0001193125-13-438316 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P.
Limited Partnership Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Delaware

Griffin Capital Essential Asset Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 29, 2008. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of November 5, 2013 between Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

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CREDIT AGREEMENT dated as of November 5, 2013 among THE GC NET LEASE (ATLANTA WINDY RIDGE) INVESTORS, LLC THE GC NET LEASE (ATLANTA WILDWOOD I) INVESTORS, LLC THE GC NET LEASE (ATLANTA WILDWOOD II) INVESTORS, LLC THE GC NET LEASE (MASON SIMPSON)...
Credit Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • New York
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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • New York

INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2013, among Griffin Capital Essential Asset Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Griffin Capital Essential Asset REIT, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the “Company”), Griffin Capital Essential Asset Advisor LLC, a Delaware limited liability company and the external advisor of the Company (the “Advisor”), and SPT Griffin Holdings, LLC, a Delaware limited liability company (the “Investor”).

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GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P. SERIES A CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED UNIT PURCHASE AGREEMENT
Preferred Unit Purchase Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • New York

THIS SERIES A CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 5th day of November, 2013, by and among Griffin Capital Essential Asset Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Griffin Capital Essential Asset REIT, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the “Company”), SPT Griffin Holdings, LLC, a Delaware limited liability company (the “Purchaser”), and Starwood Property Trust, Inc., a Maryland corporation (the “Parent”), solely for the purpose of Section 3 hereof.

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REINSTATEMENT AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts

THIS REINSTATEMENT AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into effective as of October 10, 2013 (the “Amendment Date”), by and among WELLS GOVERNOR’S POINTE 4241 IRWIN SIMPSON, LLC, a Delaware limited liability company (“Governor’s Pointe 4241”), WELLS GOVERNOR’S POINTE 8990 DUKE, LLC, a Delaware limited liability company (“Governor’s Pointe 8990”), WELLS REIT II - 11200 W. PARKLAND, LLC, a Delaware limited liability company (“11200 W. Parkland”), WELLS REIT II - 1200 MORRIS BUSINESS TRUST, a Pennsylvania business trust (“1200 Morris”), WELLS REIT II - 13655 RIVERPORT DRIVE, LLC, a Delaware limited liability company (“13655 Riverport”), WELLS REIT II - 15815 25TH AVENUE, LLC, a Delaware limited liability company (“Northpointe - 15815”), WELLS REIT II - 16201 25TH AVENUE, LLC, a Delaware limited liability company (“Northpointe - 16201”), WELLS REIT II - 4300 CENTREWAY PLACE, LP, a Delaware limited partnership (“4300 Centreway Place”), W

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AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P. ESTABLISHING SERIES A CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED UNITS OF LIMITED PARTNERSHIP INTEREST
Griffin Capital Essential Asset REIT, Inc. • November 12th, 2013 • Real estate investment trusts

In accordance with Section 4.2(a)(i) and Article 12 of the Second Amended and Restated Limited Partnership Agreement, effective as of November 5, 2013 (the “Partnership Agreement”), of Griffin Capital Essential Asset Operating Partnership, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to establish a series of 24,319,066 preferred units of limited partnership interest of the Partnership which shall be designated the “Series A Cumulative Redeemable Exchangeable Preferred Units” (the “Preferred Units”), having the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth below and which shall be issued to SPT Griffin Holdings, LLC (the “Purchaser”). Certain terms used herein are defined in Section 12 of Exhibit I hereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

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BOARD OBSERVER AND INDEMNIFICATION AGREEMENT
Board Observer and Indemnification Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Maryland

This Board Observer and Indemnification Agreement, dated as of the 5th day of November, 2013 (this “Agreement”), is made by and among Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “Company”), Warren DeHaan (the “Observer”), SPT Griffin Holdings, LLC (the “Investor”) and Starwood Property Trust, Inc. (the “Parent”).

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GUARANTY AGREEMENT
Guaranty Agreement • November 12th, 2013 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts

This unconditional guaranty (this “Guaranty”) is given as of this 5th day of November, 2013, pursuant to the terms and conditions of that certain Credit Agreement (hereinafter, the “Credit Agreement”) dated as of even date by and among THE GC NET LEASE (ATLANTA WINDY RIDGE) INVESTORS, LLC; THE GC NET LEASE (ATLANTA WILDWOOD I) INVESTORS, LLC; THE GC NET LEASE (ATLANTA WILDWOOD II) INVESTORS, LLC; THE GC NET LEASE (MASON SIMPSON) INVESTORS, LLC; THE GC NET LEASE (MASON DUKE) INVESTORS, LLC; THE GC NET LEASE (WESTERVILLE) INVESTORS, LLC; THE GC NET LEASE (DUBLIN) INVESTORS, LLC; THE GC NET LEASE (ARLINGTON CENTREWAY) INVESTORS, LLC; THE GC NET LEASE (IRVING) INVESTORS, LLC; THE GC NET LEASE (ALLEN PARK) INVESTORS, LLC; THE GC NET LEASE (EAST HANOVER) INVESTORS, LLC; THE GC NET LEASE (INDIANAPOLIS) INVESTORS, LLC; THE GC NET LEASE (MILWAUKEE) INVESTORS, LLC; THE GC NET LEASE (NASHVILLE CENTURY) INVESTORS, LLC; THE GC NET LEASE (WAYNE) INVESTORS, LLC; THE GC NET LEASE (LYNNWOOD I) INVESTOR

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