Common use of Authority; Approval Required Clause in Contracts

Authority; Approval Required. (a) Each of the CMR Parties has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties and the consummation by them of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicable, and no other proceedings on the part of any of the CMR Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware Secretary. (b) This Agreement has been duly executed and delivered by the CMR Parties and, assuming due authorization, execution and delivery by the CCI Parties, constitutes a legally valid and binding obligation of the CMR Parties, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR Special Committee, the CMR Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of CMR, (ii) authorized and approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended the approval of the Merger by the CMR stockholders (the recommendation in this clause (iv), the “CMR Board Recommendation”).

Authority; Approval Required. (a) Each of the CMR CMOF Parties has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by the CMR CMOF Parties and the consummation by them of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate corporate, limited liability company or partnership actions, as applicable, and no other proceedings on the part of any of the CMR CMOF Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware Secretary. (b) This Agreement has been duly executed and delivered by the CMR CMOF Parties and, assuming due authorization, execution and delivery by the CCI Parties, constitutes a legally valid and binding obligation of the CMR CMOF Parties, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR CMOF Special Committee, the CMR CMOF Board (including a majority of directors not otherwise interested in the MergerMergers) has adopted resolutions (i) determined declaring that this Agreement, the Merger Mergers and the other transactions contemplated by this Agreement are advisable and in the best interests of CMRCMOF, its stockholders and the limited partners of CMOF OP, (ii) authorized authorizing and approved approving this Agreement, the Merger Mergers and the other transactions contemplated by this Agreement, (iii) directed directing that the Company Merger be submitted for consideration at the CMR CMOF Stockholders Meeting Meeting, and (iv) recommended recommending the approval of the Company Merger by the CMR stockholders holders of CMOF Common Stock (the recommendation in this clause (iv), the “CMR CMOF Board Recommendation”). (d) The Stockholder Approval is the only vote or consent of the holders of any class of securities of CMOF or any CMOF Subsidiary necessary to approve the Mergers and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR Company Parties has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApproval in the case of the Company, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by the CMR Company Parties and the consummation by them the Company Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate or other action or proceedings on the part of the Company Parties (including Holdings in its capacity as the general partner of the Partnership or the Company as a limited partner of the Partnership) or any of the CMR Parties their Subsidiaries are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject (i) with respect to the Company Merger, to receipt of the Stockholder Approval, the filing of the Company Articles of Merger with, and acceptance for record of such the Company Articles of Merger by, the SDAT and the filing of the Company Certificate of Merger with the DE SOS and (ii) with respect to the Partnership Merger, the filing of the Partnership Articles of Merger with, and acceptance for record of such Certificate the Partnership Articles of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Company Parties and, assuming due authorization, execution and delivery by the CCI Parent Parties, constitutes a legally valid and binding obligation of the CMR Company Parties, enforceable against them the Company Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR Special Committee, the CMR The Company Board (including a majority of directors not otherwise interested in the Merger) has duly and unanimously adopted resolutions (i) determined declaring that the terms of this Agreement, the Merger Mergers and the other transactions contemplated by this Agreement are advisable and in the best interests of CMR, (ii) authorized and approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended the approval interest of the Merger by the CMR stockholders (the recommendation in this clause (iv), the “CMR Board Recommendation”).Company and its stockholders,

Authority; Approval Required. (a) Each of the CMR REIT III Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the REIT III Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR REIT III Parties and the consummation by them the REIT III Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR REIT III Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the REIT Merger, to receipt of the REIT III Stockholder Approval, the filing of Articles of Amendment relating to the REIT III Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT III Parties, and assuming due authorization, execution and delivery by the CCI REIT II Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT III Parties enforceable against them the REIT III Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT III Special Committee, the CMR REIT III Board (including a majority of directors not otherwise interested in the MergerMergers) has (i) determined that the terms of this Agreement, the Merger Mergers, the REIT III Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRREIT III and that this Agreement, the Mergers and the other transactions contemplated by this Agreement are fair and reasonable to REIT III and are on terms and conditions no less favorable to REIT III than those available from unaffiliated third parties, (ii) authorized and approved this Agreement, the Merger Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger and the REIT III Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT III Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include in the REIT III Proxy Statement the recommendation of the REIT III Board to holders of REIT III Common Stock to vote in favor of approval of the REIT Merger by and the CMR stockholders REIT III Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR REIT III Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The REIT III Stockholder Approval is the only vote of the holders of securities of REIT III or REIT III Operating Partnership required to approve the Mergers, except for the action of the general partner of REIT III OP, which has been taken.

