Catherine R. Kinney - 31 Aug 2021 Form 4 Insider Report for QTS Realty Trust, Inc.

Footnote F1

Includes Class A common stock and deferred share units ("DSUs") granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that represented the contingent right to receive one share of Class A common stock and vesting of the DSU one year after the date of grant. Each DSU (and any accrued dividend equivalents related thereto) vested in connection with the Merger (as defined herein). All Class A common stock was disposed of, and vested DSUs were cancelled, pursuant to the merger of the Issuer with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, among the Issuer, QualityTech, LP (the "Operating Partnership"), Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share (or share under such DSU), without interest, less any applicable withholding.

Footnote F10

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $35.99, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Footnote F11

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $41.46, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Footnote F12

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Footnote F13

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $52.49, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Footnote F2

Class A units were redeemable for cash or, at the Operating Partnership's election, shares of the Issuer's Class A common stock on a one-for-one basis. Following the Merger, the Class A units are exchangeable for Class I Units of BREIT Operating Partnership L.P. ("BREIT OP") beginning five years after the effective time of the Merger, subject to certain conditions and into a number of such Class I Units as determined pursuant to the partnership agreement of the Operating Partnership, as amended, and the partnership agreement of BREIT OP.

Footnote F3

The units were gifted to a trust of which Ms. Kinney is a trustee.

Footnote F4

These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.

Footnote F5

The units are held by a trust of which Ms. Kinney is a trustee.

Footnote F6

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Footnote F7

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $21.16, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Footnote F8

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Footnote F9

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $32.22, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.