology. The minimum floor space in any school of cosmetology premises shall be 3,000 square feet; not less than 2,000 square feet of which shall be provided for the working, practice and classroom areas.

EXCEPTION: When the average daily attendance for either day or night school in a school of cosmetology exceeds 50 students for a period of three months, an additional 30 square feet of floor space shall be required for each additional student after the first 50, which shall be provided for the working, practice and classroom areas.

2. Schools of electrology. The minimum floor space in any school of electrology premises shall be 1,000 square feet, not less than 600 square feet of which shall be provided for the working, practice and classroom areas.

EXCEPTION: When the average daily attendance for either day or night school in a school of electrology exceeds 15 students, an additional 30 square feet of floor space shall be required for each additional student after the first 15, which shall be provided for the working, practice and classroom areas.

3. Satellite classrooms. The minimum floor space in any satellite classroom of a school of cosmetology or electrology shall be 1,000 square feet.

EXCEPTION: For each additional student after the first 50, an additional 20 square feet of floor space shall be required.

(b) [for CA] Floor Finish. The floors in the toilet area of each school and establishment shall be of nonabsorbent material.

Meat and Poultry Processing Plants [for AGR]

Sec. 718. (a) General Construction. The buildings shall be of sound construction and kept in good repair.

1. The doors, windows, skylights and other outside openings of the plant, shall be protected by fitted screens or other devices, against the entrance of flies and other insects.

EXCEPTION: Doors, windows, skylights and other outside openings in receiving and feeding rooms need nor meet this requirement.

2. Outside doors shall be so hung as to be close fitting when closed.

EXCEPTION: Outside doors in receiving and feeding rooms need not meet this requirement.

Doors shall be provided with self-closing devices where necessary to prevent the entry of vermin into processing and storage rooms.

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718 1991 UNIFORM BUILDING CODE

3. Rooms or compartments used for edible products shall be separate and distinct from inedible products departments and from rooms where live poultry is held or slaughtered. Separate rooms shall be provided when required for conducting processing operations in a sanitary manner; and all rooms shall be able to accommodate equipment for processing operations.

NOTE: In the event of specific conflict between the provisions of Title 24 and federal regulations, the federal regulations shall take precedence.

4. The room and compartments in which any product is prepared or handled shall be free from odors.

(b) Refuse Rooms. A separate refuse room shall be required in official establishments where accumulations of refuse occur. Refuse rooms shall be entirely separate from other rooms in the establishment, and shall provide for the following:

1. Tight-fitting doors.

2. Ventilation.

3. Drainage.

4. Cleanup facilities.

5. Floors and walls to a height of 6 feet above the floor shall be impervious to moisture.

6. Walls above that height, and ceilings, shall be moisture resistant.

(c) Rooms for Holding Carcasses for Further Inspection. Rooms or other acceptable facilities in which carcasses or parts thereof are held for further inspection shall be in such numbers and such locations as needs of the inspection in the establishment may require. These rooms or facilities shall be equipped with hasps for locking.

(d) Coolers and Freezers. Coolers and freezers shall be of such size and capacity as are required for compliance with the provisions set forth in Section 81.50.7 C.F.R.—Part 81. United States Department of Agriculture regulations governing the inspection of poultry and poultry products.

(e) Boiler Room. The boiler room shall be a separate room where necessary to prevent dirt and objectional odors entering from it into any room where dressed poultry or poultry products are prepared, handled or stored.

(f) Inspector’s Office. Office space for the use of government personnel shall be provided. The room or space must meet the approval of the inspection service and provide for the following:

1. Light

2. Heat

3. Ventilation

4. Lockers

5. File cabinets

(g) Facilities for Program Employees. Establishment shall have facilities for program employees as provided in Section 715 (b).

(h) Lunch Rooms. Lunch rooms or lunch areas separate from the processing, packing or supply rooms shall be provided in establishments where employees eat their lunches.

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1991 UNIFORM BUILDING CODE 718-720

(i) Floors. All floors in rooms where exposed products are prepared or handled shall be constructed of, or finished with, materials impervious to moisture. The floors in killing, ice cooling, ice packing, eviscerating, cooking, boning and cannery rooms shall be graded for complete runoff with no standing water.

(j) Walls, Posts, Partitions and Doors. All walls, posts, partitions and doors in rooms where exposed products are prepared or handled shall be smooth and constructed of materials impervious to moisture to a height of 6 feet above the floor. All surfaces above this height must be smooth and finished with moisture-resistant material.

(k) Ceilings. Ceilings must be moisture resistant in rooms where exposed products are prepared or handled, finished and sealed.

(l) Rails. Rails should be located and passageway space provided so that exposed product does not come in contact with posts, walls and other fixed parts of the building, or with barrels, boxes and other containers trafficked through holding and operating areas.

Collection Centers and Facilities [for AGR]

Sec. 719. (a) General Construction. 1. Collection centers shall have facilities for the storage of carcasses and parts of dead animals and the cleaning and sanitizing of vehicles.

2. Buildings used for the temporary storage of animal carcasses, packinghouse wastes and other products before transportation to a licensed rendering plant shall be of sound construction and shall be of such construction as to prevent the entrance or harboring of vermin.

3. The floors, walls, ceilings, partitions and doors shall be of such material, construction and finish as to make them readily cleanable.

4. The area for the cleaning and sanitizing of vehicles shall be provided with adequate live steam, producing a temperature of at least 180°F., or other method for sanitizing vehicles.

5. Facilities shall be provided for the holding and disposal of solid waste resulting from the cleaning operation. Such facilities shall be accessible and easily cleaned and so constructed as to prevent the entrance or harborage of vermin flies and other insects.

(b) Floors. Floors of rooms in which carcasses and packinghouse wastes are received or stored shall be graded to permit runoff of water with no standing water. In new construction and in renovated buildings where floors are to be resurfaced, the pitch shall not be less than  ¹/₄ inch per foot to drains.

(c) Lavatories and Toilets. Modern lavatory accommodations, including running hot and cold water, shall be provided.

Renderers [for AGR]

Sec. 720. (a) General Construction. 1. Separation from other businesses. Every licensed rendering establishment shall be separate and distinct from any other nonlicensed establishment in which any meat or meat byproducts are handled and from any other nonlicensed business at the discretion of the director.

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721-722 1991 UNIFORM BUILDING CODE

Horsemeat and Pet Food Establishments [for AGR]

Sec. 721. (a) Scope. In the event of specific conflict between the provisions of Title 24 and federal regulations, the federal regulations shall take precedence.

(b) General. 1. Facilities for program employees. Office space, including light and heat shall be provided by official establishments for the inspector and other program employees. The office space shall be conveniently located, ventilated and provided with lockers for storage and with facilities for employees to change clothing, if such clothes-changing facilities are deemed necessary by the officer in charge.

EXCEPTION: At the discretion of the administrator, small plants requiring the services of less than one full-time inspector need not furnish facilities for program employees as prescribed in this section, where adequate facilities exist in a nearby convenient location.

2. Final inspection places. A. Final inspection places shall, by size, rail arrangement and other equipment, prevent contamination of edible carcasses or parts by inedible carcasses or parts.

B. Floors. The floors shall be of such construction as to facilitate the maintenance of sanitary conditions and shall have drainage connections. When the final inspection place is part of a larger floor, it shall be separated from the rest of the floor by a curb, railing or otherwise.

3. Docks and receiving rooms. Docks and receiving rooms shall be provided.

4. The floors, walls, ceilings, partitions, posts, doors and other parts of all structures shall be of such materials, construction and finish as will make them readily and thoroughly cleanable. The floors shall be kept watertight.

5. Rails. Rails should be located, and passageway space provided, so that exposed product does not come in contact with posts, walls and other fixed parts of the building, or with barrels, boxes and other containers trafficked through holding and operating areas.

6. The rooms and compartments used for edible products shall be separate and distinct from those used for inedible products.

7. The rooms and compartments in which any product is prepared or handled shall be free from odors.

8. Precaution shall be taken to exclude flies, rats, mice and other vermin from official establishments.

Sanitary Control of Shellfish (Plants and Operations) [for DHS]

Sec. 722. (a) Culling Plants. Culling plants shall be located in areas free from insanitary conditions and faulty sewage disposal. They shall be provided with an ample supply of water under adequate pressure from a source approved by the Department of Health Services for the purpose of hosing down floor and benches and cleaning the shellfish. Floors and premises shall be kept in a clean and sanitary condition.

(b) Plant Arrangement. Unless shellfish are shucked directly into packing containers with no further processing, the shucking and packing processes shall be

68.10

1991 UNIFORM BUILDING CODE 722

done in separate rooms. There shall be installed in the partition between the two rooms a delivery window through which the shucked stock is passed to the packing room. Provision shall be made for storing the employees’ outer garments, aprons, gloves, etc., in a separate room.

NOTE: In special instances where shucking is done on a small scale for local retail sales, shucking and packing may be permitted in a single room if approved by the Department of Health Services. This single room and all operations shall conform to all requirements of these regulations except that of separate shucking and packing rooms. “Limited” certificates shall be issued in these instances and all containers of shucked shellfish shall be clearly labeled or marked with the words “limited certificate” and the appropriate certificate number

(c) Floors. The floors of all rooms in which shellfish are stored, shucked, washed, packed or otherwise processed shall be constructed of concrete or other equally impervious material, graded to drain quickly, free from cracks or uneven surfaces that might interfere with proper cleaning or drainage, and maintained in clean and satisfactory condition.

(d) Walls and Ceilings. Walls and ceilings shall be maintained in a smooth, lean, washable, light-colored condition. They shall be impervious to moisture and shall be kept in good repair. Walls contiguous to benches shall, to a height of 2 feet above the bench top, be of smooth concrete, metal or equally nonabsorbent material.

(e) Screening. The plant shall have all openings effectively screened, unless other effective means are provided to prevent the entrance of flies and other insects.

(f) Light. Ample light to work by shall be provided in all working rooms. A light intensity of not less than 10 footcandles shall be maintained on all working surfaces when workers are at their working positions.

(g) Ventilation. Adequate ventilation shall be provided to prevent condensation on ceilings or other surfaces.

(h) Toilet Facilities. Every shellfish culling, shucking, packing or repacking plant shall be provided with clean and adequate toilet facilities conveniently located. No toilet room shall be used for the storage of garments, food products, containers or equipment. Construction and maintenance of toilets shall comply with all local and state regulations.

(i) Handwashing Facilities. An adequate number of lavatories shall be provided at locations convenient to toilet rooms and shellfish handling operations, including running hot and cold water, soap and individual disposal towels. The use of a common towel is prohibited.

All employees shall wash their hands thoroughly with running water and soap on beginning work and after each visit to the toilet. Signs to this effect shall be posted in conspicuous places in the plant and in the toilet rooms.

(j) Sewers and Drains. Sewage and other liquid wastes shall be discharged into public sewers wherever possible. Where private sewage or waste disposal systems must be utilized, they shall be constructed in accordance with state and local regulations pertaining thereto. Plant waste systems shall be properly trapped and vented. Waste liquids shall be disposed of in a manner that will not adversely affect the quality of the water in which shellfish are grown or stored. Waste lines from washing machines shall have suitable protection against the possibility of sewage or wastes entering these machines.

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722-723 1991 UNIFORM BUILDING CODE

(k) Water Supply. Shucking, packing or repacking plants shall be provided with an ample supply of water under adequate pressure from a source approved by the Department of Health Services. The supply shall be accessible to all parts of the plant, adequate in quantity, and of a safe sanitary quality. No cross connections with unapproved supplies or other possible sources of contamination shall be permitted.

Campus Lighting for Parking Facilities and Primary Walkways at California State Universities, Colleges and Community Colleges

Sec. 723. This section shall not apply to the University of California unless the Regents of the University of California, by resolution, make it applicable.

Lighting Requirements. Based on the recommendations of the most current edition of the Illumination Engineering Society lighting handbook, the following: lighting standards shall be used for all new construction of open parking facilities, covered parking facilities and primary walkways:

1. Open and covered parking facilities. A. Medium-level activity usage when medium usage is present.

B. High-level activity usage when high usage is present.

2. Primary campus walkways. A. Medium-level activity usage when medium usage is present.

B High-level activity usage when high usage is present.

68.12

1991 UNIFORM BUILDING CODE 7-A, 7-B

TABLE NO. 7-A—OPEN PARKING GARAGES AREA AND HEIGHT

			HEIGHT
					Mechanical Access
					Automatic Fire-extinguishing System
TYPE OF CONSTRUCTION	AREA PER TIER (square feet)		Ramp Access		No		Yes
I		Unlimited		Unlimited		Unlimited		Unlimited
II-F.R.		125,000		12 Tiers		12 Tiers		18 Tiers
II-I-hour		50,000		10 Tiers		10 Tiers		15 Tiers
II-N		30,000		8 Tiers		8 Tiers		12 Tiers

TABLE NO. 7-B—OPEN PARKING GARAGES—EXTERIOR WALLS¹

FIRE RESISTANCE OF EXTERIOR WALLS	OPENING IN EXTERIOR WALLS
One hour less than 10 feet	Not permitted less than 5 feet, protected less than 10 feet

¹  See Section 709 (f).

68.13

1991 UNIFORM BUILDING CODE 7-A, 7-B

TABLE NO. 7-A—OPEN PARKING GARAGES AREA AND HEIGHT

			HEIGHT
					Mechanical Access
					Automatic Fire-extinguishing System
TYPE OF CONSTRUCTION	AREA PER TIER (square feet)		Ramp Access		No		Yes
I		Unlimited		Unlimited		Unlimited		Unlimited
II-F.R.		125,000		12 Tiers		12 Tiers		18 Tiers
II-I-hour		50,000		10 Tiers		10 Tiers		15 Tiers
II-N		30,000		8 Tiers		8 Tiers		12 Tiers

TABLE NO. 7-B—OPEN PARKING GARAGES—EXTERIOR WALLS¹

FIRE RESISTANCE OF EXTERIOR WALLS	OPENING IN EXTERIOR WALLS
One hour less than 10 feet	Not permitted less than 5 feet, protected less than 10 feet

¹  See Section 709 (f).

68.13

PREMISES

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Parcel 12 as shown on that certain Parcel Map filed in the Office of the Recorder of the County of Santa Clara, State of California on September 17, 1990 in Book 618 of Maps, pages 27, 28, 29, 30 and 31, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123, page 154, Official Records.

EXHIBIT C

EX-10.34

Exhibit 10.34

FIRST AMENDMENT TO GROUND LEASE

This FIRST AMENDMENT TO GROUND LEASE (“First Amendment”) is made and entered into as of April 29, 1998 (the “Effective Date”) by and among MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”), and NEXUS PROPERTIES, INC., a California corporation (“NEXUS”), KINETIC SYSTEMS, INC., a California corporation (“KS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”) and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (collectively “Tenant”), sometimes hereinafter referred to as the “parties,” with reference to the following facts:

R E C I T A L S:

A. On October 2, 1997, the District and Landlord entered into that certain Master Ground Lease - Parcel 12 (the “Master Ground Lease”), under which the District leased certain real property, described in Exhibit B of the Master Lease (the “Property”) to Landlord, and Landlord agreed to hire the Property from District. Also on that date, Landlord, Tenant and Digital Square, Inc., entered into that certain Ground Lease (the “Ground Lease”), under which Landlord leased the Property to Digital Square, Inc., and Tenant, and Digital Square, Inc., and Tenant agreed to hire the Property from Landlord.

B. On or about November     , 1997, Digital Square, Inc., assigned its interest in the Ground Lease to NEXUS, but was not released from any of its obligations under the Ground Lease by either Landlord or the District.

C. The parties now desire to modify and amend the provisions of the Ground Lease in order to (1) clarify that the Lam Easement was intended to be part of the Premises, (2) give permission and make appropriate provisions for Tenant’s proposed subdivision of the Property into two parcels, and (3) address changes in circumstances that have arisen subsequent to the execution of the Ground Lease and that require modifications to the Ground Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

1. Paragraph 1 of the Ground Lease and Exhibit B attached thereto are hereby amended to provide that the Premises includes an appurtenant easement for pedestrian and vehicular ingress and egress, as shown in that certain Grant of Access Easement recorded March 7, 1994, in Book N335, Page 968, Santa Clara County Records, more particularly described in Exhibit 1, which is attached hereto and incorporated herein by reference (the “Lam Easement”).

2. Paragraph 1 of the Ground Lease and Exhibit B attached thereto are further amended to provide that the Premises includes

an appurtenant easement for pedestrian and vehicular ingress and egress over land owned by the District as is more particularly described in Exhibit 2, which is attached hereto and incorporated herein by reference (the “Perimeter Road Easement”).

3. Tenant acknowledges that Landlord has cooperated fully in Tenant’s efforts to obtain all governmental consents, approvals, permits or variances required for the construction of the Project, as well as in the execution of any easements or reciprocal easement agreements for the benefit of the Project, pursuant to the terms of Paragraphs 5(a) and (e) of the Ground Lease. The parties further acknowledge that, subsequent to the execution of the Ground Lease, Landlord has given its cooperation with respect to the following matters: (a) Agreement by and between the City of Santa Clara, West Valley-Mission Community College District, and Lawrence Lam, in the form attached hereto as Exhibit 3 (the “Nonstandard Driveway Agreement”), providing for certain use, maintenance and liability obligations for the Lam Easement, which is expected to be recorded subsequent to this recording of the Parcel Map described below; (b) Easement Agreement recorded                     , 1997, in Book             , Page     , Santa Clara County Records, more particularly described in Exhibit 4, which is attached hereto and incorporated herein by reference (the “Pacific Bell Easement”), granting an easement for certain public utilities; and (c) Parcel Map, recorded                     , 1998, in Book             , Page     , Santa Clara County Records, providing for the subdivision of the Property and other related matters, as more fully described in Paragraph 4 below.

4. Notwithstanding anything to the contrary in the Ground Lease, Landlord hereby grants permission to Tenant to subdivide the Property as shown on that certain Parcel Map recorded                     , 1998, in Book             , Page     , Santa Clara County Records (the “Parcel Map”), a copy of which is attached hereto and incorporated herein as Exhibit 5, subject to the terms and conditions of this First Amendment.