Authority; Approval Required. (a) Each of the CMR Parties SOR II has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties SOR II and the consummation by them SOR II of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicable, action and no other corporate proceedings on the part of any of the CMR Parties SOR II are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the SOR II Charter Amendment with, and acceptance for record of such Articles of Amendment by, the SDAT and the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andSOR II, and assuming due authorization, execution and delivery by the CCI SOR Parties, constitutes a legally valid and binding obligation of the CMR PartiesSOR II, enforceable against them SOR II in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR SOR II Special Committee, the CMR SOR II Board (including a majority of directors and independent directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger, the Termination Agreement, the SOR II Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interest of SOR II and that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable fair and in the best interests of CMRreasonable to SOR II and on terms and conditions no less favorable to SOR II than those available from unaffiliated third parties, and (ii) approved and authorized and approved this Agreement, the Merger Merger, the Termination Agreement and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the SOR II Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of SOR II Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include in the Proxy Statement the SOR II Board recommendation to holders of SOR II Common Stock to vote in favor of approval of the Merger by and the CMR stockholders SOR II Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR SOR II Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of SOR II or the SOR II Operating Partnership required to approve the Merger, the SOR II Charter Amendment and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR STAR III Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by each of the CMR STAR III Parties and the consummation by them the STAR III Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR STAR III Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the STAR III Charter Amendment with and acceptance for record of such Articles of Amendment by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andSTAR III Parties, and assuming due authorization, execution and delivery by the CCI STAR Parties, constitutes a legally valid and binding obligation of the CMR Parties, STAR III Parties enforceable against them the STAR III Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR STAR III Special Committee, the CMR STAR III Board (including a majority of directors and independent directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger Merger, the STAR III Charter Amendment, the STAR III Operating Partnership Agreement Amendment, the Amended and Restated STAR Advisory Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRSTAR III and, (ii) authorized and approved with respect to this Agreement, the Merger Termination Agreement, the STAR III Operating Partnership Agreement Amendment and the Merger, are fair and reasonable to STAR III and, on terms and conditions no less favorable to STAR III than those available from unaffiliated third parties, and (ii) approved, authorized and adopted this Agreement, the Merger, the STAR III Charter Amendment, the STAR III Operating Partnership Agreement Amendment, the Amended and Restated STAR Advisory Agreement and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the STAR III Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of STAR III Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include in the Proxy Statement the STAR III Board recommendation to holders of STAR III Common Stock to vote in favor of approval of the Merger by and the CMR stockholders STAR III Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR STAR III Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of STAR III or the STAR III Operating Partnership required to approve the Merger, the STAR III Charter Amendment and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR REIT I Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApprovals, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR REIT I Parties and the consummation by them the REIT I Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR REIT I Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the REIT Merger, to receipt of the applicable Stockholder Approval, to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT SDAT, and to the filing of the REIT I Certificate of Merger with the DE SOS, (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with the DE SOS and (iii) with respect to the Charter Amendment, to receipt of the applicable Stockholder Approval and to the filing of Articles of Amendment with, and acceptance for record of such Certificate Articles of Merger Amendment by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT I Parties, and assuming due authorization, execution and delivery by the CCI REIT II Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT I Parties enforceable against them the REIT I Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT I Special Committee, the CMR REIT I Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Charter Amendment, the Mergers, the Merger Consideration and the other transactions contemplated by this Agreement are advisable fair and reasonable and in the best interests of CMRREIT I and the holders of REIT I Common Stock and REIT I OP Units (other than the holder of the REIT I Special Partnership Units), (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, the Merger Charter Amendment and the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger and the Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT I Common Stock and (iv) recommended the that holders of REIT I Common Stock vote in favor of approval of the Charter Amendment and the REIT Merger by the CMR stockholders (the recommendation in this clause (iv)such recommendation, the “CMR REIT I Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approvals are the only vote of the holders of securities of REIT I or the REIT I Operating Partnership required to approve the Charter Amendment and the Mergers.

Authority; Approval Required. (a) Each of the CMR Parties REIT I has the requisite corporate power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApprovals, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties REIT I and the consummation by them REIT I of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other proceedings corporate proceeding on the part of any of the CMR Parties are REIT I is necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the Merger, to receipt of the applicable Stockholder ApprovalApprovals, to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT in accordance with the MGCL, and the filing of the Certificate of Merger with, and acceptance for record of such the Certificate of Merger by, the Delaware SecretaryDE SOS in accordance with the DLLCA and (ii) with respect to the REIT I Charter Amendment, to receipt of the applicable Stockholder Approvals and to the filing of Articles of Amendment with, and acceptance for record of Articles of Amendment by, the SDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT I, and assuming due authorization, execution and delivery by the CCI REIT II Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT I enforceable against them REIT I in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT I Special Committee, the CMR REIT I Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the REIT I Charter Amendment, the Merger and the other transactions contemplated by this Agreement are advisable fair and reasonable and in the best interests of CMRREIT I and the holders of REIT I Common Stock, (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, the REIT I Charter Amendment and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the REIT I Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT I Common Stock and (iv) recommended the that holders of REIT I Common Stock vote in favor of approval of the REIT I Charter Amendment and the Merger by (such recommendation, the CMR stockholders (the recommendation in this clause (iv"REIT I Board Recommendation"), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the “CMR Board Recommendation”)date hereof by Section 7.3. (d) The Stockholder Approvals are the only vote of the holders of securities of REIT I required to approve the REIT I Charter Amendment and the Merger.

Authority; Approval Required. (a) Each of the CMR REIT II Parties has the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, and to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR REIT II Parties and the consummation by them the REIT II Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate, limited liability company or limited partnership proceedings on the part of any of the CMR REIT II Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to receipt of the Stockholder ApprovalREIT Merger, to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT II Parties, and assuming due authorization, execution and delivery by the CCI REIT I Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT II Parties enforceable against them the REIT II Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT II Special Committee, the CMR REIT II Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger Mergers and the other transactions contemplated by this Agreement are advisable fair to and in the best interests of CMRthe holders of REIT II Common Stock and REIT II OP Units (other than the holder of the REIT II Special Partnership Interests), (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, Agreement and the Merger consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT II Common Stock and (iv) recommended that the holders of REIT II Common Stock vote in favor of approval of the REIT Merger by the CMR stockholders (the recommendation in this clause (iv)such recommendation, the “CMR REIT II Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) REIT II, as the sole member of Merger Sub, has approved this Agreement and the REIT Merger.

