EX-10.1



 Exhibit 10.1 

FORM OF TAX PROTECTION WAIVER 

October 22, 2015 
 Landmark Apartment Trust,
Inc. 
 Landmark Apartment Trust Holdings, LP 
 c/o Landmark
Apartment Trust, Inc. 
 4901 Dickens Road, Suite 101 

Richmond, Virginia 23230 
 Attention: Stanley J. Olander, Jr., CEO

  

	 	RE:	Waiver and Termination of Tax Protection Agreements 

 Dear Mr. Olander: 

Reference is hereby made to the Tax Protection Agreements listed on Exhibit A hereto (as such agreements have been amended,
supplemented or modified from time to time, the “Tax Protection Agreements”), by and among Landmark Apartment Trust, Inc., a Maryland corporation (the “Company”), Landmark Apartment Trust Holdings, LP, a Virginia
limited partnership (the “Operating Partnership”), and the beneficiaries of the Tax Protection Agreements (the “Protected Partners”). 

Pursuant to the Tax Protection Agreements, the Company and the Operating Partnership have agreed, during the “Tax Protection
Periods” (as defined in Tax Protection Agreements), among other things, (i) not to dispose of certain assets that would result in the Protected Partners recognizing certain taxable gains, and (ii) to maintain certain indebtedness so
that the Protected Partners are allocated “Minimum Liability Amounts” (as defined in each Tax Protection Agreement) for tax purposes. 

The Tax Protection Agreements are for the benefit of the Protected Partners, which include the contributors of certain assets to the Operating
Partnership as well as persons who acquire common limited partnership units in the Operating Partnership (the “Units”) from Protected Partners in certain tax-deferred transactions. Since the Tax Protection Agreements were originally
executed, some of the Units have been transferred to transferees who have become Protected Partners under the Tax Protection Agreements. Exhibit B lists the Protected Partners under the Tax Protection Agreements, and each of those
Protected Partners is executing this letter agreement. 
 Each of the undersigned hereby acknowledges and agrees that the Board of Directors
of the Company is considering a taxable sale of the Company and the Operating Partnership (the “Sale Transaction”). The Sale Transaction contemplates the acquisition by the buyer of the Company’s and the Operating
Partnership’s equity interests, likely in the form of one or more mergers. A summary of the terms of the Sale Transaction is attached as Exhibit C. The Sale Transaction will trigger payment and other obligations by the Company and the
Operating Partnership to the Protected Partners under the Tax Protection Agreements. In connection with the Sale Transaction, this letter agreement is being delivered to you by each of the undersigned. 








 Landmark Apartment Trust, Inc. 

Landmark Apartment Trust Holdings, LP 
 October 22, 2015 

Page 2 
  

 Effective as of the date first written above, each of the undersigned Protected Partners
hereby acknowledges and agrees as follows: 
  

	 	1.	Each of the Protected Partners executing this letter agreement represents and warrants that it has not assigned, transferred or conveyed its Units to any person who is not listed on Exhibit B. Each Protected
Partner agrees, jointly and severally, to indemnify and hold harmless the Company and the Operating Partnership with respect to any claims from a Protected Partner who is not listed on Exhibit B. 


 

	 	2.	Effective immediately prior to the closing, if any, of the transactions contemplated by, and as shall be defined in, a definitive agreement, if any, with respect to the Sale Transaction, each of the undersigned hereby
(i) irrevocably waives any obligations of the Company and the Operating Partnership under the Tax Protection Agreements, including, without limitation, any obligation to make a damage payment in connection with the Sale Transaction or
otherwise, and (ii) acknowledges and agrees that the Tax Protection Agreements, including any and all obligations thereunder, shall automatically terminate and be of no further force or effect, and neither the Company nor the Operating
Partnership shall have any further obligations with respect thereto. 

 Please confirm your agreement with the foregoing by
signing in the space indicated below. 
 [SIGNATURE PAGES FOLLOW] 







 
			
	Sincerely,
	
	[PROTECTED PARTNER]
		
	By:	 	  

	Name:	 	
	Title:	 	










									
	ACKNOWLEDGED AND AGREED	  	
		
	AS OF OCTOBER 22, 2015:	  	
		
	LANDMARK APARTMENT TRUST, INC.	  	
				
	By:	 	  
	  		  	
	Name:	 		  		  	
	Title:	 		  		  	
		
	LANDMARK APARTMENT TRUST HOLDINGS, LP	  	
		
	By: Landmark Apartment Trust, Inc., its general partner	  	
				
		 	By:	 	  
	  	
		 	Name:	 		  		  	
		 	Title:	 		  		  	








 Exhibit A 

Tax Protection Agreements 







 Exhibit B 

Protected Partners 







 Exhibit C 

Summary of Sale Transaction 
 The Sale
Transaction is a taxable sale of the Company and Operating Partnership in a cash transaction at a net price to all common shareholders of the Company and all Unit holders of the Operating Partnership of at least $8.00 per common share and Unit.