5. In granting permission to Tenant to subdivide the Property, Landlord makes no representation or warranty to Tenant that such subdivision is permitted by law or otherwise allowed, and the parties agree that in the event that such subdivision is not permitted by law or otherwise allowed, the provisions of this First Amendment that give permission to Tenant and make provision for Tenant’s subdivision of the Property shall be void and of no effect, and the Ground Lease shall remain in effect as though the provisions of this First Amendment allowing such subdivision had never occurred.

6. Notwithstanding such subdivision of the Property, or permission to Tenant for such subdivision, the Ground Lease shall not be divided, and there shall be only one Ground Lease for the entire Property. Except as otherwise specifically provided herein, all terms and conditions of the Ground Lease shall remain applicable to the entire Property in the same manner and to the same extent that said terms and conditions of the Ground Lease

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applied to the entire Property prior to such subdivision of the Property, and none of the liabilities or obligations to be performed on the part of Tenant with respect to the Property under the Ground Lease shall be divided or modified among the parties constituting Tenant or between the resulting parcels. Any increase in real property taxes or possessing interest taxes resulting from such subdivision or Landlord’s grant of permission to Tenant for such subdivision shall be borne solely by Tenant and without regard for any apportionment of such increase in taxes between the parcels resulting from such subdivision, with any liability to Landlord for such increase in taxes to remain joint and several among the parties constituting Tenant regardless of any apportionment of such increase in taxes between the parcels resulting from such subdivision. Paragraph 21 of the Ground Lease is specifically reaffirmed nothwithstanding such subdivision of the Property or permission to Tenant for such subdivision and the parties acknowledge that Landlord would not have given permission to Tenant to subdivide the Property as provided by paragraph 4 above but for such reaffirmation.

7. Paragraph 8(a)(i) is hereby amended to provide that Tenant’s repair and maintenance obligations shall also include those obligations imposed upon the District and Landlord pursuant to the terms of the Nonstandard Driveway Agreement and the Lam Easement, and Tenant hereby assumes all obligations and liabilities arising from the Nonstandard Driveway Agreement and the Lam Easement.

8. Paragraph 11(a) is hereby amended to provide that Tenant’s obligations to indemnify and defend Landlord shall also include any matters arising out of the Nonstandard Driveway Agreement and the Lam Easement.

9. Paragraph 12 is hereby amended to provide that Tenant’s insurance shall cover all obligations and liabilities arising under the Nonstandard Driveway Agreement and the Lam Easement.

10. Paragraph 14(a)(viii) of the Ground Lease is amended to replace the phrase “such landlord obligations” on the first line of page 31 with the phrase “such obligations of the landlord under that sublease”.

11. Any breach or default under any provision of this First Amendment shall be a breach or default under the Ground Lease, and any breach or default under the Ground Lease shall be a breach or default under this First Amendment. Except as provided in this First Amendment, all of the terms and conditions of the Ground Lease shall remain in full force and effect and the Ground Lease is hereby reconfirmed in its entirety. By signing below, each party hereby ratifies and reconfirms that all requisite action has been taken to duly authorize the parties to execute this First Amendment and the Ground Lease, that the individuals executing this First Amendment and the Ground Lease each has been duly authorized by all requisite action taken by the parties, that this First Amendment and the Ground Lease are legal, valid and binding

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obligations on the parties, that this First Amendment and the Ground Lease do not violate the terms of any charter, articles, bylaws, agreements or laws affecting or binding any such party, and that the parties shall provide proof of their authority and authorization to enter into this First Amendment and the Ground Lease and the power and authority of the individual(s) executing and delivering this First Amendment and the Ground Lease. All capitalized terms not defined herein shall have the meaning set forth in the Ground Lease. This First Amendment may be executed in counterparts, with each counterpart deemed to be an original, but all of which together shall constitute one and the same instrument. This First Amendment (or any counterpart hereof) may also be executed by facsimile signature.

IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment with the intent to be legally bound thereby.

		LANDLORD:
		MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation
Dated:		By:
		Its:
Dated:		By:
		Its:
Dated:	4/29/98	By:
		Its:	Executive Director
		TENANT:
		NEXUS PROPERTIES, INC., a California corporation
Dated:	4-20-98	By:
		Its:	PRESIDENT

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		KINETIC SYSTEMS, INC., a California corporation
Dated:	4-21-98	By:
		Its:	Sr. Vice President
Dated:	4-20-98
		R. DARRELL GARY, individually
Dated:	4-20-98
		MICHAEL J. REIDY, individually
Dated:	4-20-98
		MICHAEL J. REIDY, as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST

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LEGAL DESCRIPTION

EASEMENT AREA

All that certain property situate in the city of Santa Clara, county of Santa Clara, State of California, being a portion of Parcel 2 of that certain Parcel Map filed for record in Book 368 of Maps at Page 31 through 33, Santa Clara County Records, more particularly described as follows:

Commencing at the most northerly corner of said Parcel 2;

Thence southerly along the westerly line of said Parcel 2 South 00°02’19” West 159.96 feet to the TRUE POINT OF BEGINNING;

Thence continuing along said westerly line South 00°02’19” West 40.00 feet;

Thence South 89°57’41” East 33.73 feet;

Thence southeasterly along a curve to the right, concave southwesterly with a radius of 30.00 feet through a central angle of 72°43’52” for an arc length of 38.08 feet to the easterly line of said Parcel 2;

Thence northerly along said easterly line along a non-tangent curve to the right, concave easterly with a radius of 4654.00 feet from which the radial line bears South 72°52’04” West through a central angle of 1°16’31” for an arc length of 103.60 feet;

Thence southwesterly along a non-tangent curve to the right, concave northwesterly with a radius of 30.00 feet from which the radial line bears North 74°08’36” East through a central angle of 105°53’43” for an arc length of 55.45 feet;

Thence North 89°57’41” West 4.04 feet to the TRUE POINT OF BEGINNING.

Description prepared by Kier & Wright Civil Engineers and Land Surveyors, Inc.

7-14-93
Date

EXHIBIT 1

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN TO:

BRYANT, CLOHAN, OTT, MAINES

& BARUH, LLP

Ten Almaden Blvd., Suite 600

San Jose, CA 95113

Attn: James J. Eller

EASEMENT AGREEMENT

This Easement Agreement (“Agreement”) is entered into as of October 2, 1997, by and among WEST VALLEY-MISSION COMMUNITY COLLEGE DISTRICT, a California Community College District (“District”), MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Mission”), whose address is 3000 Mission College Boulevard, Santa Clara, California 95054, and NEXUS PROPERTIES, INC., a California corporation (“NP”) KINETIC SYSTEMS, INC., a California corporation (“KS”), DIGITAL SQUARE, INC., a California corporation (“DS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”) and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (collectively “Nexus”).

R E C I T A L S:

A. District is the owner of certain real property situated in the City of Santa Clara, Santa Clara County, California, which real property is shown on the Parcel Map attached as Exhibit “A” more particularly described in Exhibit “B” attached hereto (“District Property”).

B. District has leased to Mission a portion of the District Property shown on the Parcel Map and commonly known as Parcel 12 and more particularly described on Exhibit “C” attached hereto (the “Leasehold Property”) pursuant to a long term master ground lease by and between Mission and the District (“Master Lease”), a memorandum of which was recorded on                      in the Official Records of Santa Clara County, California as Instrument                     . The portion of the District Property which is not subject to the Master Lease is hereafter referred to as the “Retained Property.”

C. Nexus has subleased the Leasehold Property pursuant to a ground lease by and between Mission and Nexus (the “Ground Lease”). A memorandum of the Ground Lease was recorded on             , 1997 in the Official Records of Santa Clara County, California as Instrument No.                     .

EXHIBIT 2

D. A road is located on the District Property generally running near the westernmost, northernmost and the easternmost portions of the District Property. A portion of such road is a private road (such portion is hereafter referred to as the “Perimeter Road”). The Perimeter Road, as extended and realigned, is more particularly shown on Parcel Map recorded February 7, 1996 in Book 673 of Maps, pages 41 thru 44, Santa Clara County Records, and generally outlined on Exhibit “A” attached hereto.

E. Nexus intends to develop the Leasehold Property pursuant to the terms of the Ground Lease and will require use of the Perimeter Road for vehicular and pedestrian access to and from the Leasehold Property. District desires to grant to Mission and Nexus, for the benefit of the Leasehold Property, an easement for the use of the Perimeter Road in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

In addition to the terms defined in the Recitals, the following terms as used in this Agreement shall have the following meaning:

1.1 New Intersection. The term “New Intersection” refers to that certain intersection recently constructed in front of Mission College, including signal lights, at which Mission College Blvd. and the Perimeter Road intersec and which provides access from Mission Community College and the Project to Great America Parkway or other dedicated streets.

1.2 Occupant. The term “Occupant” refers to any Person from time to time entitled to the use and occupancy of all or any portion of the Leasehold Property under any lease or similar arrangement, including without limitation, Mission and Nexus.

1.3 Perimeter Road Easement. The “Perimeter Road Easement” shall refer to the easement granted in Section 2.1 hereof.

1.4 Permittees. The term “Permittees” refers to District, Mission, Nexus and all Occupants and their respective officers, directors, employees, agents, contractors, invitees, and licensees.

1.5 Person. The term “Person” shall mean any natural individual, corporation, partnership or other legal entity.

1.6 Project. The term “Project” shall mean the Leasehold Property together with all buildings and other improvements constructed or located thereon from time to time.

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1.7 Successors and Assigns. A party’s “Successors and Assigns” shall mean such party’s heirs, successors (by merger, consolidation or otherwise), assigns, devisees, administrators, representatives and all other Persons acquiring all or any portion of such Party’s interest in the Retained Property or Leasehold Property, as applicable.

ARTICLE 2

PERIMETER ROAD EASEMENT

2.1 Grant of Easement. District hereby grants to Mission and to Nexus, for the use by Mission and Nexus, and their respective Occupants, Permittees, Successors and Assigns, as an appurtenance for the benefit of the Leasehold Property, a non-exclusive easement over the Perimeter Road, as the same may be modified, reconfigured or improved from time to time, for ingress and egress to and from the Leasehold Property for the passage, and accommodation of vehicles, and for passage and accommodation of pedestrians (“Perimeter Road Easement”). Neither Mission or Nexus shall modify, reconfigure or improve the Perimeter Road except as expressly permitted by the terms of this Agreement as expressly or permitted in writing by District. If a permitted modification, reconfiguration or improvement of the Perimeter Road results in a change in the legal description of the Perimeter Road, the parties shall execute an amendment to this Agreement, in recordable form, setting forth the revised legal description, which amendment shall be recorded in the Official Records of Santa Clara County, California; provided, however, that a party’s failure to execute such amendment shall not invalidate or affect the right of Mission, Nexus and their respective Occupants, Permittees, Successors and Assigns to use the Perimeter Road as modified, reconfigured or improved.

2. Dominant and Servient Estates. The Perimeter Road Easement granted herein is expressly for the benefit of the Leasehold Property. The Leasehold Property shall be the dominant estate with respect to the Perimeter Road Easement and the Retained Property shall be the servient estate with respect to such easement.

2.3 Indemnity. Each party shall indemnify, defend and hold the other parties harmless from any and all claims, losses or liabilities for personal injury, death or property damage resulting from the use, occupancy or possession of the Perimeter Road Easement by the indemnifying party, or its officers, directors, agents, employees, contractors, licensees and invites or resulting from the indemnifying party’s failure to perform its obligations hereunder. The foregoing obligation to indemnity, defend and hold harmless shall survive termination of this Agreement and the Perimeter Road Easement.

2.4 Term of Agreement. This Agreement and the Perimeter Road Easement shall continue with respect to the Leasehold Property so long as either Mission or Nexus or any of their Successors and Assigns has an interest in the Leasehold Property.

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ARTICLE 3

MAINTENANCE AND REPAIR

3.1 Duty to Maintain. Mission shall maintain and repair the Perimeter Road in good condition and repair throughout the term of this Agreement. Any repairs necessary to maintain the Perimeter Road in such condition shall be performed within a reasonable time after Mission becomes aware of the need for such repair. Mission’s maintenance obligation shall include resurfacing and restriping of the Perimeter Road as necessary to keep the Perimeter Road smooth and well marked. In addition, Mission shall periodically sweep and clean the Perimeter Road. Mission shall promptly repair any damage to the Perimeter Road caused by any casualty subject to the provisions of Section 2.3 above. District hereby grants to Mission and its employees and agents the right to enter upon the Perimeter Road in order to perform the foregoing maintenance and repair obligations.

3.2 Insurance. Throughout the term of this Agreement, Mission or District shall maintain a policy of comprehensive public liability and property damage insurance insuring against any liability for injury to or death of any person and injury or damage to any property occurring on or about the Perimeter Road in a combined single limit of not less than Five Million Dollars ($5,000,000). The foregoing policy shall name Mission or District (as the case may be) and Nexus as additional insureds. The insurance policy maintained by Mission or District shall provide that no cancellation or change shall be effective without at least thirty (30) days prior written notice to the additional insureds and shall provide that there shall be no exclusion from coverage for cross-liability among the insureds. Mission or District shall have the right from time to time and, in its sole discretion, to increase the amount of the above insurance coverage. Mission or District shall have the right to obtain the foregoing insurance through participation in an insurance pool. Certificates of insurance shall be deposited with the additional insureds, together with evidence of payment of the current premium therefor. Notwithstanding Section 2.3 above, each party hereby releases the other party from any and all claims, losses or liabilities, to the extent such claim, losses or liabilities are insured against pursuant to this Agreement, to the extent permitted by the insurance covering such loss, and to the extent such insurance is not prejudiced thereby. Mission or District shall cause the insurance policy obtained by it pursuant to this Agreement to provide that the insurance company waives all right of recovery by way of subrogation against any party to this Agreement in connection with any damage covered by such policy.

3.3 Reimbursement of Easement Costs. Nexus shall reimburse Mission or District for twenty-five percent (25%) of the costs and expenses actually incurred by Mission or District with regard to maintenance and repair of the Perimeter Road and the premiums for the liability insurance required to be maintained thereon by Mission or District pursuant to this Agreement. Such payment shall be made within thirty (30) days after Mission or District submits

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a written invoice to Nexus evidencing the costs and expenses actually incurred, but not more often than once each calendar quarter.

3.4 Effect of Termination of Agreement as to Mission. If this Agreement and the Perimeter Road Easement is terminated as to Mission and its Successors and Assigns, District shall succeed to the obligations of Mission set forth in Sections 3.1 and 3.2 above.

ARTICLE 4

TRAFFIC MITIGATION

The parties acknowledge that, in addition to Nexus, other tenants of leasehold interests in the District Property and their respective occupants, permittees, successors and assigns are served and provided access by the Perimeter Road Easement and the New Intersection. The parties also acknowledge that certain measures may need to be taken in the future in order to mitigate traffic on the New Intersection. In the event that the District reasonably determines that the New Intersection must be modified or that other measures must be taken in order to mitigate traffic on the New Intersection then the parties agree that each party shall contribute towards implementing such modifications or measures in an amount representing its equitable portion of the cost of such modifications or measures.

ARTICLE 5

GENERAL PROVISIONS

5.1 Attorneys’ Fees. If any party hereto shall institute any judicial action or proceeding relating to violations, threatened violations or failure of performance of or under this Agreement, or any default hereunder, or to enforce or interpret the provisions hereof, then the prevailing party shall be entitled to recover its reasonable attorneys’ fees, to be fixed by the court. The “prevailing party” shall be the party which by law is entitled to recover its costs of suit whether or not the action proceeds to final judgment.

5.2 Amendment. The parties hereto agree that the provisions of this Agreement may be modified or amended, in whole or in part, only by an amendment in writing, executed and acknowledged by the authorized representatives of each of the parties or their respective successors in interests, and duly recorded in the office of the County Recorder of Santa Clara County, California.

5.3 Estoppel Certificate. Each party covenants that within fifteen (15) days after the written request of any party hereto, it will issue to such party, or to such party’s mortgagee, or any other persons specified by such party, an estoppel certificate stating to the best of its knowledge the following: (a) whether any defaults exist under this Agreement or would exist with notice and the passage of time and the nature of such defaults, (b) whether such party’s interest in the Agreement has been assigned, modified or amended in any way and stating the date, nature and parties to

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such amendments, and (c) that this Agreement, as of that date, is in full force and effect. Failure to deliver the estoppel certificate within the fifteen (15) day period shall be deemed a conclusive presumption that this Agreement is in full force and effect and has not been modified, and that there are no defaults existing under this Agreement.

5.4 Captions. The captions of the articles and paragraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation and construction.

5.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California.

5.6 Severability. If any term, provision or condition contained in this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

5.7 Covenant Running with the Land. All of the provisions, agreements, rights, powers, covenants, conditions, restrictions, easements and obligations contained in this Agreement shall be binding upon and inure to the benefit of the parties hereto an to their respective Successors and Assigns during their respective period of ownership, unless and until modified as herein provided. All of the provisions of this Agreement shall be covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the California Civil Code. In no event shall the rights, powers and obligations of a party hereto be transferred or assigned except (i) through a transfer of such party’s interest in the Retained Property or the Leasehold Property as applicable, or (ii) as provided in Section 3.4 above.

5.8. Notices and Multiple Parties. Mission and Nexus agree that, during any period during which Nexus shall consist of more than one person or entity, such entities must act jointly and collectively, and not individually, for any action on their part to be considered a valid act by Nexus under this Lease. Nexus shall appoint a single representative to act on Nexus’s behalf in connection with this Agreement (“Nexus’s Representative”). Nexus hereby appoints NDC whose address is 1740 Technology Drive, Suite 315, San Jose, California 95110 as Nexus’s Representative. Nexus may change this designation only by a writing signed by all persons or entities comprising Nexus. In no event shall Mission be required to recognize any substitute designee as Nexus’s Representative if all persons or entities compromising Nexus have not joined in such designation. Notice to NDC shall be deemed to be notice to Nexus and KS, DS, GARY, REIDY and BONAGUIDI, jointly and severally, hereby agree that NDC may receive notice on their behalf and waive any further right or claim to have notice given to them for any reason whatsoever. Mission’s performance of its obligations hereunder or payment of funds due hereunder to Nexus’s Representative shall constitute full performance and/or payment to

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Nexus. Nexus hereby represents and warrants that it is not a partnership. A breach of this Agreement by Nexus’s Representative or any person or entity constituting a portion of Nexus shall be considered a breach by Nexus. To be effective any request for consent, cooperation or otherwise of Mission must be delivered from Nexus’s Representative. The timely performance of Nexus’s obligations under this Agreement shall not be forgiven, waived, relieved, or otherwise excused by reason of the death, dissolution, supervision, incapacity, or other legal disability to act of Nexus’s Representative. In the event of the death, dissolution, suspension, incapacity or other legal disability to act of Nexus’s Representative, Nexus shall designate a successor Nexus’s Representative no later than ten (10) working days after such event. In the event Nexus fails to so designate successor Nexus’s Representative, Mission shall be entitled to tender any performance or deliver any notice under this Agreement to any one of the entities comprising Nexus, and any such performance or delivery shall be deemed valid under this Agreement.