Authority; Approval Required. (a) Each of the CMR Parties CCPT V has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties CCPT V and the consummation by them CCPT V of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate proceedings on the part of any of the CMR Parties CCPT V are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties CCPT V and, assuming due authorization, execution and delivery by the CCI PartiesCMFT and Merger Sub, constitutes a legally valid and binding obligation of the CMR PartiesCCPT V, enforceable against them CCPT V in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR CCPT V Special Committee, the CMR CCPT V Board (including a majority of directors “Independent Directors” (as such term is defined in the CCPT V Charter)) not otherwise interested in the Merger) Merger has (i) determined that the terms of this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRCCPT V and, with respect to this Agreement and the Merger, are fair and reasonable to CCPT V, and on terms and conditions no less favorable to CCPT V than those available from unaffiliated third parties, (ii) approved and authorized and approved this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of CCPT V Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include the CCPT V Board recommendation to holders of CCPT V Common Stock to vote in favor of approval of the Merger by and the CMR stockholders Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR CCPT V Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of CCPT V or the CCPT V Operating Partnership required to approve the Merger, the Charter Amendment and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR Parties CCIT III has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties CCIT III and the consummation by them CCIT III of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate proceedings on the part of any of the CMR Parties CCIT III are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties CCIT III and, assuming due authorization, execution and delivery by the CCI PartiesCMFT and Merger Sub, constitutes a legally valid and binding obligation of the CMR PartiesCCIT III, enforceable against them CCIT III in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR CCIT III Special Committee, the CMR CCIT III Board (including a majority of directors “Independent Directors” (as such term is defined in the CCIT III Charter)) not otherwise interested in the Merger) Merger has (i) determined that the terms of this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRCCIT III and, with respect to this Agreement and the Merger, are fair and reasonable to CCIT III, and on terms and conditions no less favorable to CCIT III than those available from unaffiliated third parties, (ii) approved and authorized and approved this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of CCIT III Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include the CCIT III Board recommendation to holders of CCIT III Common Stock to vote in favor of approval of the Merger by and the CMR stockholders Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR CCIT III Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of CCIT III or the CCIT III Operating Partnership required to approve the Merger, the Charter Amendment and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR REIT I Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the REIT I Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR REIT I Parties and the consummation by them the REIT I Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR REIT I Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the REIT Merger, to receipt of the REIT I Stockholder Approval, Approval and to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT I Parties, and assuming due authorization, execution and delivery by the CCI REIT II Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT I Parties enforceable against them the REIT I Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT I Special Committee, the CMR REIT I Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Mergers, the Merger Consideration and the other transactions contemplated by this Agreement are advisable fair to and in the best interests of CMRthe holders of REIT I Common Stock and REIT I OP Units, (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, Agreement and the Merger consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT I Common Stock and (iv) recommended that the holders of REIT I Common Stock vote in favor of approval of the REIT Merger by the CMR stockholders (the recommendation in this clause (iv)such recommendation, the “CMR REIT I Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. 23 (d) The REIT I Stockholder Approval is the only vote of the holders of securities of REIT I or REIT I Operating Partnership required to approve the Mergers.

Authority; Approval Required. (a) Each of the CMR Parties SST IV has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApprovals, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties SST IV and the consummation by them SST IV of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate proceedings on the part of any of the CMR Parties are SST IV is necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject with respect to the Merger and the Charter Amendment, to receipt of the Stockholder Approval, Approvals and to the filing of the Articles of Merger and Articles of Amendment relating to the Charter Amendment with, and acceptance for record of the Articles of Merger and such Articles of Merger Amendment by, the SDAT in accordance with the MGCL and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretaryMLLCA. (b) This Agreement has been duly executed and delivered by the CMR Parties SST IV and, assuming due authorization, execution and delivery by the CCI SmartStop Parties, constitutes a legally valid and binding obligation of the CMR PartiesSST IV, enforceable against them SST IV in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR SST IV Special Committee, the CMR SST IV Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger, the Merger Consideration and the other transactions contemplated by this Agreement are advisable fair and reasonable and in the best interests of CMRSST IV and the holders of SST IV Common Stock, (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of SST IV Common Stock and (iv) recommended the that holders of SST IV Common Stock vote in favor of approval of the Merger by the CMR stockholders (the recommendation in this clause (iv)such recommendation, the “CMR SST IV Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approvals are the only vote of the holders of securities of SST IV required to approve the Merger, the Charter Amendment and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR Parties Terra BDC has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApprovals, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties Terra BDC and the consummation by them Terra BDC of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate proceedings on the part of any of the CMR Parties Terra BDC are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the Merger, to receipt of the applicable Stockholder Approval, to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT SDAT, and to the filing of the Certificate of Merger with the DE SOS, and (ii) with respect to the Terra BDC Charter Amendment, to receipt of the Stockholder Approvals and to the filing of Articles of Amendment with, and acceptance for record of such Certificate Articles of Merger by, Amendment by the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andTerra BDC, and assuming due authorization, execution and delivery by the CCI PartiesTerra REIT and Merger Sub, constitutes a legally valid and binding obligation of the CMR Parties, Terra BDC enforceable against them Terra BDC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR Terra BDC Special Committee, the CMR Terra BDC Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Terra BDC Charter Amendment, the BDC Election Withdrawal, the Merger and the other transactions contemplated by this Agreement are in the best interests of Terra BDC and the holders of Terra BDC Common Stock and, in the case of this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable Agreement, fair and in the best interests of CMRreasonable and on terms and conditions not less favorable to Terra BDC than those available from unaffiliated third parties, (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, the Terra BDC Charter Amendment, the BDC Election Withdrawal and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger Merger, the Terra BDC Charter Amendment and the BDC Election Withdrawal be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of Terra BDC Common Stock and (iv) recommended the that holders of Terra BDC Common Stock vote in favor of approval of the Terra BDC Charter Amendment, the BDC Election Withdrawal and the Merger by the CMR stockholders (the recommendation in this clause (iv)such recommendation, the “CMR Terra BDC Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approvals are the only vote of the holders of securities of Terra BDC required to approve the Terra BDC Charter Amendment, the BDC Election Withdrawal and the Merger.

Authority; Approval Required. (a) Each of the CMR REIT II Parties has the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, and to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR REIT II Parties and the consummation by them the REIT II Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate, limited liability company or limited partnership proceedings on the part of any of the CMR REIT II Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to receipt of the Stockholder ApprovalREIT Merger, to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT II Parties, and assuming due authorization, execution and delivery by the CCI REIT III Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT II Parties enforceable against them the REIT II Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT II Special Committee, the CMR REIT II Board (including a majority of directors not otherwise interested in the MergerMergers) has (i) determined that the terms of this Agreement, the Merger Amended and Restated REIT II Advisory Agreement, the Mergers and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRREIT II and that this Agreement, the Mergers and the other transactions contemplated by this Agreement are fair and reasonable to REIT II and on terms and conditions no less favorable to REIT II than those available from unaffiliated third parties and (ii) authorized and approved this Agreement, the Merger Amended and Restated REIT II Advisory Agreement, the Mergers and the other transactions contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way. (iiid) directed that REIT II, as the sole member of Merger be submitted for consideration at Sub, has approved this Agreement and the CMR Stockholders Meeting and (iv) recommended the approval of the Merger by the CMR stockholders (the recommendation in this clause (iv), the “CMR Board Recommendation”)REIT Merger.

