0001193125-17-376587 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2017, by and between Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”) and Nuveen Securities, LLC (the “Dealer Manager”).

ADVISORY AGREEMENT AMONG NUVEEN GLOBAL CITIES REIT, INC., NUVEEN GLOBAL CITIES REIT OP, LP, AND TH REAL ESTATE GLOBAL CITIES ADVISORS, LLC
Advisory Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 8th day of December, 2017 (the “Effective Date”), is by and among Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”), Nuveen Global Cities REIT OP, LP, a Delaware limited partnership (the “Operating Partnership”), and TH Real Estate Global Cities Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

FORM OF PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

Nuveen Securities, LLC, as the dealer manager (“Dealer Manager”) for Nuveen Global Cities REIT, Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

VALUATION SERVICES AGREEMENT
Valuation Services Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This VALUATION SERVICES AGREEMENT (“Agreement”) is made by and between RERC, LLC, a Situs Company, an Iowa Limited Liability Company (“RERC”) and the Nuveen Global Cities REIT, Inc., a Maryland Corporation (“Client”).

PURCHASE AND SALE AGREEMENT dated as of December 1, 2017 made by and between THE REALTY ASSOCIATES FUND X, L.P. as Seller and NR 844 NORTH LLC, as Purchaser
Purchase and Sale Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Arizona

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated and made as of the 1st day of December, 2017 (the “Effective Date”) by and between NR 844 NORTH LLC, a Delaware limited liability company, with an office at c/o Teachers Insurance and Annuity Association of America, 730 Third Avenue, New York, New York 10017 (“Purchaser”), as seller, and THE REALTY ASSOCIATES FUND X, L.P., a Delaware limited partnership, with an office at 28 State Street, 10th Floor, Boston, Massachusetts 02109 (“Purchaser”), as purchaser.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Arizona

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated and made as of December , 2017, by and between THE REALTY ASSOCIATES FUND X, L.P., a Delaware limited partnership, with an office at 28 State Street, 10th Floor, Boston, Massachusetts 02109 (“Seller”), and NR 844 NORTH LLC, a Delaware limited liability company, with an office at c/o Teacher’s Insurance and Annuity Association of America, 730 Third Avenue, New York, New York 10017 (“Purchaser”).

REAL ESTATE SALE AGREEMENT by and between MFREVF-KIRKLAND CROSSING, LLC, as Seller and THRE GLOBAL INVESTMENTS LLC, as Purchaser for The Apartments at Kirkland Crossing November 21, 2017
Real Estate Sale Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Illinois

THIS REAL ESTATE SALE AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2017 (the “Effective Date”), by and between MFREVF-KIRKLAND CROSSING, LLC, a Delaware limited liability company (“Seller”), and THRE GLOBAL INVESTMENTS LLC, a Delaware limited liability company (“Purchaser”).

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