0001193125-16-606118 Sample Contracts

FORM OF ADVISORY AGREEMENT
Advisory Agreement • May 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona

This ADVISORY AGREEMENT (this “Agreement”) is entered into on this [●]th day of [●], 2016, by and between COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), and COLE CORPORATE INCOME ADVISORS III, LLC, a Delaware limited liability company.

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FORM OF ESCROW AGREEMENT
Escrow Agreement • May 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona

COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock, including Class A common stock and Class T common stock (collectively, 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) the Company has received subscriptions for at least $2,500,000 in shares of Stock in the Offering (the “Required Capital”); (ii) in the case of subscriptions received from residents of Washington (“Washington Subscribers”), the

Form of Agreement of Limited Partnership of Cole Corporate Income Operating Partnership III, LP
Cole Office & Industrial REIT (CCIT III), Inc. • May 27th, 2016 • Real estate investment trusts • Delaware

This Agreement of Limited Partnership (this “Agreement”) is entered into effective as of the th day of , 2016, by and among Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation, CRI CCIT 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 Corporate Income Operating Partnership III, LP, a limited partnership formed under the laws of the State of Delaware (whether treated as a partnership or disregarded entity for federal income tax purposes, the “Partnership”), pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on , 201 .

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