0000950144-08-007543 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • October 9th, 2008 • Cole Credit Property Trust III, Inc. • Real estate investment trusts • Arizona

This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the 8th day of October, 2008, 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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ESCROW AGREEMENT
Escrow Agreement • October 9th, 2008 • Cole Credit Property Trust III, Inc. • Real estate investment trusts • Arizona

COLE CREDIT PROPERTY TRUST III, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (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) in the case of subscriptions received from all nonaffiliates of the Company, the Company has received subscriptions for Stock resulting in a total of 250,000 shares ($2,375,000) of common stock sold in the offering (the “Required Capital”); and (ii) in the case of subscriptions received from residents of Pen

PROPERTY MANAGEMENT AND LEASING AGREEMENT
Property Management and Leasing Agreement • October 9th, 2008 • Cole Credit Property Trust III, Inc. • Real estate investment trusts • Arizona

This PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Management Agreement”) is made and entered into as of the 8th day of October, 2008, by and among COLE CREDIT PROPERTY TRUST III, INC., a Maryland corporation (“CCPT III”), COLE REIT III OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“CCPT III OP”), and COLE REALTY ADVISORS, INC., an Arizona corporation (the “Manager”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLE REIT III OPERATING PARTNERSHIP, LP May 6, 2008
Cole Credit Property Trust III, Inc. • October 9th, 2008 • Real estate investment trusts • Delaware

This Agreement of Limited Partnership is entered into effective as of the 6th day of May, 2008, by and among Cole Credit Property Trust III, Inc., a Maryland corporation, Cole REIT Advisors 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 REIT III Operating Partnership, LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”), pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware effective as of the date hereof.

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