5.9 Breach Shall Not Defeat Mortgage. A breach of any of the terms, conditions, covenants or restrictions of this Agreement shall not default or render invalid the lien of any mortgage made in good faith and for value upon any portion of the Retained Property or the Leasehold Property, but such terms, conditions, covenants or restrictions shall be binding upon, effective against and inure to the benefit of any person or entity who acquires title to or an interest in any portion of such real property by foreclosure, trustee’s sale or otherwise.

5.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

DISTRICT:
WEST VALLEY-MISSION COMMUNITY COLLEGE DISTRICT, a California community college district
By:
	Joy Atkins
Its:	President
	President
By:
	Rose Tseng
Its:	Chancellor
	Chancellor

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MISSION:
MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation
By:
	Mark Perlberger
Its:	Executive Director
	Executive Director
By:
Its:
NEXUS:
NEXUS PROPERTIES, INC., a California corporation
By:
	R. Darrell Gary
Its:	President
	President
KINETIC SYSTEMS, INC., a California corporation
By:
	Marie R. Blanco
Its:	Executive Vice President
	Executive Vice President
DIGITAL SQUARE, INC., a California corporation
By:
	Young Kwon
Its:	President
	President
R. DARRELL GARY, individually
MICHAEL J. REIDY, individually
MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST

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STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On	7 October 1997	, before me,	Lorraine M. Scoggins, Notary Public	,
	DATE		NAME, TITLE OF OFFICER

personally appeared Joy Atkins, Rose Tseng and Marie R. Blanco

¨ personally known to me - OR -

x proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

	WITNESS my hand and official seal.
	SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SAN DIEGO	)

On	October 9, 1997	, before me,	Donna Gambee, Notary Public	,
	DATE		NAME, TITLE OF OFFICER

personally appeared Michael J. Reidy

x personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

	WITNESS my hand and official seal.
	SIGNATURE OF THE NOTARY

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STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On	10 October 1997	, before me,	Lorraine M. Scoggins, Notary Public	,
	DATE		NAME, TITLE OF OFFICER

personally appeared Young Kwon

¨ personally known to me - OR -

x proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

	WITNESS my hand and official seal.
	SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On	14 October 1997	, before me,	Lorraine M Scoggins, Notary Public	,
	DATE		NAME, TITLE OF OFFICER

personally appeared R. Darrell Gary

¨ personally known to me - OR -

x proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

	WITNESS my hand and official seal.
	SIGNATURE OF THE NOTARY

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STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On	14 October 1997	, before me,	I Marie Kotsubo, Notary Public	,
	DATE		NAME, TITLE OF OFFICER

personally appeared Mark Pearlburger

¨ personally known to me - OR -

x proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

	WITNESS my hand and official seal.
	SIGNATURE OF THE NOTARY

STATE OF CALIFORNIA	)
	)
COUNTY OF SANTA CLARA	)

On		, before me,		,
	DATE		NAME, TITLE OF OFFICER

personally appeared

¨ personally known to me - OR -

¨ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed this instrument.

WITNESS my hand and official seal.

SIGNATURE OF THE NOTARY

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All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Parcels 1, 2, 3 and 4 as shown on that certain Parcel Map recorded on February 7, 1996, in Book 673 of Maps, at Pages 41-44, Santa Clara County Records.

Parcel 12 as shown on that certain Parcel Map filed in the Office of the Recorder of the County of Santa Clara, State of California, on September 17, 1990 in Book 614 of Maps, pages 27, 28, 29, 30 and 31, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123, page 154, Official Records.

EXHIBIT B

Exhibit C

All that certain real property situate in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

PARCEL ONE:

Parcel 12, as shown on that certain Parcel Map filed for record in the office of the Recorder of Santa Clara county, State of California on September 17, 1990 in Book 618 of Maps, pages 27, 28, 29, 30 and 31, and as amended by Certificate of Correction recorded December 12, 1995 in Book P 123 Page 154, Official Records.

Excepting therefrom the interest conveyed by Grant Deed to the City of Santa Clara by instrument recorded October 2, 1997, Instrument Number 13886354, Official Records.

PARCEL TWO:

An easement for pedestrian and vehicular ingress and egress contained in that certain Grant of Access Easement recorded March 7, 1994 in Book N 335, Page 968, Official Records, described as follows:

A portion of Parcel 2 of that certain Parcel Map filed for record in Book 368 of Maps at Pages 31 through 33, Santa Clara County Records, more particularly described as follows:

Commencing at the most Northerly corner of said Parcel 2;

Thence Southerly along the Westerly line of said Parcel 2 South 00° 02’ 19’ West 159.96 feet to the True Point of Beginning;

Thence continuing along said Westerly line South 00° 02’ 19” West 40.00 feet;

Thence South 89° 57’ 41” East 33.73 feet;

Thence Southeasterly along a curve to the right, concave Southwesterly with a radius of 30.00 feet through a central angle of 72° 43’ 52” for an arc length of 38.08 feet to the Easterly line of said Parcel 2;

Thence Northerly along said Easterly line along a non-tangent curve to the right, concave Easterly with a radius of 4654.00 feet from which the radial line bears South 72° 52’ 04” West through a central angle of 1° 16’ 31” for an arc length of 103.60 feet;

Thence Southwesterly along a non-tangent curve to the right, concave Northwesterly with a radius of 30.00 feet from which the radial line bears North 74° 08’ 36” East through a central angle of 105° 53’ 43” for an arc length of 55.45 feet;

Thence North 89° 57’ 41” West 4.04 feet to the True Point of Beginning.

AFTER RECORDING, RETURN TO:

City of Santa Clara

1500 Warburton Avenue

Santa Clara, California 95050

AGREEMENT BY AND BETWEEN THE CITY OF SANTA CLARA,

WEST VALLEY - MISSION COMMUNITY COLLEGE DISTRICT, AND

LAWRENCE LAM

(COVENANT RUNNING WITH THE LAND TO MAINTAIN

A NON-STANDARD DRIVEWAY APPROACH)

This Covenant (herein “AGREEMENT”), is made and entered into on this      day of                     , 1997, by and between the CITY OF SANTA CLARA, CALIFORNIA, a chartered municipal corporation, (herein “CITY”), WEST VALLEY - MISSION COMMUNITY COLLEGE DISTRICT, AND LAWRENCE LAM, (herein “OWNERS”). CITY and OWNERS may be referred to herein individually as a “PARTY” or collectively as the “PARTIES” or the “PARTIES to this AGREEMENT”.

1. Whenever the term “OWNERS” is used herein, it shall refer collectively to the owners of PROPERTIES, as defined below, who sign this AGREEMENT and/or OWNERS’ assigns and successors in interest.

2. OWNERS are the owners of certain real property located in the City of Santa Clara as follows:

WEST VALLEY - MISSION COMMUNITY COLLEGE DISTRICT owns the real property located at 2751 Mission College Boulevard, in the City of Santa Clara, California, said real property being Parcel 12 as shown on that certain Parcel Map recorded in Book 618 of Maps, at page 27, Santa Clara County Records, and is also Assessor’s Parcel No. 104-16-105, as shown on the 1997 Santa Clara County Property Tax rolls.

LAWRENCE LAM owns the real property located at 4300 Great America Parkway, in the City of Santa Clara, California, said real property being Assessor’s Parcel No. 104-16-092, as shown on the 1997 Santa Clara County Property Tax rolls.

EXHIBIT 3

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Certain real properties described above (herein “PROPERTIES” owned by OWNERS, are depicted in Exhibit “A” (Tracing No. 10,699-A attached hereto and made a part hereof by this reference.

3. OWNERS propose to install certain private improvements (herein “IMPROVEMENTS”) in the street right-of-way described and limited to the following:

The IMPROVEMENTS consist of a non-standard driveway approach, including curb and gutter, encroaching up to approximately 10 feet into Great America Parkway, a public right-of-way. The boundary and area of IMPROVEMENTS encroachment are shown on attached Exhibit “A”.

Installation of IMPROVEMENTS shall be at OWNERS’ expense and performed under a Street Opening Permit issued by CITY. IMPROVEMENTS are proposed to be accessed through an Access Easement granted by LAWRENCE LAM for the benefit of WEST VALLEY - MISSION COMMUNITY COLLEGE DISTRICT, said Access Easement is recorded as Document #12389161 in the Santa Clara County Recorder’s Office, and is depicted as Exhibit “B” attached hereto and made a part hereof by this reference.

4. OWNERS shall maintain, at OWNERS’ expense, the IMPROVEMENTS in a safe condition in compliance with CITY ordinances, rules, regulations, and such terms and conditions as all of the aforesaid are required by CITY from time to time. CITY approval of IMPROVEMENTS does not constitute approval on behalf of public utility companies. Approval of public utility companies shall be obtained by OWNERS if required. If, in the future, IMPROVEMENTS are removed, the area they are removed from shall be left in a safe condition. Removal shall be at OWNERS’ expense and performed under a Street Opening Permit issued by CITY.

5. OWNERS agree to permit public utility companies, the CITY, and their respective officers, employees, and agents to enter upon PROPERTIES for the purpose of installation, modification, repair, maintenance, removal or replacement of CITY-owned public improvements, facilities or properties situated in the said street right-of-way. OWNERS waive any and all claims for damages or liabilities in connection therewith for PROPERTIES damages incurred as a result of CITY operations.

6. OWNERS agree to pay CITY for any damages to CITY-owned facilities caused by the construction or maintenance done by OWNERS in the said street right-of-way.

7. OWNERS agree to modify, maintain, repair, or remove on written

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demand of the City Engineer (or his designee) at no cost to the CITY, IMPROVEMENTS (or portion thereof) which prohibits c[                    ] interferes with the CITY’s ability to maintain, repair, or replac[                    ] its public facilities located in the said street right-of-way. If OWNERS fail to modify, maintain, repair, or remove IMPROVEMENT (or portion thereof) upon demand of CITY, CITY shall cause the work to be done and bill OWNERS. OWNERS agree to pay.

8. If OWNERS fail to pay CITY for damage to CITY facilities or for CITY caused work the OWNERS failed to perform upon CITY demand CITY may cause a special assessment to be levied against PROPERTIES which shall constitute a lien thereon until paid. Said assessment, at the option of CITY, may be placed upon the tax rolls and treated and collected as are other taxes upon PROPERTIES. Said assessment procedure for collection of expenses incurred by CITY upon the failure of OWNERS to remove IMPROVEMENTS (or portion thereof) is expressly not intended to limit any other remedy available at law or in equity to CITY.

9. OWNERS shall indemnify, defend, and save harmless the CITY, its officers, employees and agents from any claims, demands, loss, liability, injury, damage, expense or cost (including reasonable attorney’s fees) however same may be caused, which may be sustained, incurred, or asserted against CITY because of and/or arising from the CITY permitting OWNERS to install and/or maintain IMPROVEMENTS in the said street right-of-way.

10. As used herein, said street right-of-way includes not only the roadway traveled by vehicles but the curb, sidewalk and area between and beyond the sidewalk, if any, to the private PROPERTIES lines or exterior line of right-of-way easements.

11. Each and every covenant made by OWNERS and/or CITY in this AGREEMENT is made for the direct benefit of the respective lands described below or the interests in such lands held by the PARTIES, their heirs, assigns and/or successors in interest, and shall run with said respective lands or interest in lands, and if applicable, the responsibilities and burdens thereof are imposed on and shall run with said respective lands or interest in lands held by the PARTIES, their heirs, assigns and successors in interest.

12. The lands of OWNERS which are burdened by this covenant and which will have the responsibility and burden for the modification, maintenance, repair, or removal of the IMPROVEMENTS are the above mentioned PROPERTIES.

13. The land of CITY which is benefitted by the covenants included in this AGREEMENT is Great America Parkway, a public street owned by CITY.

14. Enforcement, either to restrain violation or to recover damages, shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any covenant.

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15. Invalidation of any one of these covenants by judgment or court order shall in no way affect any of the other provisions which shall remain in full force and effect.

16. This AGREEMENT shall be recorded by CITY in the Office of the County Recorder of Santa Clara County.

The PARTIES hereby indicate their acknowledgment and acceptance of the terms and conditions of this AGREEMENT as evidenced by the following signatures of the PARTIES or their duly authorized representatives. This AGREEMENT shall be effective as of the day and year first above written.

CITY OF SANTA CLARA, CALIFORNIA a chartered municipal corporation
By
	Judy Nadler
	Mayor
By
	Jennifer Sparacino
	City Manager
ATTEST:
J. E. Boccignone
City Clerk
APPROVED AS TO FORM:
City Attorney

WEST VALLEY - MISSION COMMUNITY COLLEGE DISTRICT
By:
Print Name:
Title:
	LAWRENCE LAM
By:
Print Name:
Title:

“CITY” “OWNERS”

IF GRANTOR IS A CORPORATION, THE COMPLETE LEGAL NAME AND CORPORATE SEAL OF THE CORPORATION AND CORPORATE TITLES OF THE PERSONS SIGNING FOR THE CORPORATION SHALL APPEAR ABOVE. WRITTEN EVIDENCE OF AUTHORITY OF PERSON OR PERSONS EXECUTING THIS DOCUMENT ON BEHALF OF CORPORATION, PARTNERSHIP, OR JOINT VENTURE, OR ANY OTHER ORGANIZATION OTHER THAN A SOLE PROPRIETORSHIP SHALL BE ATTACHED. ATTACH THE ALL-PURPOSE NOTARY ACKNOWLEDGMENT FORM FOR THE PERSON OR PERSONS EXECUTING THIS DOCUMENT ON BEHALF OF THE GRANTOR.

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		THIS SPACE FOR RECORDER’S USE
CF0263 (3-84) R/W-EXCL WHEN RECORDED RETURN TO:
SOUTH BAY CONST. & ENGINEERING
3475B NORTH 1ST STREET, #100
SAN JOSE, CA 95134
ATTN:	MARK B. STEVENSON
	R/W ADMINISTRATOR
NO DOCUMENTARY TRANSFER TAX DUE
BY:
	PACIFIC BELL RIGHT OF WAY ADMIN.
FILE: N4-1618R

APN:	104-16-105	FILOR REQUESTS	GEO: N4-60
R/C:	4C	DO NOT RECORD STAMP VALUE	LOC: Parcel Map
JOB:	N4-1618R	GRANT OF EASEMENT	BK: 618 PG: 27-31

The undersigned Grantor(s) hereby grant(s) to PACIFIC BELL, Grantee, its successors and assigns, an EXCLUSIVE EASEMENT to construct, maintain, operate, excavate, inspect, repair, replace and remove such communication facilities as Grantee may from time to time require, (including ingress thereto and egress therefrom) consisting of crossarms, poles, anchors, guys, cables, wires, conduits, manholes, handholes, markers, pedestals, vaults, electrical conductors, structures with electronic communication equipment therein and associated paving, fencing, and other necessary fixtures and appurtenances related thereto; in, over, under and upon that certain real property in the County of Santa Clara, State of California, described as follows:

Parcel 12 as shown on that certain Parcel Map filed for record on September 17, 1990 in Book 618 of Maps at pages 27 through 31, inclusive, Santa Clara County Records, as corrected by Certificate of Correction recorded December 12, 1995 in Book P123 at Page 154, Official Records and lying within the City of Santa Clara, County of Santa Clara, State of California, said easement being more specifically described as follows:

Commencing at a point on the westerly line of Parcel 12 at the southerly terminus of that certain 831.00 foot radius curve as shown on said Parcel Map;

Thence northerly along said 831.00 foot radius curve, to which a radial line bears South 77° 32’ 02” West, through a central angle of 12° 19’ 20” for an arc length of 178.72 feet to the TRUE POINT OF BEGINNING;

Thence leaving said curve South 89° 44’ 13” East, 14.29 feet;

Thence South 01° 05’ 49” West, 17.85 feet;

Thence North 88° 54’ 11” West, 5.00 feet;

Thence South 01° 05’ 49” West, 20.00 feet;

Thence South 88° 54’ 11” East, 15.00 feet;

Thence North 01° 05’ 49” East, 43.00 feet;

Thence North 89° 44’ 13” West, 24.39 feet to a point on said 831.00 foot radius curve;

Thence southerly along said 831.00 foot radius curve, to which a radial line bears North 89° 47’ 57” West, through a central angle of 00° 20’ 41” for an arc length of 5.00 feet to the TRUE POINT OF BEGINNING.

SEE EXHIBIT “A” ATTACHED.

EXHIBIT 4

Page 1 of 3.

[                     ], legal description was prepared by Pacific Bell pursuant to Section 8730c of the Business and [                    ] ofessions Code.

This easement is appurtenant to the land. The easement is not associated or attached to any lease or term agreement between the fee owner(s) and leaseholder(s) and/or sub-tenant(s), including any successors or assigns of these parties.

Grantor(s) also grant(s) to Grantee the right to trim such trees and other foliage and to cut such roots on said property as may be necessary for the protection of said facilities.

Grantor(s) also grants(s) to Grantee the right to cut, fill or otherwise change the grade of said property and to place such drainage and retaining structures thereon, as Grantee may elect for the protection of said facilities.

Grantor(s) also grant(s) to Grantee the right to receive commercial power service from the appropriate utility company serving the area together with the right for such utility company to place their respective service facilities upon and within said easement.

Grantee shall be responsible for damage caused intentionally or by any negligent act or omission of Grantee, its agents or employees while exercising the rights granted herein.

