0001047469-12-001444 Sample Contracts

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • February 24th, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts

This First Amendment to the Second Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of the 24th day of February, 2012, by and among Clarion Partners Property Trust Inc. (the “Company”), CPT Real Estate LP (the “Operating Partnership”) and CPT Advisors LLC (the “Advisor” and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).

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FIRST AMENDMENT TO AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • February 24th, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts

This First Amendment to the Amended and Restated Escrow Agreement (the “Amendment”) is made and entered into as of the 3rd day of February, 2012, by and among Clarion Partners Property Trust Inc. (the “Company”), ING Investments Distributor, LLC (the “Dealer Manager”) and BNY Mellon Investment Servicing (US) Inc., as escrow agent (the “Escrow Agent” and collectively, the “Parties”).

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