Gc Net Lease Reit, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 20th, 2018 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 14th day of December, 2018, by and between Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “Company”), and [ ] (“Indemnitee”).

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AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. AND GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLC
Advisory Agreement • March 15th, 2019 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of September 20, 2017, is entered into among GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation (the “Company”), GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (the “Operating Partnershipˮ) and GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLC, a Delaware limited liability company (the “Advisor”).

GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC. UP TO $1,100,000,000 IN SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT February 25, 2013
Dealer Manager Agreement • March 1st, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • California

Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $1.1 billion in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold ($1 billion in shares to be offered to the public at a purchase price of $10.28 per share and $100 million in shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of approximately $9.77 per share). The minimum purchase by any one person shall be $2,500 in Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Griffin Capital Securities, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form attached to this Dealer Manager Agreement with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being c

SECOND AMENDED AND RESTATED GUARANTY
Guaranty • June 18th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED GUARANTY (this “Guaranty”) dated as of June 13, 2013, executed and delivered by each of the undersigned, whether one or more, (“Guarantor”), in favor of (a) KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Second Amended and Restated Credit Agreement dated as of even date herewith, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., WILL PARTNERS REIT, LLC, THE GC NET LEASE (BEAVER CREEK) INVESTORS, LLC, THE GC NET LEASE (GV QUEBEC COURT) INVESTORS, LLC, THE GC NET LEASE (RENTON) INVESTORS, LLC, THE GC NET LEASE (HOUSTON ENCLAVE) INVESTORS, LLC, THE GC NET LEASE (CHARLOTTE) INVESTORS, LLC, THE GC NET LEASE (PHOENIX CHANDLER) INVESTORS, LLC and certain affiliated entities (collectively, the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, restated, suppleme

FORM OF FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P.
Agreement • May 12th, 2009 • Gc Net Lease Reit, Inc. • Delaware

The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 29, 2008. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of May , 2009 between The GC Net Lease REIT, Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P.
Limited Partnership Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Delaware

Griffin Capital Essential Asset Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 29, 2008. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of November 5, 2013 between Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

LOAN AGREEMENT Dated as of September 29, 2017 Between THE ENTITIES LISTED ON SCHEDULE 1 HERETO, collectively, as Borrower and BANK OF AMERICA, N.A., as Lender
Loan Agreement • October 5th, 2017 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of September 29, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and THE ENTITIES LISTED ON SCHEDULE 1 HERETO, having a principal place of business at c/o Griffin Capital Company, LLC, 1520 E. Grand Avenue, El Segundo, CA 90245, Attention: Javier Bitar (individually and/or collectively, as the context may require, together with their respective successors and permitted assigns, “Borrower”).

FIXED RATE NOTE
Gc Net Lease Reit, Inc. • August 30th, 2010 • Real estate investment trusts

FOR VALUE RECEIVED, EMPORIA PARTNERS, LLC, a Delaware limited liability company, (hereinafter referred to as “Borrower”), promises to pay to the order of JPMORGAN CHASE BANK, a New York banking corporation, its successors and assigns (hereinafter referred to as “Lender”), at the office of Lender or its agent, designee, or assignee at 270 Park Avenue, New York, New York 10017, Attention: Loan Servicing, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of SIX MILLION NINE HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($6,930,000.00), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at all times prior to the occurrence of an Event of Default (as defined in the Security Instrument [hereinafter defined]), and to be paid in installments as set forth below. Unless otherw

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT BY AND BETWEEN THE GC NET LEASE REIT, INC. AND THE GC NET LEASE REIT ADVISOR, LLC
Advisory Agreement • November 16th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts • California

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Advisory Agreement”), dated as of November 9, 2010, is entered into between THE GC NET LEASE REIT, INC., a Maryland corporation (the “Company”), and THE GC NET LEASE REIT ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).

AGREEMENT AND PLAN OF MERGER by and among GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC. (“Parent”), GRIFFIN SAS, LLC (“Merger Sub”) and SIGNATURE OFFICE REIT, INC. (the “Company”) Dated as of November 21, 2014
Agreement and Plan of Merger • November 24th, 2014 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2014 (this “Agreement”), is made by and among Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (“Parent”), Griffin SAS, LLC, a Maryland limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Signature Office REIT, Inc., a Maryland corporation (the “Company”).