Executed this 13 day of Nov. 1997

Owner:

WEST VALLEY MISSION COMMUNITY COLLEGE DISTRICT, a California Community College District who acquired title as WEST VALLEY JOINT COMMUNITY COLLEGE DISTRICT of SANTA CLARA COUNTY, as to a portion, WEST VALLEY JOINT COMMUNITY COLLEGE DISTRICT, as a portion and WEST VALLEY JOINT JUNIOR COLLEGE DISTRICT, as to the remainder.

BY:
TITLE:	Chancellor
BY:
TITLE:

STATE OF CALIFORNIA	)
COUNTY OF SANTA CLARA	)

On 11-13, 1997, before me ARLEEN HORNER, a Notary Public of the State of California, personally appeared, ROSE TSENG, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument.

	WITNESS my hand and official seal

EX-10.35

Exhibit 10.35

SECOND AMENDMENT TO GROUND LEASE

THIS SECOND AMENDMENT TO GROUND LEASE (“Second Amendment”) is made as of this 24 day of September, 2009 between MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”) and QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC, a Delaware limited liability company (“Tenant”) and CHAD L. WILLIAMS (“Williams”) (for purposes of Section 11 only).

RECITALS

A. Pursuant to a Master Ground Lease – Parcel 12 dated October 2, 1997, as amended by that certain First Amendment to Master Ground Lease Parcel 12 (as same may be further amended or restated, the “Master Lease”), the WEST VALLEY-MISSION COMMUNITY COLLEGE DISTRICT, a California community college district (“District”) leased to Landlord, and Landlord has leased from the District, the land located in the City of Santa Clara, County of Santa Clara, State of California, more particularly described as Parcels 1 and 2 as shown on that Parcel Map filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on May 15, 1998 in Book 702 of Maps, pages 29, 30, and 31 (“Subject Property”).

B. Pursuant to a Ground Lease dated October 2, 1997 (“Original Ground Lease”), as amended by that certain First Amendment to Ground Lease dated April     , 1998 (the “First Ground Lease Amendment” and, as the same may be further amended or restated, collectively, the “Ground Lease”), Landlord leased to Nexus Properties, Inc., R. Darrell Gary, Michael J. Reidy, Michael J. Reidy, as trustee of the Ronald Bonaguidi Irrevocable Trust, Kinetic Systems, Inc. and Digital Nexus, Inc. (“Original Ground Tenants”) and Original Ground Tenants leased from Landlord, the Subject Property.

C. Pursuant to an Assignment and Assumption of Ground Lease made as of October 31, 2007, the interest of the tenant under the Ground Lease was assigned to Tenant. In connection therewith, Williams executed and delivered to Landlord a certain Guaranty dated as of October 31, 2007 (the “Williams Guaranty”).

D. The group of entities doing business as the Quality Group of Companies, which include the Tenant (the “Quality Group”), intends to effect an internal restructuring of their data center business in connection with obtaining a private equity investment from a third party and a potential subsequent initial public offering, as more particularly described on Schedule I attached hereto and incorporated herein (the “Transactions Schedule”), pursuant to which, among other things, the Quality Group’s data center business will be restructured under an umbrella partnership and, in the event of an initial public offering, under a corporation or trust that is intended to qualify as a real estate investment trust under federal tax laws.

E. In contemplation of such transactions, QualityTech GP, LLC, a Delaware limited liability company has been formed (the “General Partner”) with Williams and Mark Waddington (“Waddington”) as the sole members. In addition, QualityTech, LP a Delaware limited partnership (the “OP”) has been formed, with Williams and Waddington as the organizational limited partners and the General Partner as the general partner. Pursuant to the

1

transactions described in the Transactions Schedule, it is contemplated that, among other things, (i) Tenant will become an indirect wholly owned subsidiary of the OP (but the Tenant will continue to lease and operate only the Subject Property), and (ii) the OP will indirectly own or lease the data centers, including the Subject Property, that are currently owned or leased by the Quality Group. It is further contemplated that one or more of the investors set forth on Schedule II attached hereto and incorporated herein or their affiliates (the “Investor”) will acquire up to an initial 50.8% interest in the OP for cash, subject to increase up to a 75% interest in the OP, as set forth on Schedule I hereto (the “Equity Investment”), and that the Investor, Williams and Waddington will enter into arrangements regarding the governance of the General Partner and the OP.

F. Prior to the Equity Investment, and as more fully described on the Transactions Schedule under the heading “Initial Transactions,” Williams and Waddington intend to contribute (i) their respective interests, comprising in the aggregate 100% of the direct equity interests, in Quality Investment Properties Santa Clara Holding, LLC (“QIP Holding”), which owns 100% of the interests in Tenant, to the OP in exchange for units of partnership interest in the OP (“OP Units”), (ii) their respective interests in Quality Technology Services Holding, LLC (“QTS Holding”), an entity that owns 100% of direct equity interests in Quality Technology Services Santa Clara, LLC (“QTS Santa Clara”), to the OP in exchange for OP Units, and (iii) various other entities that own or lease other data center properties that comprise the Quality Group to the OP in exchange for OP Units. The transactions described on the Transactions Schedule under the heading “Initial Transaction” (the “Initial Transactions”), the transactions described on the Transactions Schedule under the heading “Equity Transaction” (the “Equity Transactions”) and the transactions described on the Transactions Schedule under the heading “IPO Transactions” (the “IPO Transactions”) are referred to herein collectively as the “Transactions.”

G. As part of the Initial Transactions and as more fully described on the Transactions Schedule, effective at or prior to consummation of the Initial Transactions, QTS Santa Clara, the tenant under the master lease currently in effect at the Subject Property (the “Quality Lease”), will be merged with and into Tenant, with Tenant as the surviving entity (the “QTS Santa Clara Merger”), and, as a result of the QTS Santa Clara Merger, the Quality Lease will terminate and Tenant will succeed by operation of law to QTS Santa Clara’s rights and obligations under, inter alia, space leases and other agreements with space tenants and licensees at the Subject Property.

H. When market conditions are determined to be more favorable for an initial public offering, a new Maryland real estate investment trust or corporation will be formed under the name Quality Technology Investment Trust (the “REIT”). Williams and Waddington will contribute (i) the interests they own in the General Partner and (ii) a portion of the OP Units they own to the REIT in exchange for equity interests (“REIT Common Shares”) in the REIT. At that time, QTS Holding will make an election to be treated as a “taxable REIT subsidiary” with respect to the REIT. The General Partner will merge with and into the REIT, with the REIT surviving the merger, and the REIT will become the general partner of the OP. Upon the IPO Closing Time, the REIT will issue Common Shares to public investors for cash (the “IPO”) and will contribute the net proceeds from the IPO for a number of OP Units equal to the number of Common Shares issued in the IPO, as more fully described on the Transactions Schedule under the heading “IPO Transactions”.

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I. In connection with the Transactions, Tenant has requested that the Ground Lease be modified to reflect the Transactions and the fact that (i) additional transfers of ownership interest in the OP may occur in the future as it raises additional equity, and (ii) the REIT may be formed as the ultimate indirect parent entity of Tenant, and may be a publicly traded entity; and Landlord is willing to so provide on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Ground Lease.

2. Amendment Fee. As an express inducement to Landlord’s entering into this Second Amendment, Tenant hereby agrees, concurrently with Tenant’s execution and delivery of this Amendment to Landlord, to pay to Landlord a one-time fee equal to One Hundred Seventy- Five Thousand Dollars ($175,000.00).

3. Amendment of Ground Lease. The first paragraph of Section 14(b) of the Ground Lease hereby is amended by the deletion of the last sentence thereof and the insertion, in lieu thereof, of the following: “The members, shareholders, or holder of any other beneficial interest of Tenant agree not to assign or otherwise transfer all or any portion of their member’s, shareholder’s or other beneficial interest holder’s ownership interest in the Tenant; provided, however, that the assignment or other transfer of any direct or indirect beneficial interest in Tenant shall be permitted without the consent of Landlord and without the requirement of the giving of notice (provided, Tenant shall give Landlord prior written notice of any transfers of any direct interest in Tenant) so long as (i) QualityTech LP or its successor (together, the “Operating Partnership”), directly or indirectly, owns all of the beneficial interests in Tenant before and after the assignment or other transfer; (ii) there is no uncured monetary default by Tenant under this Lease; (iii) Williams remains a principal active manager of the business conducted by the Operating Partnership before and after the assignment or other transfer and (iv) Williams (together with any “Permitted Transferee”, as defined below) directly or indirectly owns at least a majority of the equity interests in the general partner of the Operating Partnership (the “General Partner”) before and after the assignment or other transfer; provided further, however, that from and after the time of an initial public offering of equity interests in the Operating Partnership, the General Partner, or an entity that owns 100% of the interests in the General Partner, the requirements of clauses (iii) and (iv) above shall not apply. As used herein, (x) a “Permitted Transferee” means (1) an entity that is controlled by Williams, or (2) any member of Williams’ immediate family or (3) a foundation, trust or trusts created for the benefit of Williams or his immediate family for bona fide estate planning purposes, but only, in the case of clauses (2) and (3) above, so long as Williams remains a principal active manager of the business conducted by the Operating Partnership; and (y) for purposes of clause (x)(1) above, “control” means the direct or indirect power to direct the ordinary management and policies of the entity whether through the ownership of voting securities, by contract or otherwise.

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4. Effectiveness of this Second Amendment. Except as expressly modified by this Second Amendment, all other terms and provisions of the Ground Lease are hereby ratified and confirmed and shall remain in full force and effect.

5. Reimbursement of Landlord’s Expenses. Landlord’s agreement to enter into this Second Amendment is expressly conditioned on Tenant’s reimbursement of Landlord for the reasonable expenses incurred by Landlord in connection with this Amendment, including attorneys’ fees and disbursements. Tenant shall reimburse Landlord for such expenses incurred by Landlord within thirty (30) days following Tenant’s receipt of an invoice therefor.

6. Counterparts; Facsimile Execution. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Second Amendment by facsimile transmission (or by e-mail transmission of an electronic copy in .pdf format or other image file format) shall be as effective as delivery of a manually executed counterpart of this Second Amendment.

7. Incorporation of Recitals, Exhibits, Schedules, Appendices and Annexes. The recitals to this Amendment and the Schedules and Exhibits attached to this Second Amendment are hereby incorporated into and made a part of this Second Amendment as if fully set forth herein.

8. Headings. The headings and subheadings contained in the titling of this Second Amendment and the schedules and exhibits hereto are intended to be used for convenience only and shall not be deemed to be part of, or affect the interpretation of, the provisions hereof or thereof.

9. Governing Law. The performance and construction of this Second Amendment shall be governed by the internal laws of the State of California.

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective executors, administrators, successors and assigns.

11. Williams Guaranty. Williams hereby consents to this Second Amendment and hereby affirms that the Williams Guaranty remains in full force and effect.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Amendment to Ground Lease to be executed as of the year and date first above written.

LANDLORD:
MISSION-WEST VALLEY LAND CORPORATION
By:
Name:	Mark Perlberger
Title:	Executive Director
TENANT:
QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC
By:
Name:	Chad L. Williams
Title:	CEO
WILLIAMS (for purposes of Section 11 only)
CHAD L. WILLIAMS

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EX-10.36

Exhibit 10.36

THIRD AMENDMENT TO GROUND LEASE

THIS THIRD AMENDMENT TO GROUND LEASE (“Third Amendment”) is made as of this 17th day of November, 2011, between MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”) and QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC, a Delaware limited liability company (“Tenant”) and CHAD L. WILLIAMS (“Williams”) (for purposes of Section 13 only).

RECITALS

A. Pursuant to a Master Ground Lease – Parcel 12 dated October 2, 1997, as amended by that certain First Amendment to Master Ground Lease Parcel 12 (as same may be further amended or restated, the “Master Lease”), the WEST VALLEY-MISSION COMMUNITY COLLEGE DISTRICT, a California community college district (“District”) leased to Landlord, and Landlord has leased from the District, the land located in the City of Santa Clara, County of Santa Clara, State of California, more particularly described as Parcels 1 and 2 as shown on that Parcel Map filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on May 15, 1998 in Book 702 of Maps, pages 29, 30, and 31 (“Subject Property”).

B. Pursuant to a Ground Lease dated October 2, 1997 (“Original Ground Lease”), as amended by that certain First Amendment to Ground Lease dated April     , 1998 (the “First Ground Lease Amendment”), Landlord leased to Nexus Properties, Inc., R. Darrell Gary, Michael J. Reidy, Michael J. Reidy, as trustee of the Ronald Bonaguidi Irrevocable Trust, Kinetic Systems, Inc. and Digital Nexus, Inc. (“Original Ground Tenants”) and Original Ground Tenants leased from Landlord, the Subject Property.

C. Pursuant to an Assignment and Assumption of Ground Lease made as of October 31, 2007, the interest of the tenant under the Ground Lease was assigned to Tenant. In connection therewith, Williams executed and delivered to Landlord a certain Guaranty dated as of October 31, 2007 (the “Williams Guaranty”).

D. Pursuant to that certain Second Amendment to Ground Lease dated September 24, 2009 (the “Second Ground Lease Amendment”), the Ground Lease was amended to permit, subject to certain specified conditions, the assignment or other transfer of direct or indirect beneficial interests in Tenant without the consent of Landlord. The Original Ground Lease, as amended by the First Ground Lease Amendment and Second Ground Lease Amendment, is herein referred to as the “Existing Ground Lease”.

E. On November 16, 2010, the City of Santa Clara adopted the City of Santa Clara 2010-2035 General Plan (the “2010-2035 General Plan”), pursuant to which the land use designation for the Property was changed to “Regional Commercial”, as more particularly as set forth on Exhibit A attached hereto and made a part hereof. Because the “Regional Commercial” land use designation does not permit the use of the Property for “free standing data centers”, Tenant has proposed that the land use designation for the Property be changed to a new Planned Development (PD) District “Low-Intensity Office/Research and Development (R&D)”, as more particularly set forth on Exhibit A attached hereto and made a part hereof.

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F. Landlord has agreed to reasonably cooperate with Tenant to effect a change in the land use designation of the Subject Property, and to permit Tenant’s use of the Property for “free standing data centers”, on the basis of, and subject to, the terms, covenants and conditions set forth in this Amendment. The Existing Ground Lease, as amended by this Amendment, is herein referred to as the “Ground Lease”.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Capitalized Terms: Definitions: Recitals. All capitalized terms used and not defined herein shall have the defined meanings ascribed to them in the Existing Ground Lease. The provisions of the Recitals above are fully incorporated herein by this reference. Unless otherwise specifically provided herein, all provisions of this Amendment shall be effective as of the mutual execution and delivery of this Third Amendment.

2. Change in Land Use Designation. Landlord agrees to reasonably cooperate and to cause the Master Lessor to reasonably cooperate with Tenant in obtaining all necessary approvals from City to effect a change in the land use designation and the Planned Development (PD) District from “Regional Commercial” to “Low-Intensity Office/Research and Development (R&D)”, including signing necessary applications needed to obtain governmental approval, provided that any such cooperation shall be at no cost to Landlord. In addition, Landlord agrees that, subject to the foregoing change in the land use designation and subject to all of the other terms, covenants and conditions set forth in the Ground Lease, including, without limitation, all of the terms, covenants and conditions set forth in Paragraphs 5 through 7 of the Original Ground Lease pertaining to construction on the Premises, Tenant shall have the right to the use of the Subject Property for “free standing data centers” and for such other uses as are permitted in the Ground Lease.

3. Monthly Rent. Paragraphs 3(a)(ii) and (iii) of the Original Ground Lease are hereby deleted and replaced in their entirety with the following:

“(ii) Upon expiration of the first twenty-one (21) years following the Commencement Date; the expiration of the first forty-one (41) years following the Commencement Date, and on the first day of each Extended Term (each being a “Rent Adjustment Date”), Monthly Rent shall be adjusted to equal eight-and-one-half percent (8 1/2%) of the product obtained by multiplying the then existing Fair Market Value (as defined using the assumptions in Subsection (iii) below and calculated on a per square foot basis) by the Net Square Footage (each being a “Monthly Rent Adjustment”).

(iii) As used in this Lease, for each Monthly Rent Adjustment pursuant to Subsection (ii) above, the “Fair Market Value” shall mean the then existing fair market value per square foot of the land comprising the Premises;

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provided, however, that in determining the Fair Market Value, it shall be assumed that, for purposes of evaluating the highest and best use of the land, the land is available for any and all of the following uses: (1) the then permitted legal uses of the Premises (“Adjustment Date Legal Use”); (2) the uses of the Premises that are consistent with the “Regional Commercial” land use designation set forth in the City of Santa Clara 2010-2035 General Plan (“Regional Commercial Use”); and (3) the uses of the Premises that are consistent with the “Low-Intensity Office/Research and Development (R&D)” land use designation set forth in the City of Santa Clara 2010-2035 General Plan (“Low-Intensity Office/R&D Use”). In addition, if, at the time of valuation, Tenant’s then present use of the Premises or the kind of improvements existing on the Premises would for any reason (e.g., as a grandfathered use) result in a permitted legal use of the Premises different from the Adjustment Date Legal Use, the Regional Commercial Use or Low- Intensity Office/R&D Use (a “Grandfathered Permitted Use”), then, in determining the Fair Market Value, it shall be assumed that, for purposes of evaluating the highest and best use of the land, the land is available for the Adjustment Date Legal Use, Regional Commercial Use, Low-Intensity Office/R&D Use and the Grandfathered Permitted Use; provided, however, that the value of the improvements existing on the Premises shall not be included in the determination of Fair Market Value.

