0001193125-13-055426 Sample Contracts

FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP Dated as of [ ], 2013
Cole Real Estate Income Strategy (Daily Nav), Inc. • February 13th, 2013 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [ ], 2013, is entered into by and among Cole Real Estate Income Strategy (Daily NAV), Inc., a Maryland corporation (the “Company”), as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

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FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • February 13th, 2013 • Cole Real Estate Income Strategy (Daily Nav), Inc. • Real estate investment trusts • Arizona

This AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) is entered into on this the day of , 2013, by and among COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC., a Maryland corporation (the “Company”), COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Operating Partnership”) and COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).

FIRST AMENDMENT TO THE ADVISORY AGREEMENT BY AND AMONG COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC., COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP AND COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) ADVISORS, LLC
Advisory Agreement • February 13th, 2013 • Cole Real Estate Income Strategy (Daily Nav), Inc. • Real estate investment trusts

This FIRST AMENDMENT of the ADVISORY AGREEMENT (this “Amendment”) is made as of February 8, 2013 by and among COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC., a Maryland corporation (the “Company”), COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Operating Partnership”), and COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) ADVISORS, LLC, a Delaware limited liability company (the “Advisor”). This Amendment amends that certain Advisory Agreement, dated as of September 28, 2011, by and among the Company, the Operating Partnership and the Advisor (the “Advisory Agreement”). All capitalized terms not defined herein shall have the meanings given to each in the Advisory Agreement.

COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC. Up to $4,000,000,000 in W Shares, A Shares and I Shares of Common Stock FORM OF AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 13th, 2013 • Cole Real Estate Income Strategy (Daily Nav), Inc. • Real estate investment trusts • Arizona
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