Authority; Approval Required. (a) Each of the CMR Parties REIT I has the requisite trust power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalREIT I Shareholder Approvals, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties REIT I and the consummation by them REIT I of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicabletrust action, and no other trust proceedings on the part of any of the CMR Parties REIT I are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder ApprovalREIT I Shareholder Approvals, the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and to the filing of the Certificate of Merger with, and acceptance for record of such the Certificate of Merger by, the Delaware SecretarySecretary of State. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT I, and assuming due authorization, execution and delivery by the CCI NNN REIT Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT I enforceable against them REIT I in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT I Special Committee, the CMR REIT I Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger, the Merger Consideration and the other transactions contemplated by this Agreement are advisable fair to and in the best interests of CMRthe holders of REIT I Common Shares, (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT I Common Shares and (iv) recommended that the holders of REIT I Common Shares vote in favor of approval of the Merger by the CMR stockholders and this Agreement (the recommendation in this clause (iv)such recommendation, the “CMR REIT I Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The REIT I Shareholder Approvals are the only votes of the holders of securities of REIT I required to approve the Merger.

Authority; Approval Required. (a) Each of the CMR SIR Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by each of the CMR SIR Parties and the consummation by them the SIR Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR SIR Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andSIR Parties, and assuming due authorization, execution and delivery by the CCI STAR Parties, constitutes a legally valid and binding obligation of the CMR SIR Parties, enforceable against them the SIR Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR SIR Special Committee, the CMR SIR Board (including a majority of directors and independent directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRSIR and, (ii) authorized and approved with respect to this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementMerger, (iii) directed that the Merger be submitted for consideration at the CMR Stockholders Meeting are fair and (iv) recommended the approval of the Merger by the CMR stockholders (the recommendation in this clause (iv)reasonable to SIR and on terms and conditions no less favorable to SIR than those available from unaffiliated third parties, the “CMR Board Recommendation”).and

Authority; Approval Required. (a) Each of the CMR XXXX IV Parties has the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the XXXX IV Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR XXXX IV Parties and the consummation by them the XXXX IV Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate, limited liability company or limited partnership proceedings on the part of any of the CMR XXXX IV Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the REIT Merger, to receipt of the XXXX IV Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and SDAT, (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS and (iii) with respect to the XXXX IV Charter Amendment, to receipt of the XXXX IV Stockholder Approval, the filing of Articles of Amendment and Restatement relating to the XXXX IV Charter Amendment with, and acceptance for record of such Articles of Amendment and Restatement, by the SDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andXXXX IV Parties, and assuming due authorization, execution and delivery by the CCI XXXX III Parties, constitutes a legally valid and binding obligation of the CMR Parties, XXXX IV Parties enforceable against them the XXXX IV Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR XXXX IV Special Committee, the CMR XXXX IV Board (including a majority of directors not otherwise interested in the MergerMergers) has (i) determined that the terms of this Agreement, the Amended XXXX IV Advisory Agreement, the (d) XXXX IV, as the sole member of Merger Sub, has approved this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of CMR, (ii) authorized and approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended the approval of the Merger by the CMR stockholders (the recommendation in this clause (iv), the “CMR Board Recommendation”)REIT Merger.

Authority; Approval Required. (a) Each of the CMR REIT II Parties has the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, and to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR REIT II Parties and the consummation by them the REIT II Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate, limited liability company or limited partnership proceedings on the part of any of the CMR REIT II Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to receipt of the Stockholder ApprovalREIT Merger, to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT II Parties, and assuming due authorization, execution and delivery by the CCI REIT I Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT II Parties enforceable against them the REIT II Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT II Special Committee, the CMR REIT II Board (including a majority of directors not otherwise interested in the MergerMergers) has (i) determined that the terms of this Agreement, the Merger Mergers, the Amended and Restated REIT II Advisory Agreement, the Amended and Restated REIT II OP Agreement, the Voting Agreements and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRREIT II and that this Agreement, the Mergers, the Amended and Restated REIT II OP Agreement, the Voting Agreements and the other transactions contemplated by this Agreement are fair and reasonable to REIT II and on terms and conditions no less favorable to REIT II than those available from unaffiliated third parties and (ii) authorized and approved this Agreement, the Merger Mergers, the Amended and Restated REIT II Advisory Agreement, the Amended and Restated REIT II OP Agreement, the Voting Agreements and the other transactions contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way. (iiid) directed that REIT II, as the sole member of Merger be submitted for consideration at Sub, has approved this Agreement and the CMR Stockholders Meeting and (iv) recommended the approval of the Merger by the CMR stockholders (the recommendation in this clause (iv), the “CMR Board Recommendation”)REIT Merger.

Authority; Approval Required. (a) Each of the CMR Parties REIT II and Merger Sub has the requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the REIT II Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the REIT Merger. The execution and delivery of this Agreement by the CMR Parties each of REIT II and Merger Sub and the consummation by them REIT II and Merger Sub of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actionslimited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of any of the CMR Parties REIT II or Merger Sub are necessary to authorize this Agreement or Agreement, the REIT Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the REIT II Stockholder Approval, Approval and (with respect to the REIT II Charter Amendments) the filing of the REIT II Charter Amendments with and acceptance for record of the REIT II Charter Amendments by the SDAT and (with respect to the REIT Merger) the filing of the Articles of Merger with, with and acceptance for record of such the Articles of Merger by, by the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andeach of REIT II and Merger Sub, and assuming due authorization, execution and delivery by the CCI PartiesREIT I, constitutes a legally valid and binding obligation of the CMR Parties, each of REIT II and Merger Sub enforceable against them each of REIT II and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawLaw). (c) On the recommendation of the CMR REIT II Special Committee, the CMR REIT II Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the REIT Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of CMRREIT II and the holders of shares of REIT II Common Stock, (ii) authorized determined that the REIT Merger is fair and approved reasonable to REIT II and on terms and conditions no less favorable to REIT II than those available from unaffiliated third parties, (iii) approved, authorized, adopted and declared advisable this Agreement and the consummation of the REIT Merger, the REIT II Charter Amendments and the other transactions contemplated by this Agreement, (iv) directed that the REIT Merger and the REIT II Charter Amendments be submitted for consideration at a meeting of the REIT II stockholders and (v) recommended that the holders of shares of REIT II Common Stock vote in favor of approval of each of the REIT Merger and the REIT II Charter Amendments (such recommendation, the “REIT II Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The REIT II Stockholder Approval is the only vote of the holders of securities of REIT II or REIT II Operating Partnership required to approve the REIT Merger. (e) REIT II, in its capacity as the sole member of Merger Sub, has duly and validly authorized the execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the REIT Merger and the other transactions contemplated by this Agreement, (iii) directed that the and no other consent or approval by or on behalf of Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended the approval Sub is necessary to authorize Merger Sub’s entry into this Agreement or consummation of the REIT Merger or the other transactions contemplated by the CMR stockholders (the recommendation in this clause (iv), the “CMR Board Recommendation”)Agreement.