(iv) Not earlier than one hundred eighty (180) days before each Rent Adjustment Date, Landlord and Tenant shall meet and confer in an effort to determine the Fair Market Value for purposes of the next adjustment of Monthly Rent. If Landlord and Tenant agree on the Fair Market Value by the date that is one hundred twenty (120) days before the Rent Adjustment Date (the “Rent Adjustment Deadline”), then such agreement shall constitute the determination of Fair Market Value for purposes of the Monthly Rent Adjustment pursuant to this Paragraph 3. If Landlord and Tenant are unable to agree on the Fair Market Value by the Rent Adjustment Deadline, then, within thirty (30) days after the Rent Adjustment Deadline, each party shall, at its cost and by written notice to the other party, appoint a real estate appraiser who is a member of the American Institute of Real Estate Appraisers (or a comparable organization if the American Institute of Real Estate Appraisers is no longer in existence) (“Qualified Appraiser”). If either party fails to appoint a Qualified Appraiser and give written notice of such appointment to the other party within said thirty (30) day period, and such failure continues for ten (10) business days following written notice from the other party, the single appointed Qualified Appraiser shall alone establish the Fair Market Value in question, shall notify Landlord and Tenant of his or her determination within sixty (60) days after being appointed (including with such notice a copy of the appraisal), and the Fair Market Value established by such Qualified Appraiser shall be binding on Landlord and Tenant. A party’s notice of the failure by the other party to appoint a Qualified Appraiser as required above must contain in boldface type a statement to the effect that “This notice is made pursuant to Paragraph 3(a)(iv) of the Ground Lease between Mission-West Valley Land Corporation and Quality Investment Properties Santa Clara, LLC, with respect to the appointment of a Qualified Appraiser for purposes

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of determining the Fair Market Value and the Monthly Rent Adjustment. Failure to appoint a Qualified Appraiser within ten (10) business days following receipt of this notice shall mean that the Qualified Appraiser selected by the other party shall alone establish the Fair Market Value in question”.

(v) Determination of Fair Market Value.

(A) If both parties appoint Qualified Appraisers, the two Qualified Appraisers shall each make his or her own independent study of the Fair Market Value and shall meet together as soon as possible, but no later than sixty (60) days after the date of appointment of the last appointed Qualified Appraiser (“Outside Agreement Date”), to attempt to reach an agreement on the Fair Market Value. If the two Qualified Appraisers agree on the Fair Market Value on or before the Outside Agreement Date, such amount shall be binding on the parties hereto. If the two Qualified Appraisers are unable to agree on the Fair Market Value on or before the Outside Agreement Date, then each Qualified Appraiser shall, within twenty (20) days after expiration of the Outside Agreement Date, place in a sealed envelope his or her determination of the Fair Market Value, and submit such determination to Landlord and Tenant. Landlord and Tenant shall meet within thirty (30) days after the Outside Agreement Date and open the sealed envelopes in each other’s presence. If the higher determination is not more than one hundred five percent (105%) of the lower determination, the Fair Market Value shall be the average of the two determinations. If the higher determination is more than one hundred five percent (105%) of the lower determination, the two Qualified Appraisers shall select a third Qualified Appraiser and notify Landlord and Tenant of such selection. If they are unable to agree on the third Qualified Appraiser within twenty (20) days after the opening of the Fair Market Value determinations, either of the parties to this Lease may request such appointment by the local office of JAMS (or any successor thereto), or in the absence, failure, refusal or inability of such entity to act, then either party may apply to the presiding judge of the Superior Court of the County of Santa Clara, California to select a third Qualified Appraiser. Each of the parties shall bear one-half of the costs of the third Qualified Appraiser.

(B) Within sixty (60) days after the selection of the third Qualified Appraiser, the third Qualified Appraiser shall determine the Fair Market Value in accordance with this Paragraph 3, by preparing his or her own appraisal and submitting a copy of it to the Landlord and Tenant. The appraisal by the third Qualified Appraiser shall meet the standards of a summary appraisal report, as defined by the Uniform Standards of Professional Appraisal Practices, and shall include but not be limited to an analysis of the effect that each of the assumed uses described in Subsection (iii) above has on the Fair Market Value of the land. There shall be no ex parte communications between the third Qualified Appraiser and either party or either party’s appraiser: the third Qualified Appraiser and each party and its appraiser shall include both parties or their appraisers in all oral communications and shall copy both parties or their appraisers on all written communications. The two (2) determinations of the Fair Market Value that are the closest shall be averaged, and such average shall constitute the Fair Market Value. The third determination shall be disregarded.

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(vi) Payment Until Determination; Reconciliation. Until the determination of the Fair Market Value is made as provided in this Paragraph, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the Rent Adjustment Date in question. Within fifteen (15) days after notification of the arbitrators’ decision on Fair Market Value to Landlord and Tenant, Tenant shall pay to Landlord any underpayment in Base Rent from and after each Rent Adjustment Date based upon this new valuation, or Landlord shall reimburse to Tenant any excess Base Rent paid since the applicable Rent Adjustment Date based upon such new valuation.

(vii) Annual Rent Adjustment. Monthly Rent shall also be increased on an annual basis on the anniversary of the Rent Commencement Date by a percentage equal to the lesser of (A) the increase of the Consumer Price Index published by the U.S. Department of Labor’s Bureau of Labor Statistics for All Urban Consumers for the Urban San Francisco Bay Area, based on the year 1982-1984 = 100, during the year ending on said anniversary of the Rent Commencement Date, or (B) six percent (6%). In the event the above-described index is no longer published or is calculated based on a different formula, in a different manner, or from a different base from the base year 1982-1984 = 100, another index that is generally recognized as authoritative and that is calculated on a basis that is substantially similar to the basis on which the above-referenced index was calculated on the Effective Date shall be substituted by agreement of the parties. In the event the parties are unable to agree within ten (10) days after written demand by either party, a substitute index that is calculated on a basis that is substantially similar to the basis on which the above-referenced index was calculated on the Effective Date shall be selected by the chief, officer of the San Francisco regional office of the U.S. Bureau of Labor Statistics or its successor, or by a judge of the Superior Court of the State of California, upon the application of either party.”

4. Removal and Restoration of Project Improvements. Paragraph 7(a) of the Original Ground Lease is hereby deleted and replaced in its entirety with the following:

“(a) Required Removal and Restoration.

(i) At the expiration or sooner termination of this Lease, Landlord may, at Landlord’s election, require the removal from the Premises of any improvements or buildings located on the Premises. In addition, if Tenant, during the Term, removes, alters, remodels or restores all or any portion of the building(s), improvements, equipment or appurtenances thereto on the Premises (collectively, “Alterations”), then Landlord may require that, at the expiration or sooner termination of this Lease, Tenant return and restore the building(s), improvements or appurtenances thereto to their condition that existed prior to the construction of such Alterations, including, without limitation, (A) if the

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Alterations affect the interior of the buildings, then Landlord may require that Tenant return the interior of the buildings to a full vanilla shell office configuration with drop ceilings, appropriate quality carpeting, doors and finishes, HVAC, phone and electrical throughout; and, (B) if the Alterations affect the exterior of the buildings or any portion of the Premises outside the buildings, including the parking areas, landscaping or lighting systems, then Landlord may require that Tenant demolish and remove any additions to the buildings (including but not limited to the yard area), or portions thereof, and restore all parking areas (including lighting, all lights must match, if old lights not still available, all lights will be replaced), landscaping (landscaping will include mature trees), and exterior building finishes to a condition as though newly refinished. Without limiting the foregoing, the entire parking lot must be patched, sealed and striped to match, and exterior building finishes must be matched (for example, if Tenant removes the yard walls, Tenant will need to tex coat/paint the entire façade to match).

(ii) Tenant shall perform the removal and restoration of improvements and buildings pursuant to Subsection (i) above (collectively, the “Required Removal and Restoration”) at Tenant’s sole cost and expense to Landlord’s reasonable satisfaction. Landlord’s election to require that Tenant perform the Required Removal and Restoration shall be made as follows: (A) a demand to take effect at the normal expiration of the Term shall be effected by notice to Tenant given at any time within twelve (12) months before the expiration date; and (B) a demand to take effect on any other termination of the Ground Lease shall be made by notice given in or concurrently with notice of such termination or within sixty (60) days after such termination. In either event, Tenant shall comply with the demand within four (4) months after the termination date or the date of notice, whichever is later. The Required Removal and Restoration shall be performed by Tenant subject to, and in accordance with, Paragraph 5 of the Original Ground Lease.

(iii) Tenant shall be granted a license to enter onto the Premises to perform the Required Removal and Restoration if such work takes place after the expiration or earlier termination of the Ground Lease. Tenant’s obligation to indemnify Landlord pursuant to Paragraphs 9, 10, and 22 of the Original Ground Lease shall continue during the time of the Required Removal and Restoration.”

5. Demolition and Removal Security. Paragraph 7(d) of the Original Ground Lease is hereby deleted and replaced with the following:

“(d) If at any time during the Term, Landlord determines, in Landlord’s reasonable discretion, that the collective net worth of all the parties constituting Tenant is less than the net worth requirement required by this Paragraph 7 below for two (2) successive calendar years, Tenant shall be required to secure its obligation to perform the Required Removal and Restoration pursuant to Paragraph 7(a) above by depositing with Landlord or Landlord’s designee, cash or other security reasonably acceptable to Landlord (the “Demolition and Removal

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Security”) in an amount reasonably determined by Landlord to be sufficient to discharge Tenant’s obligation to perform the Required Removal and Restoration. For purposes of this Paragraph 7, the net worth requirement shall mean Thirty Million Dollars ($30,000,000) as adjusted for Consumer Price Index changes as set forth in this Paragraph 7 below. The Thirty Million Dollars ($30,000,000) net worth threshold set forth in this Paragraph 7 above shall be adjusted on each anniversary of the Commencement Date, by multiplying Thirty Million Dollar ($30,000,000) by a fraction, the numerator of which is the Consumer Price Index (defined in Paragraph 3) published immediately before the applicable adjustment date and the denominator of which is the Consumer Price Index published immediately before the Commencement Date. Annually during the Term, Landlord shall be entitled to review Tenant’s financial statements and data to determine whether or not the net worth of Tenant is equal to or greater than the net worth requirement imposed by this Paragraph 7. Such financial statements and data shall be made available to Landlord within thirty (30) days of Landlord’s written request therefor. If Landlord reasonably determines that Tenant’s net worth is less than the net worth requirement set forth in this Paragraph 7 for two (2) successive calendar years, Tenant shall be required to post the Demolition and Removal Security within thirty (30) days of receipt after written request therefor from Landlord. Any interest or other gain paid upon the Demolition and Removal Security shall accrue to and be invested in the instrument constituting said security, which must be maintained until Tenant’s net worth equals or exceeds the net worth requirement of this Paragraph 7 for two (2) successive calendar years. Landlord’s right hereunder to require and Tenant’s obligation to furnish and maintain the Demolition and Removal Security shall continue with respect to the original Tenant in the event of any assignment of this Lease where the assignee does not meet the standards set forth in Paragraph 14 below for a release of Tenant from obligations hereunder until such time as the assignee meets the standard set forth in Paragraph 14 below for such release of Tenant; provided, however that in no event shall Landlord have the right to require both the assigning Tenant and the assignee simultaneously to maintain Demolition and Removal Security in an aggregate amount that exceeds the amount Landlord reasonably determines to be sufficient to perform the Required Removal and Restoration.”

6. Ratification. Except as expressly modified by this Third Amendment, all other terms and provisions of the Existing Ground Lease are hereby ratified and confirmed and shall remain in full force and effect. In addition, nothing contained in this Third Amendment shall affect Tenant’s obligations set forth in the letter agreement dated March 11, 2011 (“Letter Agreement”), pursuant to which, among other things, Landlord approved certain alterations to the Project Improvements on the condition that Landlord shall have the right to require that Tenant perform the “Required Removal and Restoration” and that Tenant deposit with Landlord the “Removal and Restoration Security” (as each of such terms are defined in the Letter Agreement).

7. Reimbursement of Landlord’s Expenses. Landlord’s agreement to enter into this Third Amendment is expressly conditioned on Tenant’s reimbursement of Landlord for all

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expenses incurred by Landlord in connection with this Amendment (including all expenses incurred by Landlord in connection with Landlord’s efforts to effect a change in the land use designation for the Premises pursuant to Paragraph 2 above), including attorneys’ fees and disbursements. Tenant shall reimburse Landlord for such expenses incurred by Landlord from time to time within thirty (30) days following Tenant’s receipt of an invoice therefor.

8. Counterparts; Facsimile Execution. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Third Amendment by facsimile transmission (or by e-mail transmission of an electronic copy in .pdf format or other image file format) shall be as effective as delivery of a manually executed counterpart of this Third Amendment.

9. Incorporation of Recitals, Exhibits, Schedules, Appendices and Annexes. The recitals to this Amendment and the Schedules and Exhibits attached to this Third Amendment are hereby incorporated into and made a part of this Third Amendment as if fully set forth herein.

10. Headings. The headings and subheadings contained in the titling of this Third Amendment and the schedules and exhibits hereto are intended to be used for convenience only and shall not be deemed to be part of, or affect the interpretation of, the provisions hereof or thereof.

11. Governing Law. The performance and construction of this Third Amendment shall be governed by the internal laws of the State of California.

12. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective executors, administrators, successors and assigns.

13. Williams Guaranty. Williams hereby consents to this Third Amendment and hereby affirms that the Williams Guaranty remains in full force and effect.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Third Amendment to Ground Lease to be executed as of the year and date first above written.

LANDLORD:
MISSION-WEST VALLEY LAND CORPORATION
By:
Name:	Mark Perlberger
Title:	ED. 11/29/11
TENANT:
QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC
By:
Name:	Chad L. Williams
Title:	CEO
WILLIAMS (for purposes of Section 13 only)
CHAD L. WILLIAMS

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EX-10.38

Exhibit 10.38

LEASE AGREEMENT

QUALITY INVESTMENT PROPERTIES – WILLIAMS CENTRE, L.L.C.

ARTICLE 1

BASIC LEASE TERMS

1.01 Parties. This Lease Agreement (this “Lease”) is made and entered into on January 1, 2009, by and between QUALITY INVESTMENT PROPERTIES – WILLIAMS CENTER, LLC, a Kansas limited liability company (“Lessor”), and QUALITY TECHNOLOGY SERVICES LENEXA, LLC, a Delaware limited liability company (“Lessee”).

1.02 Leased Premises. In consideration of the Rent, terms, provisions and covenants of this Lease, Lessor hereby irrevocably leases, lets and demises to Lessee the exclusive use and possession of 2433 usable square feet of data center space (“Data Center Space”) located on the first floor of the J. Williams Technology Centre located at 12851 Foster Street, Overland Park, Kansas (the “Building”) (reserving six (6) cabinets of space and power for Lessor’s use); 7220 square feet of office and common space from January 1, 2009 until October 1, 2009, and; 8639 square feet of office and common space (“Office Space”) from October 1, 2009 until the expiration of the Lease, more particularly depicted on Exhibit A attached hereto and incorporated herein by reference (all of such space being referred to as the “Leased Premises’’ or the “Premises”).

J. Williams Technology Centre	(Name of Building)
12851 Foster Street	(Street Address/Suite Number)
Overland Park, KS 66213	(City, State, and Zip Code)

1.03 Term. Subject to and upon the conditions set forth herein, the term (the ‘‘Term’’) of this Lease shall commence on January 1, 2009 and shall terminate ten (10) years thereafter (the “Termination Date”) unless sooner terminated pursuant to any provision hereof.

1.04 Rent. The Monthly Rent for the Data Center Space will continue to be $31,500.00 per month from January 1, 2009 and continuing through the end of the Lease on December 31, 2019.

Commencing on January 1, 2009 and continuing through December 31, 2013, Lessee shall pay Monthly Rent to Lessor in an amount equal to $22.50/square foot for the Office Space. From January 1, 2009 until October 1, 2009, the Monthly Rent for the Office Space shall be $13,537.50/month and $162,450.00/year. The total Monthly Rent for all space shall be $45,037.50/month for a total of $540,450.00/year.

Commencing October 1, 2009 and continuing through December 31, 2013, the Monthly Rent for the Office Space shall be $16,198.13/month and $194,377.50/year. The total Monthly Rent for all space shall be $47,698.13 for a total of $572,377.56/year.

Commencing on January 1, 2014 and continuing through December 31, 2018, Lessee shall pay Monthly Rent to Lessor for the Office Space in an amount equal to $23.50/square foot for a total of $16,918.04 Monthly Rent and $203,016.50/year. Beginning January 1, 2014 and continuing through December 31, 2018, the total Monthly Rent shall be $48,418.04 for a total of $581,016.49/year. Monthly Rent shall be payable to Lessor in lawful money of the United States, in advance, without prior notice, demand, or offset, on or before the first day of each calendar month during the Term hereof. All Monthly Rent shall be paid to Lessor at the address specified for notice to Lessor in Section 1.05 below.

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1.05 Addresses.

Lessor’s Address:	Lessee’s Address:
Quality Investment Properties – Williams Center, L.L.C.	Quality Technology Services Lenexa, LLC
12851 Foster Street, Suite 205	12851 Foster Street, Suite 205
Overland Park, KS 66213	Overland Park, KS 66213

1.06 Permitted Use. The Leased Premises shall be used for all lawful uses including, without limitation, general office use, lawful payment processing services, collocation, and data storage and retrieval services.

1.07 Use of Leased Premises and Parking. During the Term, Lessee shall have the exclusive use of, and access to, the Leased Premises twenty-four (24) hours a day, seven (7) days per week subject to Lessor’s right to enter the premises under this Agreement. Additionally, Lessee shall have the right to use, twenty-four (24) hours a day, seven (7) days per week, in common with other customers, tenants, lessees, occupants, and their respective employees, agents, customers, guests and invitees, the parking areas and other common areas in and around the Building, including common corridors, restrooms, entrances, stairwells, elevators and other elements designed for common use, subject to the reasonable rules and regulations for the use thereof prescribed from time-to-time by Lessor.

1.08 Access. Lessee shall have right of occupancy, use and control with other lessees and their employees, agents, customers, guests and invitees of all areas for ingress, egress and access to the Building and the common areas of the Building, subject to the rules and regulations for the use thereof prescribed from time-to-time by Lessor.

ARTICLE 2

RENT AND PAYMENT TERMS

2.01 Rent. Subject to the terms and conditions of the Lease, Lessee agrees to pay Monthly Rent, also alternatively sometimes referred to herein as the Base Monthly Rent, such Monthly Rent (‘‘Rent”), during the Term, without notice, demand, deduction, counter-claim, set-off or abatement, the sum of money set forth in Section 1.04 of this Lease, which amount is payable to Lessor at the address shown above. Lessee shall pay monthly installments as provided above, on or before the first day of each calendar month succeeding the Commencement Date during the Term. Notwithstanding the foregoing, Lessee shall pay all Rent due under this Lease between the Commencement Date and the date this Lease is actually executed by Lessor and Lessee within five (5) business days of the date of such execution.

