IN SECTION 18 OF THE NOTE PURCHASE
AGREEMENT PROVIDED THAT, IN THE CASE OF SERVICE ON GUARANTOR A COPY IS ALSO
DELIVERED TO JEFFREY M. SULLIVAN, GENERAL COUNSEL FOR GUARANTOR (WHOSE CONTACT
INFORMATION IS NOTED IN SECTION 13 ABOVE). NOTHING IN THIS GUARANTY WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
(e)
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS GUARANTY OR THE NOTE PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO
C-1-5
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 19.
SECTION 20.
COUNTERPARTS.
This Guaranty may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract.
SECTION 21.
FINAL AGREEMENT.
THIS GUARANTY, THE NOTES AND THE NOTE PURCHASE AGREEMENT CONSTITUTE THE ENTIRE
CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES
ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO
THE SUBJECT MATTER HEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and
delivered as of the date first written above.
PARENT:
STAG INDUSTRIAL, INC., a Maryland corporation
By:
Name: William R. Crooker
Title: Executive Vice President, Chief Financial Officer and Treasurer
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SCHEDULE C‐2
FORM OF SUBSIDIARY GUARANTY
THIS SUBSIDIARY GUARANTY AGREEMENT (this "Guaranty") is dated as of June 13,
2018, by EACH OF THE SUBSIDIARIES OF STAG INDUSTRIAL OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership ("Issuer"), LISTED ON SCHEDULE 1 ATTACHED
HERETO or who become a party hereto pursuant to Section 20 below (each a
"Guarantor" and collectively, "Guarantors"), for the benefit of the Purchasers
(as defined below) and the other holders from time to time of the Notes (as
defined below). The Purchasers and such other holders are herein collectively
called the "holders" and individually a "holder."
RECITALS:
I.
STAG Industrial Operating Partnership, L.P., a Delaware limited
partnership (the "Issuer") and STAG Industrial, Inc., a Maryland corporation,
are entering into a Note Purchase Agreement dated as of April 10, 2018 (as
amended, modified, supplemented or restated from time to time, the "Note
Purchase Agreement") with the Persons listed on the signature pages thereto (the
"Purchasers") simultaneously with the