Authority; Approval Required. (a) Each of the CMR SSGT Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR SSGT Parties and the consummation by them the SSGT Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR SSGT Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject (i) with respect to the REIT Merger, to receipt of the Stockholder Approval, Approval and to the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT in accordance with the MGCL and the MLLCA, and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such Certificate of Merger by, with the Delaware SecretarySOS in accordance with the DRULPA. (b) This Agreement has been duly executed and delivered by the CMR Parties andSSGT Parties, and assuming due authorization, execution and delivery by the CCI SST II Parties, constitutes a legally valid and binding obligation of the CMR Parties, SSGT Parties enforceable against them the SSGT Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”). (c) On the recommendation of the CMR SSGT Special Committee, the CMR SSGT Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Mergers, the Merger Consideration and the other transactions contemplated by this Agreement are advisable fair and reasonable and in the best interests of CMRSSGT and the holders of SSGT Common Stock and SSGT OP Units (which does not include the holder of the SSGT Special Limited Partner Interest), (ii) authorized approved, authorized, adopted and approved declared advisable this Agreement, Agreement and the Merger consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of SSGT Common Stock and (iv) recommended the that holders of SSGT Common Stock vote in favor of approval of the REIT Merger by the CMR stockholders (the recommendation in this clause (iv)such recommendation, the “CMR SSGT Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of SSGT or SSGT Operating Partnership required to approve the Mergers that has not already been obtained as of the date of this Agreement.

Authority; Approval Required. (a) Each of the CMR REIT I Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the REIT I Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR REIT I Parties and the consummation by them the REIT I Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR REIT I Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the REIT Merger, to receipt of the REIT I Stockholder Approval, the filing of Articles of Amendment relating to the REIT I Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT I Parties, and assuming due authorization, execution and delivery by the CCI REIT II Parties, constitutes a legally valid and binding obligation of the CMR Parties, REIT I Parties enforceable against them the REIT I Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT I Special Committee, the CMR REIT I Board (including a majority of directors not otherwise interested in the MergerMergers) has (i) determined that the terms of this Agreement, the Merger Mergers, the Contribution Agreement, the REIT I Advisory Agreement Amendment, the REIT I Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRREIT I and that this Agreement, the Mergers, the Contribution Agreement and the other transactions contemplated by this Agreement are fair and reasonable to REIT I and are on terms and conditions no less favorable to REIT I than those available from unaffiliated third parties, (ii) authorized and approved this Agreement, the Merger Contribution Agreement, the REIT I Advisory Agreement Amendment, the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger and the REIT I Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT I Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include in the REIT I Proxy Statement the recommendation of the REIT I Board to holders of REIT I Common Stock and REIT I Convertible Stock to vote in favor of approval of the REIT Merger by the CMR stockholders (and the recommendation of the REIT I Board to holders of REIT I Common Stock to vote in this clause favor of the REIT I Charter Amendment (iv)such recommendation, the “CMR REIT I Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The REIT I Stockholder Approval is the only vote of the holders of securities of REIT I or REIT I Operating Partnership required to approve the Mergers.

Authority; Approval Required. (a) Each of the CMR REIT I Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by each of the CMR REIT I Parties and the consummation by them the REIT I Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR REIT I Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject subject, with respect to the Merger, to receipt of the Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT I Parties, and assuming due authorization, execution and delivery by the CCI REIT II Parties, constitutes a legally valid and binding obligation of the CMR REIT I Parties, enforceable against them the REIT I Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR REIT I Special Committee, the CMR REIT I Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger, the Merger Consideration and the other transactions contemplated by this Agreement are advisable and in the best interests of CMRREIT I and are fair and reasonable to REIT I and on terms and conditions no less favorable to REIT I than those available from unaffiliated third parties, (ii) approved, authorized and approved adopted this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of REIT I Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include in the Proxy Statement the REIT I Board recommendation to holders of REIT I Common Stock to vote in favor of approval of the Merger by the CMR stockholders (the recommendation in this clause (iv)such recommendation, the “CMR REIT I Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of REIT I or the REIT I Operating Partnership required to approve the Merger and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR CCIT II Parties has the requisite corporate, limited partnership or limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApproval in the case of CCIT II, to consummate the transactions contemplated by this Agreement, including the REIT Merger, Partnership Merger and LP Merger, as applicable. The execution and delivery of this Agreement by each of the CMR CCIT II Parties and the consummation by them the CCIT II Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate corporate, limited partnership or partnership actions, as applicablelimited liability company action, and no other corporate, limited partnership or limited liability company proceedings on the part of any of the CMR CCIT II Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject to (i) receipt of the Stockholder Approval, (ii) the filing of the Articles of Merger Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Merger byAmendment, by the SDAT and SDAT, (iii) the filing of the Partnership Certificate of Merger with, and acceptance for record of such Partnership Certificate of Merger by, the Delaware Secretary.SOS, (iv) the filing of the LP Certificate of Merger with, and acceptance for record of such LP Certificate of Merger by, the 19 \\DC - 769032/000001 - 15587362 v40 (b) This Agreement has been duly executed and delivered by each of the CMR CCIT II Parties and, assuming due authorization, execution and delivery by the CCI GCEAR Parties, constitutes a legally valid and binding obligation of each of the CMR CCIT II Parties, enforceable against them the CCIT II Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR CCIT II Special Committee, the CMR CCIT II Board (including a majority of directors “Independent Directors” (as such term is defined in the CCIT II Charter)) not otherwise interested in the Merger) Mergers has (i) determined that the terms of this Agreement, the Merger Mergers, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRCCIT II, (ii) approved and authorized the execution and approved delivery of this Agreement, and declared advisable the Merger Mergers, the Charter Amendment and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger and the Charter Amendment and the transactions contemplated by this Agreement be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of CCIT II Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include the CCIT II Board recommendation to holders of CCIT II Common Stock to vote in favor of approval of the REIT Merger and the Charter Amendment and the other transactions contemplated by the CMR stockholders this Agreement (the recommendation in this clause (iv)such recommendation, the “CMR CCIT II Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3.