2.02 Triple Net Intent. It is the purpose of Lessor and Lessee that the Monthly Rent provided in this Article 2 for the Data Center Space shall be, other than as provided herein to the contrary, net to Lessor, and that Lessee shall pay without abatement, deduction or setoff and save Lessor harmless from and against all expenses of maintenance and repair and other commercially reasonable charges and expenses and obligation relating to the use and operation of the Leased Premises, which may arise and become due during the term of this Lease and any utility costs associated with the Leased Premises.

With regard to the Office Space, Lessor shall provide, at no cost to Lessee, the normal utility service connections to the Building of which the Leased Premises are a part and regular janitorial service to the Lease Premises. Lessor shall furnish, at no cost to Lessee, hot and cold water at those points of supply normally provided for general use of other Lessees in the building, central heating and air conditioning during normal business operation hours (8-5). Lessor shall also

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provide routine maintenance, painting and electric lighting service for all public areas in the manner and to the extent deemed by Lessor to be standard. Lessee shall pay its pro rata share of insurance and taxes on the Office Space. The pro rata share for insurance and taxes is calculated based on a 33.5% common factor.

If Lessee is required to make any payment or incur any expense as provided in this Lease and fails to do so within thirty (30) days of Lessee’s receipt of written notice, then Lessor, at its option, may make the payment or incur the expense on Lessee’s behalf, and the cost thereof shall be charged to Lessee as additional Rent and shall be due and payable by Lessee within thirty (30) days from receipt of Lessor’s invoice.

Lessee shall make no other payments including, without limitation, costs associated with any other tenant’s, or other occupant’s premises, costs related to repairs and replacements to areas outside of the Leased Premises (unless the same is necessary due to Lessee’s negligent acts), costs related to structural repairs or replacements to the Building, the roof of the Building, payments of principal or interest on loans or other items financed by Lessor.

Lessee is responsible for quarterly maintenance on all generators, air handlers, and any similar equipment and the payment for said maintenance. If Lessee fails to properly maintain equipment or make payment for maintenance, and fails to do so within thirty (30) days of Lessee’s receipt of written notice then Lessor, at its option, may cause the maintenance to be done or make the payment on Lessee’s behalf, and the cost thereof shall be charged to Lessee as additional Rent and shall be due and payable by Lessee within thirty (30) days from receipt of Lessor’s invoice.

2.03 Late Payment Charge. Other remedies for nonpayment of Rent notwithstanding, if the Monthly Rent payment is not received by Lessor on or before the tenth (10^th) day of the month for which the Monthly Rent is due, or if any other payment due Lessor by Lessee is not received by Lessor on or before the thirtieth (30^th) day of the month next following the month in which Lessee was invoiced, a late payment charge of 1 ¹/₂% per month compounded monthly shall become due and payable in addition to such amounts owed under this Lease. No security deposit shall be required unless Lessee is delinquent in payment of Rent for over thirty (30) days, in which event, at Lessor’s discretion, a security deposit of up to three (3) months rent may be required.

2.04 Insurance. Lessee agrees to pay, as additional Rent, Lessee’s Pro Rata Share of Lessor’s costs of property insurance relating to the Building.

2.05 Holding Over. In no event may Lessee remain in the Leased Premises following the expiration or termination of this Lease without Lessor’s prior written consent. If Lessee does not vacate the Leased Premises upon the expiration or termination of this Lease, such holding over shall constitute, and be construed as, a tenancy-at-will at a daily Fee equal to one-thirtieth (1/30^th) of an amount equal to 150% times the Monthly Rent being paid by Lessee immediately prior to the expiration or termination of the Lease. All other terms and provisions of this Lease shall apply during such holdover period. During such holdover period, Lessee agrees to vacate and deliver the Leased Premises to Lessor immediately upon Lessee’s receipt of notice from Lessor to vacate. Lessee agrees to pay the Rent being due and payable during the holdover period to Lessor. No holding over by Lessee, whether with or without the consent of Lessor and notwithstanding receipt by Lessee of an invoice from Lessor for holdover Rent, will operate to extend the Term. Additionally, Lessee shall pay to Lessor all actual damages (as described in Section 10.02 (c) hereof) sustained by Lessor as a result of such holding over by Lessee.

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ARTICLE 3

OCCUPANCY AND USE

3.01 Use. Lessee warrants and represents to Lessor that the Leased Premises shall be used and occupied for the purpose as set forth in Section 1.06. Lessee shall occupy the Leased Premises, conduct its business and control its agents, employees, invitees and visitors in such a manner as is lawful, reputable, will not create a nuisance or materially affect the structural integrity of the Building. Lessee shall not permit any operation which emits any odor or matter which intrudes into the Building, attracts rodents, use any apparatus or machine which makes undue noise or causes excessive vibration in any portion of the Building. Lessee shall neither permit any waste on the Leased Premises nor allow the Leased Premises to be used in any way which would be extra hazardous on account of fire or which would in any way render void the fire insurance on the Building. The equipment and operations currently in existence in the Leased Premises comply herewith.

3.02 Signs. Lessee may have a sign on their Space at the sole cost and expense of Lessee.

3.03 Compliance with Laws, Rules and Regulations. Lessee, at Lessee’s sole cost and expense, shall comply with all laws, ordinances, orders, rules and regulations now in effect or enacted subsequent to the date hereof of state, federal, municipal or other agencies or bodies having jurisdiction over Lessee or the use, condition and occupancy of the Leased Premises, provided, if any capital improvements have to be made to the Building or Leased Premises in order to so comply, and such capital improvements would be required regardless of Lessee’s use of the Leased Premises, Lessor shall be required to take such actions to bring the Building and/or Leased Premises into compliance. Lessor represents and warrants that the Building and Leased Premises are in full compliance with all laws, ordinances, orders, rules and regulations now in effect. Lessor, and Lessor’s affiliates, to the extent that they use or visit the Building, shall also comply with all laws, ordinances, orders, rules and regulations now in effect or enacted subsequent to the date hereof of state, federal, municipal or other agencies or bodies having jurisdiction over the Leased Premises or the use, condition and occupancy of the Building.

3.04 Warranty of Possession. Lessor warrants that it has the right and authority to execute this Lease, and Lessee, upon payment of all the required Rent and subject to the terms, conditions, covenants and agreements contained in this Lease, will be entitled to quiet possession of the Leased Premises during the Term as well as any extension or renewal thereof. Lessee agrees that Lessor is not responsible for the acts or omissions of any other party (unless such party is an affiliate of Lessor or under Common Control with Lessor) that may unlawfully interfere with Lessee’s use and enjoyment of the Leased Premises, however, to the extent the Lessor, as a tenant, Lessee or owner of the Building, has the right to take steps to rectify or resolve any such interference, Lessor shall take such steps or actions in good faith to promptly eliminate such interference.

3.05 Inspection. Lessor or its authorized agents may, at any and all reasonable times, upon at least forty-eight (48) hours notice delivered to Lessee at the notice address set forth herein, enter the Leased Premises, to inspect the same, conduct tests, environmental audits or other procedures to determine Lessee’s compliance with the terms hereof. Notwithstanding the foregoing, Lessor shall be subject, to, and shall comply with, Lessee’s security procedures and protocols. Lessee shall have the right to have one of its representatives be present any time Lessor enters the Premises.

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3.06 Hazardous Waste. The term “Hazardous Substances,” as used in this Lease means pollutants, contaminants, toxic or hazardous wastes, or any other substances, the presence or use of which is regulated, restricted or prohibited by any “Environmental Law,” which term means any federal, state or local law, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Lessee hereby agrees that (i) no activity will be conducted on the Leased Premises that will use or produce any Hazardous Substance, except for such activities that are part of the ordinary course of Lessee’s business activities (the “Permitted Activities”), provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Lessor, provided, no such approval shall be required with respect to any existing generators or new generators installed within the Leased Premises in the future; Lessee shall obtain all required permits and pay all Rent and provide any testing required by any governmental agency; (ii) the Leased Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Lessee’s business (the “Permitted Materials”), provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and any Permitted Materials not currently utilized by Lessee shall be submitted to Lessor and approved in advance in writing by Lessor, such approval not to be unreasonably withheld, delayed or conditioned; Lessee shall obtain any required permits and pay any Rent and provide any testing required by any governmental agency; (iii) no portion of the Leased Premises will be used as a landfill or a dump; (iv) Lessee will not install any underground tanks of any type not in compliance with Environmental Law; (v) Lessee will not allow any surface or subsurface conditions to come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (vi) Lessee will not permit any Hazardous Substances to be brought onto the Leased Premises, except for the Permitted Materials, and if so brought or found located thereon, the same must be immediately removed, with proper disposal, and all required cleanup procedures must be diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor’s representative shall have the right, but not the obligation, upon compliance with Lessee’s security procedures, to enter the Leased Premises upon at least 72 hours prior notice for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should Lessor determine, in Lessor’s commercially reasonable opinion, that said Permitted Materials are being improperly stored, used, or disposed of, then Lessee shall immediately take such corrective action as required by applicable Environmental Laws. Should Lessee fail to take such corrective action within a commercially reasonable time, Lessor is entitled to perform such work and Lessee shall promptly reimburse Lessor for any and all costs associated with said work. If at any time during or after the Term, it is determined that the Lessee contaminated the Leased Premises, Lessee shall diligently institute proper and thorough cleanup procedures at Lessee’s sole cost. Before taking any action to comply with Environmental Laws or to clean up Hazardous Substances contaminating the Leased Premises, Lessee shall submit to Lessor a plan of action, including all plans and documents required by any Environmental Law to be submitted to a governmental authority (collectively, a “Plan of Action”). Such Plan of Action must be implemented by a licensed environmental contractor. The obligations of Lessee as specified in this Section 3.06 shall survive the expiration or other termination of this Lease. Lessee represents and warrants that it has not been previously cited for any environmental violations by any applicable governmental agency. Lessor represents and warrants that Lessor has no knowledge of any past or existing violation of any Environmental Laws or the existence of any contamination on, under, at or around the Building.

3.07 Parking/ Road Use and Common Areas. Lessee is granted the use, in common with and subject to the rights of other tenants and occupants and all of their employees, customers, invitees, of the driveways into the parking areas and the parking areas adjacent to the Building. Additionally, Lessee shall have the right, at all times, to uninterrupted access to and use of the common areas in and around the Building necessary to access the Leased Premises and Lessee shall have the right to access to, and use of all available utilities servicing the Building (together referred to herein as “Common Areas”). For purposes of Rent payment, Lessee’s share of common space shall be 2199 square foot of space. The common space square footage is

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calculated based on a 33.5% common factor. No driving or parking of any vehicles on non-paved areas adjoining the Building is permitted. Lessee shall engage in no conduct that in any way disrupts the use of any common space by any other tenant or occupant or any of its employees, customers, or invitees. Any use of common areas, other than normal day-to-day access, must be approved by Lessor.

3.08 Lessor’s Representation and Warranties. Lessor covenants, warrants and represents as follows:

(a) Lessor has the full right and power to execute and perform this Lease and to grant the estate demised herein for the Term prescribed herein, and that Lessee, on payment of the Rent and performing the covenants and agreements herein contained, shall, in accordance with the terms, covenants and conditions of this Lease, peaceably and quietly have, hold and enjoy the exclusive use and possession of the Leased Premises during the Term subject to Lessor’s right to enter the Premises under this Agreement and the right to exercise any and all rights and privileges granted by this Lease.

(b) Lessor shall refrain from acting in any manner which might interfere with Lessee’s use and enjoyment of the Leased Premises or Lessee’s right of ingress and egress thereto.

(c) Lessor shall perform all of its obligations and duties to any lender of Lessor and any municipality and other governmental agency, body, board, council or association with jurisdiction over the Leased Premises in order that Lessee may exercise all of its rights and privileges under this Lease.

ARTICLE 4

UTILITIES AND SERVICE

4.01 Building Services. Lessor shall provide the normal utility connections to the Building, including without limitation, all utilities which have been available to Lessee under the existing agreement. Lessee may not increase power usage without the prior written consent of Lessor. Lessee shall pay the cost of all utilities services utilized by Lessee, including, but not limited to, initial connection charges, all charges for gas, electricity, water, telecommunications, sanitary and storm sewer service, refuse or garbage collection and for all electric lights. Lessee shall pay all costs caused by Lessee introducing pollutants or solids into any sewer system, including permits and charges levied by any governmental subdivision for any such pollutants or solids. Lessor shall not be required to pay for any utility services, supplies or upkeep of the same in connection with the Leased Premises and which are utilized by Lessee.

4.02 Theft or Burglary. Lessor shall not be liable to Lessee for losses to Lessee’s property or personal injury caused by criminal acts or entry by unauthorized person into the Leased Premises or the Building.

ARTICLE 5

REPAIRS AND MAINTENANCE

5.01 Lessor Repairs. Lessor shall not be required to maintain or make any improvements of any kind or character to the Leased Premises during the term of this Lease. Lessor shall maintain, repair and replace, as necessary, the Building (excluding those items for which Lessee is expressly responsible pursuant to Section 5.02 below) and common areas of, and surrounding the Building in order to maintain all of the same in good condition and repair at all times. Lessee shall not be liable for costs attributable to the maintenance, repair and/or replacement of the structural components of the Building and the roof unless exclusively serving the Leased Premises.

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5.02 Lessee Repairs. Lessee shall, at its sole cost and expense, maintain, repair and replace all non-structural and non-mechanical parts of the Leased Premises (to include the inside of the Leased Premises within the Building only) in good repair and condition, ordinary wear and tear and casualty excepted. Lessee is responsible for quarterly maintenance on all generators, air handlers, and any similar equipment and the payment for said maintenance. If Lessee fails to properly maintain equipment or make payment for maintenance, and fails to do so within thirty (30) days of Lessee’s receipt of written notice then Lessor, at its option, may cause the maintenance to be done or make the payment on Lessee’s behalf, and the cost thereof shall be charged to Lessee as additional Rent and shall be due and payable by Lessee within thirty (30) days from receipt of Lessor’s invoice. Lessee shall repair and pay for any damage caused by any act or omission of Lessee or Lessee’s agents, employees, invitees, Lessees or visitors. If Lessee fails to make the repairs as required herein, Lessor may, at its option, make the repairs and the cost of such repairs shall be charged to Lessee as additional Rent and shall become due and payable by Lessee within thirty (30) days from receipt of Lessor’s invoice.

ARTICLE 6

ALTERATIONS AND IMPROVEMENTS

6.01 Lessee Improvements. Any alterations, physical additions, or improvements to the Leased Premises or Building must be approved in advance and in writing by Lessor. Any alterations, physical additions or improvements to the Leased Premises including any power or cooling infrastructure, fixtures, raised floors, and any similar items, including, but not limited to, items that require building permits, shall be surrendered to Lessor upon the termination or expiration of this Lease; provided, however, if Lessee makes any additions or alterations without Lessor’s approval, Lessor, at its option, may, upon the expiration or earlier termination of this Lease, require Lessee to remove any physical additions and/or alterations in order to restore the Leased Premises to the condition existing prior to making any such additions and/or alterations, all costs of removal or any such additions and/or alterations to be borne by Lessee. Notwithstanding the foregoing, all existing improvements in the Leased Premises are acceptable to Lessor and Lessee will not be required to remove any of the same upon the expiration or earlier termination of this Lease. This Section shall not apply to moveable equipment, equipment used for the business conducted upon or within any portion of the Leased Premises including, without limitation, furniture, racking systems or storage systems used to secure and store computer equipment or other personal property paid for by Lessee or other person or entity, which may be removed by Lessee or such person or entity at the end of the Term, provided, however, Lessee shall remain obligated for repair and restoration as provided above.

6.02 Mechanics Lien. Lessee will not permit any mechanic’s or materialman’s lien(s) or other lien to be placed upon the Leased Premises or the Building and nothing in this Lease is intended to be deemed or construed in any way as constituting the consent or request of Lessor, express or implied by inference or otherwise, to any person for the performance of any labor or the furnishing of any materials to the Leased Premises, or any part that would give rise to any mechanic’s or materialman’s or other lien against the Leased Premises. Notwithstanding the foregoing, if a lien is filed, Lessee shall have the right to contest such lien by providing adequate assurance of payment or other security in order to protect the Lessor from the risk of foreclosure of the same.

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ARTICLE 7

CASUALTY AND INSURANCE

7.01 Substantial Destruction. If the Leased Premises should be totally or substantially destroyed by fire or other casualty, or if the Leased Premises should be damaged so that rebuilding cannot reasonably be completed within one hundred eighty (180) days after the date of written notification by Lessee to Lessor of the destruction, Lessee shall have the right to terminate this Lease and the Rent shall be abated for the unexpired portions of this Lease, effective as of the date of the written notification.

7.02 Partial Destruction. If the Leased Premises should be partially damaged by fire or other casualty, and rebuilding or repairs can reasonably be completed within one hundred eighty (180) days from the date of written notification by Lessee to Lessor of the destruction, this Lease shall not terminate, and Lessor shall at its sole expense, proceed with reasonable diligence to rebuild or repair the Leased Premises to substantially the same condition and specifications as prior to the damage. If the Leased Premises are to be rebuilt or repaired and are un-tenantable in whole or in part following the damage, the Rent payable under this Lease during the period for which the Leased Premises are un-tenantable shall be adjusted to such an extent as may be fair and reasonable under the circumstances. In the event that Lessor fails to complete the necessary repairs or rebuilding within one hundred eighty (180) days from the date of written notification by Lessee to Lessor of the destruction, Lessee may at its option terminate this Lease by delivering written notice of termination to Lessor, whereupon all rights and obligations under this Lease shall terminate.

7.03 Property Insurance. Lessor shall at all times during the term of this Lease maintain a commercially reasonable policy or policies of insurance with the premiums paid in advance, issued by and binding upon an insurance company, insuring the Building against all risk of direct physical loss in an amount equal to at least ninety percent (90%) of the full replacement cost of the Building as of the date of the loss with a commercially reasonable deductible, and Lessor shall use commercially reasonable efforts to procure the lowest premium possible; provided, Lessee shall have no right in or claim to the proceeds of any policy of insurance maintained by Lessor even though a portion of the cost of such insurance is borne by Lessee except that Lessee shall have the absolute right to all insurance proceeds as necessary to repair and/or rebuild as provided in this Lease, and Lessee shall be entitled to all of the proceeds of insurance carried by Lessee.

