Cole Office & Industrial REIT (CCIT III), Inc. Sample Contracts

CREDIT AGREEMENT Dated as of September 23, 2016 among COLE CORPORATE INCOME OPERATING PARTNERSHIP III, LP, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and L/C Issuer, and THE OTHER LENDERS PARTY HERETO Arranged By: JPMORGAN...
Credit Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT ("Agreement") is entered into, as of September 23, 2016, among Cole Corporate Income Operating Partnership III, LP, a Delaware limited partnership (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer.

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ADVISORY AGREEMENT
Advisory Agreement • November 10th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona

This ADVISORY AGREEMENT (this “Agreement”) is entered into on this 22nd day of September, 2016, by and between COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), and COLE CORPORATE INCOME ADVISORS III, LLC, a Delaware limited liability company.

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ESCROW AGREEMENT
Escrow Agreement • November 10th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona

COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock, including Class A common stock and Class T common stock (collectively, the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) the Company has received subscriptions for at least $2,500,000 in shares of Stock in the Offering (the “Required Capital”); (ii) in the case of subscriptions received from residents of Washington (“Washington Subscribers”), the

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COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. Up to $3,500,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT September 22, 2016
Dealer Manager Agreement • November 10th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona

Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (the “Company”), is registering for a public sale a maximum of $3,500,000,000 in shares (collectively, the “Shares” or the “Stock”) of its common stock, $0.01 par value per share (the “Offering”) consisting of (a) up to $2,500,000,000 in shares of common stock in the primary offering in any combination of the following two classes of common stock: Class A common stock, $0.01 par value per share (“Class A Shares”), and Class T common stock, $0.01 par value per share (“Class T Shares”), at an initial price of $10.00 per share and $9.57 per share, respectively (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), and (b) up to $1,000,000,000 in Shares pursuant to the Company’s distribution reinvestment plan at a purchase price during the Offering equal to the per share primary offering price net of selling commissions and dealer manager fees,

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Agreement of Limited Partnership of Cole Corporate Income Operating Partnership III, LP September 22, 2016
Cole Office & Industrial REIT (CCIT III), Inc. • November 10th, 2016 • Real estate investment trusts • Delaware

This Agreement of Limited Partnership (this “Agreement”) is entered into effective as of the 22nd day of September, 2016, by and among Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation, CRI CCIT III, LLC, a Delaware limited liability company (the “Original Limited Partner”), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A hereto, as amended from time to time, with respect to Cole Corporate Income Operating Partnership III, LP, a limited partnership formed under the laws of the State of Delaware (whether treated as a partnership or disregarded entity for federal income tax purposes, the “Partnership”), pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on May 21, 2014.

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 26th, 2017 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Wisconsin

This Purchase and Sale Agreement (this “Agreement”) is entered into effective as of October 3, 2017 (the “Effective Date”), by TI INVESTORS OF COLUMBUS LLC, a Wisconsin limited liability company, as Seller (“Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company, as Buyer (“Buyer”).

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COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. Up to 142,105,263 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Selected Dealer Agreement • August 4th, 2014 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona
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COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. Up to $3,500,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Cole Office & Industrial REIT (CCIT III), Inc. • September 8th, 2016 • Real estate investment trusts • Arizona
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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 14th, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Maryland

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of --_____________, 2020 (the “Effective Date”), by and between Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (the “Company”), and _______________ (“Indemnitee”).

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FIRST AMENDMENT TO THE ADVISORY AGREEMENT BY AND BETWEEN COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. AND COLE CORPORATE INCOME ADVISORS III, LLC
Advisory Agreement • August 11th, 2017 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts

This FIRST AMENDMENT of the ADVISORY AGREEMENT (this “Amendment”) is made as of June 23, 2017 by and between COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), and COLE CORPORATE INCOME ADVISORS III, LLC, a Delaware limited liability company (the “Advisor”). This Amendment amends that certain Advisory Agreement, dated as of September 22, 2016, by and between the Company and the Advisor (the “Advisory Agreement”). All capitalized terms not defined herein shall have the meanings given to each in the Advisory Agreement.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG CIM REAL ESTATE FINANCE TRUST, INC., THOR III MERGER SUB, LLC, AND COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. DATED AS OF AUGUST 30, 2020
Agreement and Plan of Merger • August 31st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of August 30, 2020 (this “Agreement”), is entered into by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), Thor III Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), and Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (“CCIT III”). Each of CMFT, Merger Sub and CCIT III is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG CIM REAL ESTATE FINANCE TRUST, INC., THOR V MERGER SUB, LLC, AND COLE CREDIT PROPERTY TRUST V, INC. DATED AS OF AUGUST 30, 2020
Agreement and Plan of Merger • August 31st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of August 30, 2020 (this “Agreement”), is entered into by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), Thor V Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), and Cole Credit Property Trust V, Inc., a Maryland corporation (“CCPT V”). Each of CMFT, Merger Sub and CCPT V is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

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THIRD AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts

This Third Amendment to Purchase Agreement (the "Amendment"), dated as of July 20, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).

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Cole Corporate Income Operating Partnership III, LP
Cole Office & Industrial REIT (CCIT III), Inc. • September 29th, 2017 • Real estate investment trusts

RE: Credit Agreement dated as of September 23, 2016 (the "Credit Agreement") among Cole Corporate Income Operating Partnership III, LP, as Borrower (the "Borrower"), and JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and KeyBank National Association, as a Lender

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FIRST AMENDMENT TO PURCHASE AGREEMENT
To Purchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts

This First Amendment to Purchase Agreement (the "Amendment"), dated as of July 15, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).

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FIRST MODIFICATION AGREEMENT
First Modification Agreement • September 26th, 2019 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • New York

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent and the Lenders agree as follows:

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SECOND MODIFICATION AGREEMENT
Second Modification Agreement • September 21st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • New York

This Second Modification Agreement (this “Agreement”) is made as of September 17, 2020 (the “Effective Date”), by and among COLE CORPORATE INCOME OPERATING PARTNERSHIP III, LP, a Delaware limited partnership (the “Borrower”), the lenders (each a “Lender,” and, collectively, the “Lenders”) from time to time party to the Credit Agreement (as defined below), and JPMORGAN CHASE BANK, N.A., a national banking association, as the Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as L/C Issuer.

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SECOND AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts

This Second Amendment to Purchase Agreement (the "Amendment"), dated as of July 19, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).

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ASSIGNMENT OF PURCHASE AGREEMENT VEREIT ACQUISITIONS, LLC, a Delaware limited liability company, as Assignor and VEREIT OFC MILFORD OH, LLC, a Delaware limited liability company, as Assignee
Assignment of Purchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts

Assignor, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby assign all of its right, title and interest in, to and under that certain Purchase Agreement (the “Purchase Agreement”) described herein, including, without limitation, Assignor’s right, title and interest in and to the previously made Earnest Money Deposit, to Assignee and its successors and assigns. The Purchase Agreement is described as follows:

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 4th, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts

This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment No. 1”), dated as of November 3, 2020, is entered into by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), Thor III Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), and Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (“CCIT III”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

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PURCHASE AGREEMENT
Purchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Ohio

This Agreement (the "Agreement"), dated as of June 27, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).

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FIRST MODIFICATION AGREEMENT
First Modification Agreement • March 28th, 2017 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts

THIS FIRST MODIFICATION AGREEMENT (this “Agreement” is entered into as of March 28, 2017 by and between VEREIT OPERATING PARTNERSHIP, L.P. (“Lender”) and COLE CORPORATE INCOME OPERATING PARTNERSHIP III, LP (“Borrower”).

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Cole Office & Industrial REIT (CCIT III), Inc. Phoenix, Arizona 85016
Cole Office & Industrial REIT (CCIT III), Inc. • August 31st, 2020 • Real estate investment trusts • Arizona

This letter agreement sets forth certain agreements and understandings that each of Cole Corporate Income Management III, LLC (the “Advisor”) and Cole Office and Industrial REIT (CCIT III), Inc. (the “Company”) has agreed to undertake in connection with the Company’s proposed business combination (the “Merger”) with CIM Real Estate Finance Trust, Inc. (“CMFT”) and Thor III Merger Sub, LLC pursuant to the Agreement and Plan of Merger among them dated as of the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Advisory Agreement, dated as of September 22, 2016 (the “Advisory Agreement”), by and between the Company and the Advisor, as amended.

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