Authority; Approval Required. (a) Each of the CMR Parties The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate action or proceedings on the part of the Company or any of the CMR Parties its Subsidiaries are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject subject, with respect to the Merger, to receipt of the Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, with the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties Company and, assuming due authorization, execution and delivery by the CCI Parent Parties, constitutes a legally valid and binding obligation of the CMR PartiesCompany, enforceable against them the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR Special Committee, the CMR The Company Board (including a majority of directors not otherwise interested in the Merger) has duly and unanimously adopted resolutions (i) determined declaring that the terms of this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRthe Company and its stockholders, (ii) authorized approving the execution, delivery and approved performance of this Agreement and, subject to obtaining the Stockholder Approval, the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) directing that the approval of the Merger be submitted (A) to a vote of the holders of Company Common Stock at the Stockholders Meeting and (B) to the holders of Company Convertible Stock for approval by written consent, (iv) recommended that holders of Company Convertible Stock approve the Merger by written consent; (v) directed that notice of the approval by written consent of the holders of Company Convertible Stock be given to each holder of Company Convertible Stock within ten days of such action; and (vi) except as may be permitted pursuant to Section 7.3, resolving to include in the Proxy Statement the recommendation of the Company Board to holders of Company Common Stock to vote in favor of approval of the Merger (such recommendation, the “Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote or consent of the holders of any class of securities of the Company or any of its Subsidiaries necessary to approve the Merger and the other transactions contemplated by this Agreement, Agreement (iii) directed that the Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended other than the approval of the holders of Company Convertible Stock described in Section 4.2(e), which approval has been obtained). (e) On or prior to the date of this Agreement, the Company has delivered to Parent duly executed written consents representing the affirmative vote of the holders of at least two-third of the outstanding shares of Company Convertible Stock entitled to vote on the Merger by approving the CMR stockholders Merger in accordance with the MGCL, the Company Charter and the Company Bylaws (the recommendation in this clause (iv), the “CMR Board RecommendationConvertible Stock Approval”).

Authority; Approval Required. (a) Each of the CMR XXXX III Parties has the requisite corporate or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the XXXX III Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by each of the CMR XXXX III Parties and the consummation by them the XXXX III Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or and limited partnership actions, as applicableaction, and no other corporate or limited partnership proceedings on the part of any of the CMR XXXX III Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject subject, (i) with respect to the REIT Merger, to receipt of the XXXX III Stockholder Approval, the filing of Articles of Amendment relating to the XXXX III Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with, and acceptance for record of such the Partnership Certificate of Merger by, the Delaware SecretaryDE SOS. (b) This Agreement has been duly executed and delivered by the CMR Parties andXXXX III Parties, and assuming due authorization, execution and delivery by the CCI XXXX IV Parties, constitutes a legally valid and binding obligation of the CMR Parties, XXXX III Parties enforceable against them the XXXX III Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR XXXX III Special Committee, the CMR XXXX III Board (including a majority of directors not otherwise interested in the MergerMergers) has (i) determined that the terms of this Agreement, the Merger Mergers, the Contribution Agreement, the Second Amended and Restated XXXX III Partnership Agreement, the XXXX III Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRXXXX III and that this Agreement, the Mergers, the Contribution Agreement and the other transactions contemplated by this Agreement are fair and reasonable to XXXX III and are on terms and conditions no less favorable to XXXX III than those available from unaffiliated third parties, (ii) authorized and approved this Agreement, the Merger Contribution Agreement, the Second Amended and Restated XXXX III Partnership Agreement, the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger and the XXXX III Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of XXXX III Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include in the XXXX III Proxy Statement the recommendation of the XXXX III Board to holders of XXXX III Common Stock to vote in favor of approval of the REIT Merger by and the CMR stockholders XXXX III Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR XXXX III Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The XXXX III Stockholder Approval is the only vote of the holders of securities of XXXX III or XXXX III Operating Partnership required to approve the Mergers.

Authority; Approval Required. (a) Each of the CMR CCIT II Parties has the requisite corporate, limited partnership or limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApproval in the case of CCIT II, to consummate the transactions contemplated by this Agreement, including the REIT Merger, Partnership Merger and LP Merger, as applicable. The execution and delivery of this Agreement by each of the CMR CCIT II Parties and the consummation by them the CCIT II Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate corporate, limited partnership or partnership actions, as applicablelimited liability company action, and no other corporate, limited partnership or limited liability company proceedings on the part of any of the CMR CCIT II Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject to (i) receipt of the Stockholder Approval, (ii) the filing of Articles of Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT, (iii) the filing of the Partnership Certificate of Merger with, and acceptance for record of such Partnership Certificate of Merger by, the Delaware SOS, (iv) the filing of the LP Certificate of Merger with, and acceptance for record of such LP Certificate of Merger by, the Delaware SOS, and (v) the filing of the REIT Articles of Merger with, and acceptance for record of such REIT Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by each of the CMR CCIT II Parties and, assuming due authorization, execution and delivery by the CCI GCEAR Parties, constitutes a legally valid and binding obligation of each of the CMR CCIT II Parties, enforceable against them the CCIT II Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR CCIT II Special Committee, the CMR CCIT II Board (including a majority of directors “Independent Directors” (as such term is defined in the CCIT II Charter)) not otherwise interested in the Merger) Mergers has (i) determined that the terms of this Agreement, the Merger Mergers, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRCCIT II, (ii) approved and authorized the execution and approved delivery of this Agreement, and declared advisable the Merger Mergers, the Charter Amendment and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger and the Charter Amendment and the transactions contemplated by this Agreement be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of CCIT II Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include the CCIT II Board recommendation to holders of CCIT II Common Stock to vote in favor of approval of the REIT Merger and the Charter Amendment and the other transactions contemplated by the CMR stockholders this Agreement (the recommendation in this clause (iv)such recommendation, the “CMR CCIT II Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) Other than as set forth in Sections 4.2(e) and (f) below, the Stockholder Approval is the only vote of the holders of securities of the CCIT II Parties required to approve the Mergers, the Charter Amendment and the other transactions contemplated by this Agreement. (e) CCIT II, as the sole general partner of the CCIT II Operating Partnership, has approved this Agreement and the Partnership Merger. (f) CCIT II, as the sole member of CCIT II LP, has approved this Agreement and the LP Merger.