7.04 Waiver of Subrogation. ANYTHING IN THIS LEASE TO THE CONTRARY NOTWITHSTANDING, LESSOR AND LESSEE HEREBY WAIVE AND RELEASE EACH OTHER OF AND FROM ANY AND ALL RIGHT OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION, AGAINST EACH OTHER, THEIR AGENTS, OFFICERS, EMPLOYEES OR ANY PARTY CLAIMING BY, THROUGH OR UNDER LESSOR OR LESSEE, FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE PREMISES AND ANY IMPROVEMENTS AND/OR ADDITIONS TO THE PREMISES, OR PERSONAL PROPERTY WITHIN THE BUILDING, BY REASON OF FIRE, EXPLOSION, OR THE ELEMENTS OR ANY OTHER OCCURRENCE, REGARDLESS OF CAUSE OF ORIGIN, INCLUDING NEGLIGENCE OF LESSOR OR LESSEE AND THEIR AGENTS, OFFICERS AND EMPLOYEES. LESSOR AND LESSEE AGREE IMMEDIATELY TO GIVE THEIR RESPECTIVE INSURANCE COMPANIES WHICH HAVE ISSUED POLICIES OF INSURANCE COVERING ALL RISK OF DIRECT PHYSICAL LOSS, WRITTEN NOTICE OF THE TERMS OF THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 7.04 AND TO HAVE THE INSURANCE POLICIES PROPERLY ENDORSED, IF NECESSARY, TO PREVENT THE INVALIDATION OF THE INSURANCE COVERAGE BY REASON OF THE MUTUAL WAIVERS.

7.05 Hold Harmless.

(a) Lessee agrees that Lessor is not, and during the Term hereof will not be, liable to Lessee or Lessee’s employees, agents, invitees, or visitors, or to any other person, claiming by, through or under Lessee for any injury to person or damage to property on or about the Leased Premises or for loss of or damage to Lessee’s business caused solely by any act or

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omission of Lessee, respective agents, servants, invitees, or employees, or of any other person entering upon the Leased Premises under express or implied invitation, or, to the extent Lessee shall be required to maintain the same, caused solely by any of the improvements located on the Leased Premises becoming out of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from the Leased Premises. Lessee agrees to indemnify, defend and hold harmless Lessor of and from any loss, attorney’s fees, expenses or claims arising out of any such damage or injury caused solely by Lessee or any of Lessee’s employees, agents, invitees, or visitors.

(b) Lessor agrees that Lessee is not, and during the Term hereof will not be, liable to Lessor or Lessor’s employees, agents, invitees, or visitors, or to any other person, claiming by, through or under Lessor for any injury to person or damage to property on or about the Building or for loss of or damage to Lessor’s business caused solely by any act or omission of Lessor or its respective agents, servants, invitees, or employees, or of any other person entering upon the Leased Premises under express invitation of Lessor or caused solely by improvements located on or about the Building becoming out of repair or caused solely by leakage of gas, oil, water or steam or by electricity emanating from the Building. Lessor agrees to indemnify, defend and hold Lessee harmless of and from any loss, attorney fees, expenses or claims arising out of any such damage or injury caused by Lessor or Lessor’s employees, agents, invitees, or visitors.

7.06 Liability Insurance. Lessee shall, at its sole expense, maintain at all times during the term of this Lease public liability insurance with respect to the Leased Premises, the conduct or operation of Lessee’s business therein, naming Lessor as an additional insured, with limits of not less than $2,000,000.00 for death or bodily injury to any one or more persons in a single occurrence and $1,000,000.00 for property damage. Lessee shall deliver a certificate of such insurance to Lessor on or before the Commencement Date and thereafter from time to time upon request.

7.07 Lessor Representation. Lessor represents and warrants that Lessor has the unconditioned right to utilize all insurance proceeds to rebuild or repair the Building upon the occurrence of a fire or other casualty.

ARTICLE 8

CONDEMNATION

8.01 Substantial Taking. If all or a substantial portion of the Leased Premises or a substantial portion of the Building are taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and the taking would in the sole judgment and discretion of Lessee significantly interfere with the use of the Leased Premises for the purpose for which it is then being used, then Lessor or Lessee may, but is not required to, terminate this Lease and abate Rent during the unexpired portion of this Lease effective on the date title or physical possession is taken by the condemning authority, whichever occurs first.

8.02 Partial Taking. If a portion of the Leased Premises or a portion of the Building are taken for any pubic or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in Section 8.01 above, Lessor shall, at Lessor’s expense, restore and reconstruct the Building and other improvements on the Leased Premises to the extent necessary to make it reasonably tenantable, provided, if the damages received by Lessor and Lessee are insufficient to cover the costs of restoration, or in the event after the restoration Lessee will be able to use less than 75% of the Premises, Lessee may terminate this Lease. The Rent and additional Rent payable under this Lease during the unexpired portion of the Term will be adjusted to such an extent as is fair and reasonable under the circumstances based on the reduction of services or square footage in the Premises. All proceeds of any taking shall be made available to Lessee to the extent necessary to restore and reconstruct the Leased Premises.

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ARTICLE 9

ASSIGNMENT OF LEASE

9.01 Lessor Assignment. Lessor is entitled to transfer or assign its rights and obligations under this Lease and in the Leased Premises in connection with the sale of any interest Lessor now has, or may have in the future, in the Building. Provided any assignee of Lessor’s interest in this Lease assumes all of Lessor’s liability hereunder, any such sale, transfer or assignment, shall release Lessor from future liability under this Lease arising after the date of such sale, assignment or transfer, and Lessee agrees to look solely to the interest of any such purchaser, assignee or transferee of Lessor for the performance of such obligation.

9.02 Lessee Assignment. Except as provided in this Lease, Lessee shall not assign or sublet the Leased Premises, in whole or in part, without the prior written consent of Lessor.

9.03 Subordination, Attornment and Non-disturbance Lessee shall accept this Lease subject and subordinate to any recorded first mortgage or deed of trust lien presently existing or hereafter created upon the Building (provided, however, that any such mortgagee may, at any time, subordinate such mortgage, deed of trust or other lien to this Lease) and to any renewals thereof. If the interests of Lessor under this Lease are transferred by reason of foreclosure or other proceedings for enforcement of any such first mortgage or deed of trust lien on the Building who has executed a non-disturbance agreement as provided above, Lessee agrees to be bound to the transferee (sometimes called the “Purchaser”) under the terms, covenants and conditions of this Lease for the balance of the Term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and Lessee agrees to attorn to the Purchaser, including the mortgagee under any such first mortgage or deed of trust if it be the Purchaser, as its Lessor. The Purchaser shall maintain existence of and perform all of Lessor’s obligations under this Lease, in accordance with its terms, covenants and conditions and those of the non-disturbance agreement.

9.04 Estoppel Certificates. Lessee agrees to furnish within ten (10) business days after receipt of a request from Lessor, Lessor’s mortgagee or any potential purchaser of the Building or the Project, a statement certifying, if applicable and true and to Lessee’s best actual knowledge, the following: Lessee is in possession of the Leased Premises; the Leased Premises are acceptable; the Lease is in full force and effect; the Lease is unmodified, or stating any modifications; and such other matters as may be reasonably required by Lessor, Lessor’s mortgagee or any potential purchaser. Lessee may qualify and/or explain any statement therein for the purpose of clarity and accuracy.

ARTICLE 10

DEFAULT AND REMEDIES

10.01 Default by Lessee. The following are events of default by Lessee under this Lease:

(a) Lessee shall fail to pay when due any installment of Monthly Rent and the continuance of such failure for ten (10) days after Lessee’s receipt of written notice thereof;

(b) Lessee shall fail to comply with any term, provision or covenant of this Lease, other than the payment of Monthly Rent or additional Rent and the failure is not cured within thirty (30) days after Lessee’s receipt of written notice thereof, except, if such failure to

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comply concerns matters of such a nature they are not reasonably susceptible of cure within such thirty (30) day period, in which case the period of cure shall be extended so long as Lessee commences its efforts to cure within such thirty (30) day period and thereafter diligently pursues completion of same;

(c) Lessee files (or causes to be filed) a petition or is adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law; or a receiver or trustee is appointed for all or substantially all of the assets of Lessee; or Lessee makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors; or

(d) Lessee does or permits to be done any act which results in a lien or claim of lien being filed against the Leased Premises or the Building and/or the Project and the same is not released or otherwise addressed by indemnity or escrow within thirty (30) days after Lessee receives written notice thereof.

10.02 Remedies for Lessee’s Default. Upon the occurrence of any event of default set forth in this Lease, Lessor is entitled to pursue any one or more of the remedies set forth herein at any time following such event or events of default without, except to the extent otherwise provided, any notice or demand to Lessee or any other person or entity or lender.

(a) Without declaring the Lease terminated, Lessor may enter upon and take possession of the Leased Premises, and subject to compliance with Kansas law, expel or remove Lessee and any other person who may be occupying all or any part of the Leased Premises, and relet the Leased Premises on behalf of Lessee and receive the Rent directly by reason of the reletting. Lessee agrees to pay Lessor on demand any deficiency that may arise by reason of any reletting of the Leased Premises.

(b) Without declaring the Lease terminated, Lessor may enter upon the Leased Premises, subject to compliance with Kansas law, and do whatever Lessee is obligated to do under the terms of this Lease. Lessee agrees to reimburse Lessor on demand for any expenses which Lessor may incur in effecting compliance with Lessee’s obligations under this Lease; further, Lessee agrees that Lessor is not liable for any damages resulting to Lessee from effecting compliance with Lessee’s obligations under this Lease except those caused by the negligence of Lessor.

(c) Lessor may terminate this Lease, in which event Lessee shall immediately surrender the Leased Premises to Lessor, and if Lessee fails to surrender the Leased Premises to Lessor, Lessor may, without prejudice to any other remedy which it may have for possession or arrearage in Rent, after complying with applicable Kansas law, enter upon and take possession of the Leased Premises, by picking or changing locks if necessary, and lockout, and expel or remove Lessee and any other person who may be occupying all or any part of the Leased Premises. Lessee agrees to pay on demand the amount of all loss and damage which Lessor may suffer by reason of the termination of this Lease under this Article 10, including without limitation, loss and damage due to the failure of Lessee to maintain and or repair the Leased Premises as required hereunder. Notwithstanding anything contained in this Lease to the contrary, this Lease may be terminated by Lessor only by mailing or delivering written notice of such termination to Lessee, and no other act or omission of Lessor constitutes a termination of this Lease. In no event shall Lessor have the right to terminate this Lease upon an event of default unless Lessor has provided, in the event Lessee has not cured any such event of default after notice, Lessee shall fail to cure the same within fifteen (15) business days after receipt by Lessee of such second notice from Lessor. Notwithstanding the foregoing, Lessor’s damages shall be limited to actual damages, and under no circumstance shall Lessee be liable for consequential or punitive damages.

(d) Lessee may cure defaults and bring this Lease to a current condition by tender of performance any time prior to termination of this Lease by Lessor.

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10.03 Early Termination. In the event that Lessor desires to terminate prior to the end of the Term, Lessee shall pay a termination charge equal to the costs incurred by Lessor in returning the space to a condition suitable for use by other parties, plus One Hundred Percent (100%) of the monthly Fee for the terminated Leased Premises for the number of months remaining under the Lease Agreement, without any requirement for mitigation of damages. Such termination fees are not penalties, but due to the difficulty in estimating actual damages for early termination, are agreed upon charges to fairly compensate Lessor.

10.04 Lessor Care. Lessor shall take all action required to protect and cause any employee, agent, officer, manager, contractor, subcontractor or other person or entity entering the Leased Premises by or through Lessor to protect the privacy of any occupant and the confidentiality of any information within the Leased Premises.

10.05 No Election. Lessor or Lessee’s pursuit of any remedy specified in this Lease will not constitute an election to pursue that remedy only, nor preclude such party from pursuing any other remedy available at law or in equity, nor constitute a forfeiture or waiver of any Rent or other amount due to the other as described herein.

10.06 Default by Lessor. The following shall be deemed to be events of default by Lessor under this Lease: (i) Lessor shall fail to comply with any warranty, representation, term, provision or covenant of this Lease, and the failure is not cured within thirty (30) days after written notice to Lessor, provided, however, if such failure is not susceptible of cure within such thirty (30) day period, and, within such thirty (30) day period, Lessor commences the required action and continues to pursue such action diligently and without interruption thereafter, Lessor shall have such additional time as is reasonably necessary under the circumstances, but the failure must in any event be cured within ninety (90) days after such written notice to Lessor, (ii) Lessor shall file a petition or be adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or a receiver or trustee shall be appointed for all or substantially all of the assets of Lessor, or Lessor shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors

10.07 Lessee Remedies. Upon the occurrence of any event of default by Lessor, in addition to other remedies available under law or equity, Lessee shall have the option to (i) cure such default and invoice Lessor the reasonable cost incurred by Lessee in so doing, and offset such invoiced amount from the Rent hereunder if Lessor fails to pay such amount within thirty (30) days after the date of such invoice; and/or (ii) seek an order from a court for specific performance to cure such default, and the reasonable cost incurred by Lessee shall be invoiced to Lessor, and shall be offset against the Rent hereunder if not paid within thirty (30) days after the date of such invoice

ARTICLE 11

DEFINITIONS

11.01 Act of God or Force Majeure. An “act of God” or “force majeure” is defined for purposes of this Lease as strikes, lockouts, sit-downs, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections and any other cause not reasonably within the control of Lessor or Lessee and which by the exercise of due diligence neither Lessor nor Lessee is unable, wholly or in part, to prevent or overcome.

11.02 Building. “Building” as used in this Lease means the Building, the land, including parking lots surrounding the Building.

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11.03 Commencement Date. “Commencement Date” means the date set forth in Section 1.03. The Commencement Date constitutes the commencement of the Term for all purposes, whether or not Lessee has actually taken possession.

11.04 Square Feet. “Square feet” or “square foot” as used in this Lease includes the area contained within the Leased Premises stipulated in Article 1.01 above.

ARTICLE 12

MISCELLANEOUS

12.01 Waiver. Failure of either party to declare an event of default immediately upon its occurrence, or delay in taking any action in connection with an event of default, does not constitute a waiver of the default, and the non-defaulting party is entitled to declare the default at any time and take such action as is lawful or authorized under this Lease. Pursuit of any one or more of the remedies set forth in Article 10.00 above or any other part of this Lease, at law or in equity does not preclude pursuit of any one or more of the other remedies provided elsewhere in this Lease or provided at law or in equity, nor does pursuit of any remedy constitute forfeiture or waiver of any Rent or damages accruing to either party by reason of the violation of any of the terms, provisions or covenants of this Lease. Failure by either party to enforce one or more of the remedies provided upon an event of default shall not be deemed or construed to constitute a waiver of the default or of any other violation or breach of any of the terms, provisions and covenants contained in this Lease.

12.02 Act of God or Force Majeure. Neither party to this Lease is required to perform any covenant or obligation in this Lease, or be liable in damages to the other, so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, force majeure or by the acts or omissions of the other party.

12.03 Attorney’s Fees. If either party defaults in the performance of any of the terms, covenants, agreements or conditions contained in this Lease and the matter is placed in the hands of an attorney for the enforcement of all or any part of this Lease, the non-prevailing party agrees to pay the prevailing party’s costs and expenses, including reasonable attorney’s fees, for the services of the attorney and other out-of-pocket expenses incurred in connection therewith.

12.04 Successors. This Lease is binding upon and inures to the benefit of Lessor and Lessee and their respective successors and assigns.

12.05 Fees Tax. If applicable in the jurisdiction where the Leased Premises are situated, Lessee shall pay and be liable for all sales and use taxes or other similar taxes on rent, if any, except for those taxes of any kind being in the nature of an income tax on any fees paid to Lessor, which shall be paid by Lessor, levied or imposed by any city, state, county or other governmental body having authority, such payments to be in addition to all other payments required to be paid to Lessor by Lessee under the terms of this Lease. Any such payment must be paid concurrently with the payment of the Rent, operating expenses or other charge upon which the tax is based as set forth above.

12.06 Captions. The captions appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any section.

12.07 Notice. All Rent and other payments required to be made by Lessee shall be paid to Lessor at the address set forth in Section 1.05. All payments required to be made by Lessor to Lessee are payable to Lessee at the address set forth in Section 1.05 or at any other address within the United States as Lessee may specify from time to time by written notice. For purposes hereof, any notice or document required or permitted to be delivered by the terms of this Lease (other than delivery of Rent payments) will be deemed to be delivered upon the earlier

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of actual receipt, or (whether or not actually received) on the first (1^st) business day after being deposited with a reputable overnight courier (such as Federal Express, UPS or similar courier) or the third (3^rd) day after being deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the parties at the respective addresses set forth in Section 1.05. Rent payments are deemed received only upon actual receipt. Unless specifically authorized herein, any notice delivered via facsimile transmission will not satisfy a requirement to give notice under the terms of this Lease.

12.08 Submission of Lease. Submission of this Lease for signature does not constitute a reservation of space or an option or offer to Lease. This Lease is not deemed effective until execution by and delivery to both Lessor and Lessee.

12.09 Severability. If any provision of this Lease or the application thereof to any person or circumstance is rendered invalid or unenforceable to any extent, the remainder of this Lease and the application of such provisions to other persons or circumstances remain unaffected thereby and continue to be enforced to the greatest extent permitted by law.

12.10 Notices to Mortgagees. Provided that Lessee has received prior written notice of the name and address of such lender, Lessee shall serve written notice of any claimed default or breach by Lessor under this Lease upon any lender which is a beneficiary under any deed of trust or mortgage against the Leased Premises, Lessee agrees to allow such lender during the same period to cure such default or breach as is afforded Lessor; provided, in the event it is necessary for said lender to foreclose on the property of which the Leased Premises are a part in order to cure such default, lender will be entitled to such additional time as is necessary to cure such default provided such default is cured within sixty (60) days from receipt of Lessee’s notice of default.

12.11 Recordation. Lessee shall not record this Lease without the prior written consent of Lessor; however, a memorandum of this Lease may be recorded in the real estate records in the county where the Leased Premises is located at the request of either party.

