0000950123-10-079615 Sample Contracts

FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 20th, 2010 • Cole Credit Property Trust III, Inc. • Real estate investment trusts • Arizona

This AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) is entered into on this the ___ day of ____________, 2010, by and between COLE CREDIT PROPERTY TRUST III, INC., a Maryland corporation (the “Company”), and COLE REIT ADVISORS III, LLC, a Delaware limited liability company (the “Advisor”).

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COLE CREDIT PROPERTY TRUST III, INC. Up to 275,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 20th, 2010 • Cole Credit Property Trust III, Inc. • Real estate investment trusts • Arizona

Cole Credit Property Trust III, Inc., a Maryland corporation (the “Company”), is registering for a public sale a maximum of 275,000,000 shares of its common stock, $0.01 par value per share (the “Offering”), of which amount 250,000,000 shares are to be offered to the public for $10.00 per share (collectively the “Shares” or the “Stock”) and an additional up to 25,000,000 shares are to be offered pursuant to the Company’s distribution reinvestment plan at $9.50 per share until such time as the Company’s board of directors determines a reasonable estimate of the value of our shares. Thereafter, the per share offering price under the Company’s distribution reinvestment plan will be the most recent estimated value per share as determined by the Company’s board of directors as described in the “Summary of Distribution Reinvestment Plan” section of the Prospectus (as defined below). The Company reserves the right to reallocate the Shares included in the Offering between those offered to the

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