Authority; Approval Required. (a) Each of the CMR Parties REIT I has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the REIT I Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the REIT Merger. The execution and delivery of this Agreement by the CMR Parties REIT I and the consummation by them REIT I of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate proceedings on the part of any of the CMR Parties REIT I are necessary to authorize this Agreement or Agreement, the REIT Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the REIT I Stockholder ApprovalApproval and, with respect to the REIT I Charter Amendment, the filing of the REIT I Charter Amendment with and acceptance for record of the REIT I Charter Amendment by the SDAT and (with respect to the REIT Merger) the filing of the Articles of Merger with, with and acceptance for record of such the Articles of Merger by, by the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties andREIT I, and assuming due authorization, execution and delivery by the CCI PartiesREIT II and Merger Sub, constitutes a legally valid and binding obligation of the CMR PartiesREIT I, enforceable against them REIT I in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawLaw). (c) On the recommendation of the CMR REIT I Special Committee, the CMR REIT I Board (including a majority of directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the REIT Merger Consideration, the REIT Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of CMRREIT I and the holders of shares of REIT I Common Stock, (ii) authorized determined that the REIT Merger is fair and approved reasonable to REIT I and on terms and conditions no less favorable to REIT I than those available from unaffiliated third parties, (iii) approved, authorized, adopted and declared advisable this AgreementAgreement and the consummation of the REIT Merger, the Merger REIT I Charter Amendment and the other transactions contemplated by this Agreement, (iiiiv) directed that the REIT Merger and the REIT I Charter Amendment be submitted for consideration at a meeting of the CMR Stockholders Meeting REIT I stockholders and (ivv) recommended that the holders of shares of REIT I Common Stock vote in favor of approval of each of the REIT Merger by and the CMR stockholders REIT I Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR REIT I Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The REIT I Stockholder Approval is the only vote of the holders of securities of REIT I required to approve the REIT Merger.

Authority; Approval Required. (a) Each of the CMR CRII Parties has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApproval and Partner Approvals, respectively, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by the CMR CRII Parties and the consummation by them of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actionsaction, as applicable, and no other corporate or partnership proceedings on the part of any of the CMR CRII Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, Partner Approvals, the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT SDAT, and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware Secretary. (b) This Agreement has been duly executed and delivered by the CMR CRII Parties and, assuming due authorization, execution and delivery by the CCI Parties, constitutes a legally valid and binding obligation of each of the CMR CRII Parties, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR Special Committee, the CMR Board (including a majority of directors not otherwise interested in the Merger) The CRII Transaction Committee has unanimously (i) determined that this Agreement, the REIT Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of CMRCRII and its stockholders (other than CRII’s management and certain of its affiliates), (ii) authorized and approved this Agreement, the REIT Merger and the other transactions contemplated by this Agreement and (iii) recommended the approval of the REIT Merger by the holders of CRII Voting Common Stock and directed that CRII seek the written consent thereof by the holders of a majority of the outstanding CRII Voting Common Stock. (d) The CRII Board (including a majority of directors not otherwise interested in the Mergers), on the recommendation of the CRII Transaction Committee, on behalf of CRII in its own capacity and/or in its capacity as the general partner of CROP, as applicable, has (i) determined that this Agreement, the REIT Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of CRII and its stockholders (other than CRII’s management and certain of its affiliates), (ii) determined that this Agreement, the Mergers, the Tax Protection Agreement, the Amended and Restated Advisory Agreement, the Amended and Restated CROP OP Agreement, the Pre-Merger Transactions and the other transactions contemplated by this Agreement are advisable and in the best interests of CROP and its unitholders (other than CRII’s management and certain of its affiliates), (iii) authorized and approved this Agreement, the Mergers, the Tax Protection Agreement, the Amended and Restated Advisory Agreement, the Amended and Restated CROP OP Agreement the Pre-Merger Transactions and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended the approval of the REIT Merger by the CMR stockholders holders of CRII Voting Common Stock and directed that CRII seek the Stockholder Approval and (v) recommended that the Mergers, the Tax Protection Agreement, the Amended and Restated Advisory Agreement, the Amended and Restated CROP OP Agreement and the Pre-Merger Transactions and the other transactions contemplated by this Agreement be approved by the limited partners of CROP and directed that CROP seek the Partner Approvals (the recommendation in this clause (iv) and the preceding clause (iii), the “CMR CRII Board Recommendation”). (e) The Stockholder Approval and the Partner Approvals are the only votes of the holders of securities of the CRII Parties required to approve the Mergers and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR Parties The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties Company the performance by the Company of its covenants and obligations under this Agreement and the consummation by them the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate action or proceedings on the part of any of the CMR Parties Company or its Subsidiaries are necessary to authorize this Agreement or the Merger Merger, the performance by the Company of its covenants and obligations under this Agreement or to consummate the other transactions contemplated by this Agreement, subject subject, with respect to the Merger, to receipt of the Stockholder Approval, Approval and the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties Company and, assuming due authorization, execution and delivery by the CCI Parent Parties, constitutes a legally valid and binding obligation of the CMR PartiesCompany, enforceable against them the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR Special Committee, the CMR The Company Board (including a majority of directors not otherwise interested in the Merger) has duly adopted resolutions (i) determined declaring that the terms of this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRthe Company and its stockholders, (ii) authorized authorizing, approving and approved declaring advisable the execution, delivery and performance of this Agreement and, subject to obtaining the Stockholder Approval, the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) directing that the approval of the Merger and the transaction contemplated by this Agreement be submitted to a vote of the holders of Company Common Stock at the Stockholders Meeting, and (iv) except as may be permitted pursuant to Section 7.3, resolving to include in the Proxy Statement the recommendation of the Company Board to holders of Company Common Stock to vote in favor of approval of the Merger (such recommendation, the “Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote or consent of the holders of any class of securities of the Company necessary pursuant to applicable Law and/or the Company Governing Documents to approve the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended the approval of the Merger by the CMR stockholders (the recommendation in this clause (iv), the “CMR Board Recommendation”).