TAX PROTECTION AGREEMENT
Tax Protection Agreement • May 16th, 2011 • Gc Net Lease Reit, Inc. • Real estate investment trusts • California

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2011 by and among THE GC NET LEASE REIT, INC. (the “REIT”), THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P. (the “Partnership”), each of the Contributors listed on Exhibit A (each a “Contributor” and collectively, the “Contributors”) and each of the Protected Partners listed on Schedule 2.1(a) (each a “Protected Partner” and, collectively, the “Protected Partners”).

PURCHASE AND SALE AGREEMENT between and Griffin Capital Corporation, as Purchaser As of March 21, 2013
Purchase and Sale Agreement • May 7th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), made and entered into as of the 21st day of March, 2013 (the “Effective Date”), by and between 1200 Enclave Parkway, LLC, a Delaware limited liability company (“Seller”), and Griffin Capital Corporation, a California corporation (“Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2018 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14th day of December, 2018 by and between Griffin Capital Real Estate Company, LLC, a Delaware limited liability company (“GRECO”), Griffin Capital Essential Asset REIT, Inc. (“GCEAR”), and Griffin Capital Essential Asset Operating Partnership, L.P. (“GCEAR OP”) (together with GRECO and GCEAR, the “Company”) and Michael J. Escalante, an individual (the “Executive”).

PLEDGE AND SECURITY AGREEMENT (Equity Issuance Proceeds)
Pledge and Security Agreement • February 2nd, 2012 • Griffin Capital Net Lease REIT, Inc. • Real estate investment trusts • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of January 31, 2012 and is made by GRIFFIN CAPITAL NET LEASE REIT, INC., a Maryland corporation having an address at 2121 Rosecrans, Ste. 3321, El Segundo, California 90245, (“Pledgor”) and KEYBANK NATIONAL ASSOCIATION, a national banking association having a principal place of business at 225 Franklin Street, 18th Floor, Boston, Massachusetts 02110, as agent (in such capacity, “Agent”) for itself and any other lenders who become Lenders under the Credit Agreement (as hereinafter defined) (collectively referred to as “Lenders” and each individually referred to as a “Lender”).

GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC. FORM OF RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • March 15th, 2017 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Maryland

This RESTRICTED SHARE AWARD AGREEMENT (the “Award”) is made and entered into as of the __ day of _______, 20__, by and between Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “Company”), and ______________ (the “Participant”).

GUARANTY
Guaranty • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is executed as of August 27, 2010, by THE GC NET LEASE REIT OPERATING PARTNERSHIP, a Delaware limited partnership (“Guarantor”), for the benefit of BANK OF AMERICA, N.A. (SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION), AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-CIBC7 (“Lender”).

FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
Limited Partnership Agreement • December 20th, 2018 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Delaware

Griffin Capital Essential Asset Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 29, 2008. This Fourth Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of December 14, 2018 among Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “General Partner”) and the Additional Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT
And Construction Management Agreement • December 10th, 2009 • Gc Net Lease Reit, Inc. • Real estate investment trusts • California

This Master Property Management, Leasing and Construction Management Agreement (“Agreement”) is made and entered into as of the 6th day of November, 2009, by and among The GC Net Lease REIT, Inc., a Maryland corporation (“The GC Net Lease REIT”), The GC Net Lease REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and The GC Net Lease REIT Property Management, LLC, a Delaware limited liability company (“Manager”).

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CONTRIBUTION AGREEMENT EMPORIA PROPERTY
Contribution Agreement • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 27, 2010 by and among The GC Net Lease REIT Operating Partnership, L.P. (the “Operating Partnership”), Emporia Acquisitions, LLC, Kevin A. Shields, Don G. Pescara, and David C. Rupert (each, a “Contributor” and, collectively, the “Contributors”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • February 2nd, 2012 • Griffin Capital Net Lease REIT, Inc. • Real estate investment trusts • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this 31 day of January, 2012, by and between THE GC NET LEASE (REDMOND) MEMBER, LLC, a Delaware limited liability company (“Pledgor”), having an address at 2121 Rosecrans, Ste. 3321, El Segundo, California 90245, and KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the lenders party thereto from time to time (the “Lenders”) under that certain Mezzanine Credit Agreement dated as of even date herewith by and among Pledgor, the Administrative Agent and Lenders (the “Credit Agreement”); and

and Construction Management Agreement
And Construction Management Agreement • March 15th, 2019 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • California

This Master Property Management, Leasing and Construction Management Agreement (“Agreement”) is made and entered into as of the 17th day of March, 2015, by and among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “REIT”), Griffin Capital Essential Asset Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), and Griffin Capital Essential Asset Property Management II, LLC, a Delaware limited liability company (“Manager”).