12.12 Counterparts. This Lease may be executed in two or more counterparts, and it is not necessary that any one of the counterparts be executed by all of the parties hereto. Each fully or partially executed counterpart constitutes an original, but all such counterparts taken together constitute but one and the same instrument.

12.13 Governing Law/Venue. THIS LEASE SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE BUILDING IS LOCATED AND THE LAWS OF THE UNITED STATES OF AMERICA AS APPLICABLE TO TRANSACTIONS WITHIN THE STATE WHERE THE BUILDING IS LOCATED. LESSOR AND LESSEE HEREBY SUBMIT TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION SITTING IN SUCH COUNTY AND STATE WHERE THE BUILDING IS LOCATED.

12.14 Broker. Lessee represents and warrants that Lessee has dealt with no broker. Lessee shall indemnify and hold Lessor harmless from and against all claims (and costs of defending against and investigating such claims) of any other broker or similar parties claiming under Lessee in connection with this Lease. Lessor represents and warrants that Lessor has dealt with no broker. Lessor shall indemnify and hold Lessee harmless from and against all claims (and costs of defending against and investigating such claims) of any broker or similar parties claiming under Lessor in connection with this Lease.

12.15 Construction of Lease. It is agreed that, in the construction and interpretation of the terms of this Lease, the rule of construction that a document is to be construed most strictly against the party who prepared the same will not be applied, it being agreed that both parties hereto have participated in the preparation of the final form of this Lease. Wherever in this Lease

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provision is made for liquidated damages, it is because the parties hereto acknowledge and agree that the determination of actual damages (of which such liquidated damages are in lieu) is speculative and difficult to determine; the parties agree that liquidated damages herein are not a penalty.

12.16 Time of Essence. With respect to all required acts under this Lease, time is of the essence of this Lease.

12.17 Building Name and Address. Lessee reserves the right at any time to change the name by which the Building is designated and its address, and Lessee has no obligation or liability whatsoever for costs or expenses incurred by Lessor as a result of such name change or address change of the Building.

12.18 Taxes and Lessee’s Property. Lessee is solely liable for all taxes levied or assessed against Lessee’s personal property, furniture or fixtures placed by Lessee in the Premises.

12.19 Constructive Eviction. Lessee shall not be entitled to claim a constructive eviction from the Leased Premises unless Lessee has first notified Lessor in writing of the condition giving rise thereto, and, if the complaints are justified, unless Lessor has failed to remedy such conditions with a reasonable time after receipt of said notice.

12.20 Confidentiality. Lessee shall not disclose the terms of this Agreement to anyone not a party to the Agreement.

12.21 ARBITRATION. ANY DISPUTE BETWEEN THE PARTIES WILL BE SUBMITTED TO BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES (THE “RULES”) OF THE American Arbitration Association (“AAA”). THE DECISION OF THE ARBITRATOR(S) WILL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION BY EITHER PARTY.

ARTICLE 13

AMENDMENT AND LIMITATION OF WARRANTIES

13.01 Entire Agreement. IT IS EXPRESSLY AGREED BY LESSEE, AS A MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE PARTIES; THAT THERE ARE, AND WERE NO VERBAL REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN WRITING IN THIS LEASE.

13.02 Amendment. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LESSOR AND LESSEE.

13.03 Limitation of Warranties. LESSOR AND LESSEE EXPRESSLY AGREE THAT THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

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ARTICLE 14

OTHER PROVISIONS

14.01 Attachments. Attached hereto and incorporated herein by this reference are the following:

(a) Exhibit “A” – The “Premises” or “Leased Premises”

(b) Exhibit “B” – Rules and Regulations

(e) Exhibit “C” – Maintenance on a Regular Basis

[Signature page follows]

SIGNED at Overland Park, Kansas this 16 day of Oct., 2009.

LESSOR:		LESSEE:
QUALITY INVESTMENT PROPERTIES – WILLIAMS CENTER, a Kansas limited liability company		QUALITY TECHNOLOGY SERVICES LENEXA, LLC, a Delaware limited liability company
By:		By:
Name:	Chad L. Williams	Name:	Mark Waddington
Title:	CEO	Title:	Member of Quality Technology Services Holding, LLC, sole member of Quality Technology Services Lenexa, LLC

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EXHIBIT “A”

THE PREMISES OR LEASED PREMISES

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EXHIBIT A-1

EXHIBIT A-2

EXHIBIT “B”

RULES AND REGULATIONS

1. Lessor agrees to furnish Lessee two keys without charge. Additional keys may be made by Lessee. Lessee may change locks or install additional locks on doors without prior written consent of Lessor. Lessee shall make duplicates of keys for Lessor for Lessor’s administration of this Lease. All keys to Leased Premises shall be surrendered to Lessor upon termination of this Lease.

2. Lessee shall not at any time occupy any part of the Leased Premises or the Project as sleeping or lodging quarters.

3. Lessee shall not place, install or operate on the Leased Premises or in any part of the Building any engine, stove or machinery, or conduct mechanical operations (other than those consistent with Lessee’s Permitted Use (as defined in Section 1.06 hereof) or cook therein, or place or use in or about the Leased Premises or the Project any explosives, gasoline, kerosene, oil, acids, caustics, or any flammable, explosive or hazardous material without written consent of Lessor; provided fuel for the contemplated generators shall be allowed.

4. Lessor will not be responsible for lost, stolen or damaged personal property, equipment, money or jewelry from the Leased Premises regardless of whether such loss occurs when the area is locked against entry or not.

5. No dogs, cats, fowl, or other animals except for Seeing Eye dogs shall be brought into or kept in or about the Leased Premises or the Project.

6. The water closets and other water fixtures shall not be used for any purpose other than those for which they were constructed, and any damage resulting to them from misuse, including improper disposal of any materials, or by the defacing or injury of any part of the Building shall be borne by the person who shall occasion it. No person shall waste water by interfering with the faucets or otherwise.

7. No person shall disturb occupants of the Building by the use of any radios, record players, tape recorders, musical instruments, the making of unseemly noises or any unreasonable use.

8. Nothing shall be thrown out of the windows of the Building or down the stairways or other passages.

9. Parking in a parking garage or area shall be in compliance with all reasonable parking rules and regulations including any sticker or other identification system established by Lessee. Failure to observe the rules and regulations shall terminate the offender’s right to use the parking garage or area and subject the vehicle in violation of the parking rules and regulations to removal and impoundment. No termination of parking privileges or removal or impoundment of a vehicle shall create any liability on Lessee or be deemed to interfere with the right to possession of the Leased Premises. Vehicles must be parked entirely within the stall lines and all directional signs, arrows and posted speed limits must be observed. Parking is prohibited in areas not striped for parking, in aisles, where “No Parking” signs are posted, on ramps, in cross hatched areas, and in other areas as may be designated by Lessee. Parking stickers or other forms of identification supplied by Lessee shall remain the property of Lessee. Every person is required to park and lock his vehicle. All responsibility for damage to vehicles or persons is assumed by the owner of the vehicle or its driver.

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10. Movement in or out of the Building of furniture or office supplies and equipment, or dispatch or receipt by Lessee of any merchandise or materials which requires use of elevators or stairways, or movement through the Building entrances or lobby, shall be restricted to hours designated by Lessee. All such movement shall be under supervision of Lessee and carried out in the manner agreed between Lessee and the moving party.

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EXHIBIT “C”

Maintenance on a Regular Basis:

(D) Daily (W) Weekly (M) Monthly (Q) Quarterly (S) Semi-annually (A) Annually*

All Generators	(W) Check bearing tem, voltages, brushes, RPM, grease, and run engines (A) Changes Oil, filters and adjust valves
All uninterrupted power supplies (““UPS”), including all battery maintenance and replacements	(W) Exercised (M)(S)(A)-depending on season
All HVAC Equipment	(D) Basic inspection of all readings (A) Tube cleaning, eddy current testing and oil change
Primary Chilled Water Pumps	(Q) Grease
Secondary Chilled Water Pumps	(Q) Grease
Outside Air Fans	(W) Inspection (Q) Grease
Data Center Air Handlers	(D) Inspections (M) Upper media replacement (Q) Clean humidity pans, replace belts, grease (S) Replace large filters
Building Air Handling Units	(Q) Grease, tighten belts (A) Change belts
Rheumatic Valves	(Q) Exercise
Electrical Panels	(D) Inspection (A) Infrared scan
Power Distribution Units (“PDU”)	(D) Inspection (A) Infrared scan
Motor Control Units	(D) Inspection (A) Infrared scan
Variable Frequency Drives	(D) Inspection (A) Infrared scan
Security System	(M) monitoring and any maintenance
Fire Suppression	Semi-Annual to Annual inspection depending on local fire code

* Lessee is responsible for all maintenance recommended by the manufacturer. This list is intended to provide examples and is not intended to be exclusive or comprehensive.

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EX-10.39

Exhibit 10.39

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE (this “Amendment”) made on this 1^st day of March, 2013, by and between QUALITY INVESTMENT PROPERTIES – WILLIAMS CENTER, L.L.C., a Kansas limited liability company (“Lessor”), and QUALITY TECHNOLOGY SERVICES LENEXA, LLC, a Delaware limited liability company (“Lessee”).

W I T N E S S E T H:

WHEREAS, Lessor and Lessee entered into a lease, dated as January 1, 2009 (the “Lease”), pursuant to which Lessor leased to Lessee (i) 2493 usable square feet of data center space (the “Data Center Space”) located on the first floor of the J. Williams Technology Centre located at 12851 Foster Street, Overland Park, Kansas (the “Building”), and (ii) 7220 usable square feet of office and common space (the “Office Space”), which was increased to 8639 usable square feet as of October 1, 2009 (the Office Space and Data Center Space being collectively referred to as the “Leased Premises” or the “Premises”); and

WHEREAS, subject to the terms and conditions of this Amendment, Lessee and Lessor desire to increase the size of the Office Space.

NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually covenant and agree as follows:

1. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Lease.

2. Section 1.02 of the Lease is hereby deleted in its entirety and replaced with the following:

“1.02 Leased Premises. In consideration of the Rent, terms, provisions and covenants of this Lease, Lessor hereby irrevocably leases, lets and demises to Lessee the exclusive use and possession of (i) 2493 square usable square feet of data center space (the “Data Center Space”) located on the first floor of the J. Williams Technology Centre located at 12851 Foster Street, Overland Park, Kansas (the “Building”) (reserving six (6) cabinets of space and power for Lessor’s use), and (ii) 30,213 usable square feet of office and common space (the “Office Space”), more particularly depicted on Exhibit A attached hereto and incorporated herein by reference (all of such space being referred to as the “Leased Premises” or the “Premises”).”

3. Section 1.03 of the Lease is hereby amended to add the following:

Option. Provided there is no default by Lessee hereunder continuing beyond any applicable cure period either as of the date Lessee notifies Lessor of its election to extend the Term or as of the first day of the extension period, Lessee may

extend the Term as it relates to the Premises for one (1) period of five (5) years. Lessee shall notify Lessor of its election to extend the Term by giving Lessor notice thereof not less than twelve (12) months prior to the expiration of the Term then in effect, time being of the essence. All of the provisions of this Lease (other than the amount of Monthly Rent payable hereunder) shall apply during the extension period.

(a) The annual Monthly Rent during the extension period shall be the greater of (a) the annual Monthly Rent in effect during the twelve (12) month period preceding the commencement of such extension term and (b) Ninety-five percent (95%) of the “fair market rent” for the Premises at the time of the commencement of the extended term. The term “fair market rent” shall be the rent generally payable in Johnson County, Overland Park, Kansas for Class A office space in an office building of approximately the same quality, size and condition as the Building, giving due consideration to (i) the condition of the Premises without any alterations, additions, or improvements made by Lessee or at Lessee’s expense, but taking into account the value of Lessee’s rights to use all building areas, systems and infrastructure under the Lease, and (ii) to all other factors that would be relevant to a third-party tenant desiring to lease space substantially similar to the Premises for the extended term. Within thirty (30) days after the exercise by Lessee of its option to extend, Lessor shall notify Lessee of Lessor’s determination of the annual Monthly Rent during the extension period. If Lessee desires to dispute Lessor’s determination, Lessee shall, within forty-five (45) days after receipt thereof, withdraw its election to extend the Term or submit to Lessor a written appraisal of the fair market rent for the Premises by an appraiser who is a member of the American Institute of Real Estate Appraisers, having at least seven (7) years experience in appraising commercial real estate in Johnson County, Overland Park, Kansas (a “Qualified Appraiser”). If Lessor disagrees with the fair market rent determined by Lessee’s Qualified Appraiser, Lessor shall, within forty-five (45) days of receipt of such appraisal, submit to Lessee a written appraisal of the fair market rent for the Premises by a Qualified Appraiser selected by Lessor. If Lessor’s and Lessee’s Qualified Appraisers do not agree upon the fair market rent but are apart by less than five (5%) percent, then the fair market rents determined by both shall be averaged. Otherwise, Lessor’s and Lessee’s Qualified Appraisers shall mutually agree upon an independent Qualified Appraiser to determine such fair market rent. If Lessor’s and Lessee’s Qualified Appraisers are unable to agree upon such independent appraiser, either Lessor or Lessee may request the American Arbitration Association to appoint such independent appraiser. The independent appraiser shall select either Lessor’s Qualified Appraiser’s determination of fair market rent or the fair market rent determined by Lessee’s Qualified Appraiser, which determination shall be binding upon both Lessor and Lessee. The parties shall be responsible for the cost of their own Qualified Appraiser and shall share equally in the cost of any independent third Qualified Appraiser. Pending resolution of the issue of fair market rent, Lessee shall pay to Lessor as of commencement of the extension term, the Monthly Rent as established by Lessor, subject to adjustment upon final determination.

(b) Upon final determination of the Montly Rent to be paid during the extension period as hereinabove provided, Lessor and Lessee shall enter into a lease amendment to reflect the same.

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4. Section 1.04 of the Lease is hereby amended to reflect that from the date of this Amendment until December 31, 2013, the Monthly Rent for the Office Space shall be $56,649.38/month and $679,792.50/year, and the total Monthly Rent for the Leased Premises shall be $88,149.38/month and $1,057,792.50/year. Commencing on January 1, 2014 and continuing through December 31, 2018, Lessee shall pay Monthly Rent to Lessor for the Office Space in an amount equal to $23.50/square foot for a total of $59,166.54/month and $709,998.45/year. Beginning January 1, 2014 and continuing through December 31, 2018, the total Monthly Rent for the Leased Premises shall be $90,666.54/month and $1,087,998.40/year.

5. Section 2.02 of the Lease is hereby amended by deleting the last sentence of the second paragraph of Section 2.02 and replacing it with the following:

“The pro rata share for insurance and taxes is calculated based Lessee’s percentage occupancy of the Office Space as set forth in Exhibit A.”

6. Exhibit A of the Lease is hereby deleted in its entirety and replaced with Exhibit A to this Amendment.

7. Except as expressly provided herein, all other terms, conditions, covenants, conditions and agreements as set forth in the Lease remain unchanged and in full force and effect.

8. This Amendment shall be governed by and construed in accordance with the laws of the State of Kansas, without giving effect to its conflict of laws principles.

9. This Amendment and any documents contemplated hereby may be executed in one or more counterparts, all of which counterparts, when taken together, shall constitute one agreement. This Amendment and any documents contemplated hereby may be executed and delivered by facsimile or other electronic transmission and any such execution or delivery shall be fully effective as if executed and delivered in person

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have executed this Amendment the date first above written.

LESSOR:
Quality Investment Properties – Williams Center, LLC
By:
Name:	Chad L. Williams
Title:	Manager
LESSEE:
Quality Technology Services Lenexa, LLC
By:
Name:	William H. Schafer
Title:	CFO

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EXHIBIT A

THE LEASED PREMISES

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EX-21.1

Exhibit 21.1

Subsidiaries

Subsidiary Name	State of Incorporation or Formation
Quality Investment Properties Chantilly, LLC	Delaware
Quality Investment Properties Gateway, LLC	Delaware
Quality Investment Properties Irving, LLC	Delaware
Quality Investment Properties Lenexa, LLC	Delaware
Quality Investment Properties Metro Holding, LLC	Delaware
Quality Investment Properties Metro, LLC	Delaware
Quality Investment Properties Miami Holding, LLC	Delaware
Quality Investment Properties Miami, LLC	Delaware
Quality Investment Properties Richmond, LLC	Delaware
Quality Investment Properties Sacramento, LLC	Delaware
Quality Investment Properties Santa Clara Holding, LLC	Delaware
Quality Investment Properties Santa Clara, LLC	Delaware
Quality Investment Properties Tech Centre Holding, LLC	Delaware
Quality Investment Properties, Suwanee, LLC	Delaware
Quality Technology Services Holding, LLC	Delaware
Quality Technology Services Irving II, LLC	Delaware
Quality Technology Services Lenexa II, LLC	Delaware
Quality Technology Services Lenexa, LLC	Delaware
Quality Technology Services Metro II, LLC	Delaware
Quality Technology Services Miami II, LLC	Delaware
Quality Technology Services, N.J. II, LLC	Delaware
Quality Technology Services, N.J., LLC	Delaware
Quality Technology Services Jersey City, LLC	Delaware
Quality Technology Services Northeast, LLC	Delaware
Quality Technology Services Richmond II, LLC	Delaware
Quality Technology Services Sacramento II, LLC	Delaware
Quality Technology Services Santa Clara II, LLC	Delaware
Quality Technology Services, Suwanee II, LLC	Delaware
Quality Technology Services Wichita II, LLC	Delaware
Quality Technology Services, LLC	Delaware
QualityTech, LP	Delaware
QAE Acquisition Company, LLC	Georgia
Quality Technology Services Chantilly II, LLC	Delaware
QLD Investment Properties Wichita Technology Group, L.L.C.	Kansas

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports (a) dated March 6, 2013 (except Note 16, as to which the date is August 15, 2013), with respect to the consolidated financial statements of QualityTech, LP, (b) dated May 28, 2012, with respect to the statement of revenues and certain operating expenses of the Sacramento Property, and (c) dated July 9, 2013, with respect to the balance sheet of QTS Realty Trust, Inc., in the Registration Statement (Form S-11) and the related Prospectus of QTS Realty Trust, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Kansas City, MO

August 15, 2013