Authority; Approval Required. (a) Each of the CMR Parties INAV has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties INAV and the consummation by them INAV of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate proceedings on the part of any of the CMR Parties INAV are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties INAV and, assuming due authorization, execution and delivery by the CCI PartiesCMFT and Merger Sub, constitutes a legally valid and binding obligation of the CMR PartiesINAV, enforceable against them INAV in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR INAV Special Committee, the CMR INAV Board (including a majority of directors “Independent Directors” (as such term is defined in the INAV Charter)) not otherwise interested in the Merger) Merger has (i) determined that the terms of this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRINAV and, with respect to this Agreement and the Merger, are fair and reasonable to INAV, and on terms and conditions no less favorable to INAV than those available from unaffiliated third parties, (ii) approved and authorized and approved this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of INAV Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include the INAV Board recommendation to holders of INAV Common Stock to vote in favor of approval of the Merger by and the CMR stockholders Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR INAV Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of INAV or the INAV Operating Partnership required to approve the Merger, the Charter Amendment and the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR Company Parties has the requisite corporate or other power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApproval in the case of the Company, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by the CMR Company Parties and the consummation by them the Company Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate or other action or proceedings on the part of the Company Parties (including the Company in its capacity as the general partner of the Partnership or as a limited partner of the Partnership and the Partnership in its capacity as the sole member of the board of managers or a member of Operations) or any of the CMR Parties their Subsidiaries are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject (i) with respect to the Company Merger, to receipt of the Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such the Articles of Merger by, the SDAT and the filing of the Company Certificate of Merger withwith the DE SOS, and acceptance for record (ii) with respect to the Partnership Merger, the filing of such the Partnership Certificate of Merger bywith the DE SOS, and (iii) with respect to the Operations Merger, the Delaware Secretaryfiling of the Operations Certificate of Merger with the DE SOS. (b) This Agreement has been duly executed and delivered by the CMR Company Parties and, assuming due authorization, execution and delivery by the CCI Parent Parties, constitutes a legally valid and binding obligation of the CMR Company Parties, enforceable against them the Company Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR Special Committee, the CMR The Company Board (including a majority of directors not otherwise interested in the Merger) has duly and unanimously adopted resolutions (i) determined declaring that the terms of this Agreement, the Merger Mergers and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRthe Company and its stockholders, (ii) authorized approving the execution, delivery and approved performance of this Agreement and, subject to obtaining the Stockholder Approval, the consummation of the transactions contemplated by this Agreement, including the Mergers, (iii) directing that the approval of the Company Merger be submitted to a vote of the holders of Company Common Stock at the Stockholders Meeting, and (iv) except as may be permitted pursuant to Section 7.3, resolving to include in the Proxy Statement the recommendation of the Company Board to holders of Company Common Stock to vote in favor of approval of the Company Merger (such recommendation, the “Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) Except as provided in the following two sentences, the Stockholder Approval is the only vote or consent of the holders of any class of securities of the Company Parties or any of their Subsidiaries necessary to approve the Mergers and the other transactions contemplated by this Agreement, (iii) directed that . Other than the Merger be submitted for consideration at the CMR Stockholders Meeting and (iv) recommended the approval written consent of the Merger by Company, as the CMR stockholders general partner of the Partnership (the recommendation in this clause (ivwhich consent has been obtained), no vote or consent of the “CMR Board Recommendation”partners of the Partnership or of the holders of any Partnership Units or Preferred Partnership Units is necessary to approve this Agreement, the Mergers or the other transactions contemplated by this Agreement. Other than the written consent of the Partnership, as the sole member of the board of managers of Operations and the sole holder of Operations Common Shares (which consent has been obtained), no vote or consent of the members of Operations or of the holders of any Operations Shares is necessary to approve this Agreement, the Mergers or the other transactions contemplated by this Agreement.

Authority; Approval Required. (a) Each of the CMR Parties CCIT II has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties CCIT II and the consummation by them CCIT II of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicableaction, and no other corporate proceedings on the part of any of the CMR Parties CCIT II are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware SecretarySDAT. (b) This Agreement has been duly executed and delivered by the CMR Parties CCIT II and, assuming due authorization, execution and delivery by the CCI PartiesCMFT and Merger Sub, constitutes a legally valid and binding obligation of the CMR PartiesCCIT II, enforceable against them CCIT II in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the recommendation of the CMR CCIT II Special Committee, the CMR CCIT II Board (including a majority of directors “Independent Directors” (as such term is defined in the CCIT II Charter)) not otherwise interested in the Merger) Merger has (i) determined that the terms of this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interests interest of CMRCCIT II and, with respect to this Agreement and the Merger, are fair and reasonable to CCIT II, and on terms and conditions no less favorable to CCIT II than those available from unaffiliated third parties, (ii) approved and authorized and approved this Agreement, the Merger Merger, the Charter Amendment and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the Charter Amendment be submitted for consideration at to a vote of the CMR Stockholders Meeting holders of CCIT II Common Stock and (iv) recommended except as may be permitted pursuant to Section 7.3, resolved to include the CCIT II Board recommendation to holders of CCIT II Common Stock to vote in favor of approval of the Merger by and the CMR stockholders Charter Amendment (the recommendation in this clause (iv)such recommendation, the “CMR CCIT II Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3. (d) The Stockholder Approval is the only vote of the holders of securities of CCIT II or the CCIT II Operating Partnership required to approve the Merger, the Charter Amendment and the other transactions contemplated by this Agreement.