GUARANTY AGREEMENT
Guaranty Agreement • October 5th, 2017 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of September 29, 2017, by GRIFFIN CAPITAL ESSENTIAL ASSET REIT INC., a Maryland corporation, having an address at c/o Griffin Capital Company, LLC, 1520 E. Grand Avenue, El Segundo, CA 90245, Attention: Javier Bitar (whether one or more, together with its permitted successors and assigns, collectively referred to as “Guarantor”), for the benefit of BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (together with its successors and assigns, “Lender”).

LEASE by and between EMPORIA PARTNERS, LLC a Delaware limited liability company, as LESSOR AND HOPKINS ENTERPRISES, INC., a Delaware corporation as LESSEE January 3, 2001
Lease • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts

LEASE (this “Lease”) is dated as of the 3rd day of January, 2001 (the “Effective Date”), and is between Emporia Partners, LLC, a Delaware limited liability company (“Lessor”), having an address at 3421 Manhattan Avenue, Manhattan Beach, CA 90266 and Hopkins Enterprises, Inc., a Delaware corporation (“Lessee”), having its principal office at 428 Peyton Street, Emporia, Kansas, 66801.

NOTE AND DEED OF TRUST ASSUMPTION AGREEMENT (JPMCC 2006-LDP6; Loan No. 030256201)
Assumption Agreement • May 16th, 2011 • Gc Net Lease Reit, Inc. • Real estate investment trusts

As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows:

ADMINISTRATIVE SERVICES AGREEMENT by and among Griffin Capital Company, LLC Griffin Capital, LLC, Griffin Capital Essential Asset REIT, Inc., Griffin Capital Essential Asset Operating Partnership, L.P., Griffin Capital Essential Asset TRS, Inc. and...
Administrative Services Agreement • March 15th, 2019 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • California

This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of December 14, 2018 and effective on January 1, 2019 (the “Effective Date”), is by and among Griffin Capital Company, LLC, a Delaware limited liability company (“GCC”), and Griffin Capital, LLC, a Delaware limited liability company (“GC LLC” and, together with GCC, the “Griffin Entities” and each a “Griffin Entity”), on the one hand, and Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “REIT”), Griffin Capital Essential Asset Operating Partnership, L.P., a Delaware limited partnership (the “OP”), Griffin Capital Essential Asset TRS, Inc., a Delaware corporation (the “TRS”), and Griffin Capital Real Estate Company, LLC, a Delaware limited liability company (“GRECO” and, together with the REIT, the OP and the TRS, the “Company” and each a “Company Party”), on the other hand. The Griffin Entities and the Company shall be collectively referred to herein as the “Parties,” and each individually a “Par

Contract
Agreement and Plan of Merger • December 20th, 2018 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts
GUARANTY AGREEMENT
Guaranty Agreement • February 2nd, 2012 • Griffin Capital Net Lease REIT, Inc. • Real estate investment trusts • New York

This GUARANTY AGREEMENT dated as of January 31, 2012, executed and delivered by each of the undersigned, whether one or more, (“Guarantor”), in favor of (a) KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Mezzanine Credit Agreement dated as of even date herewith by and among THE GC NET LEASE (REDMOND) MEMBER, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b) the Lenders.

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 22nd, 2012 • Griffin Capital Net Lease REIT, Inc. • Real estate investment trusts

This Second Amendment to Lease Agreement (this “Second Amendment”) is entered into as of November 10th, 2010 (the “Effective Date”) by and between CRANWOODS-WST, LTD., a Pennsylvania limited partnership (the “Landlord”) and WESTINGHOUSE ELECTRIC COMPANY, a Delaware limited liability company (the “Tenant”).

FIRST AMENDMENT TO AMENDED AND RESTATED LEASE
Lease • June 9th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (this “First Amendment”), made and entered into as of the 4th day of June, 2010 (“Effective Date”), by and between WILL PARTNERS REIT, LLC, a Delaware limited liability company (“Lessor”), and WORLD KITCHEN, LLC a Delaware limited liability company (“Lessee”).

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • August 19th, 2009 • Gc Net Lease Reit, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”), made and entered into as of the 29 day of January 2009, by and between RENFRO PROPERTIES, LLC, a California limited liability company (“Lessor”) and RENFRO CORPORATION, a North Carolina corporation (“Lessee”).

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