SECOND AMENDED AND RESTATED ADVISORY AGREEMENT AMONG CLARION PARTNERS PROPERTY TRUST INC., CPT REAL ESTATE LP, AND CPT ADVISORS LLCAdvisory Agreement • May 13th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 6th day of May, 2011 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is by and among Clarion Partners Property Trust Inc., a Maryland corporation (the “Company”), CPT Real Estate LP, a Delaware limited partnership (the “Operating Partnership”), and CPT Advisors LLC, a Delaware limited liability company (collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2010 • Clarion Property Trust Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 , by and between Clarion Property Trust Inc. (the “Company”), and (the “Indemnitee”).
FIRST AMENDED AND RESTATED DEALER MANAGER AGREEMENT CLARION PARTNERS PROPERTY TRUST INC. Up to $2,250,000,000 in Shares of Common Stock, $0.01 par value per share May 6, 2011Dealer Manager Agreement • May 13th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
This First Amended and Restated Dealer Manager Agreement amends and restates that certain Dealer Manager Agreement dated January 7, 2011 by and between the Company and ING Investments Distributor, LLC (the “Dealer Manager”).
SECOND AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • October 23rd, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED ESCROW AGREEMENT (the “Agreement”) made and entered into as of the 17th day of October, 2012 (the “Effective Date”), by and among Clarion Partners Property Trust Inc. (the “Company”), ING Investments Distributor, LLC (the “Dealer Manager”), and BNY Mellon Investment Servicing (US) Inc., as escrow agent (the “Escrow Agent” or “BNYM”), amends and restates that certain First Amended and Restated Escrow Agreement dated May 12, 2011, as amended by the First Amendment to the Amended and Restated Escrow Agreement dated February 3, 2012 (collectively, the “Prior Escrow Agreement”).
FORM OF PARTICIPATING BROKER-DEALER AGREEMENTParticipating Broker-Dealer Agreement • May 13th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
Subject to the terms described herein, ING Investments Distributor, LLC, as the dealer manager (the “Dealer Manager”) for Clarion Partners Property Trust Inc., a Maryland corporation (the “Company”), invites you (“Participating Broker-Dealer”) to participate in the distribution, on a “best efforts” basis, of up to $2,250,000,000 in any combination of Class A and Class W shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), to the public (the “Offering”), of which amount: (a) up to $2,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $250,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public at a purchase price equal to the Company’s
EXPENSE SUPPORT AGREEMENTExpense Support Agreement • November 9th, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts • New York
This Expense Support Agreement (this “Agreement”) is made this 5th day of November 2012, by and between Clarion Partners Property Trust Inc., a Maryland corporation (the “Company”), and Clarion Partners, LLC, a New York limited liability company (“Clarion Partners”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Second Amended and Restated Advisory Agreement, dated as of May 6, 2011, by and among the Company, CPT Advisors LLC, the Company’s advisor (the “Advisor”), and CPT Real Estate LP, the Company’s operating partnership (the “Operating Partnership”), as amended.
New York, New York 10169 Re: Subscription Agreement for the Purchase of Shares of Class W Common StockSubscription Agreement • October 23rd, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts • Maryland
The undersigned, Clarion Partners CPPT Coinvestment, LLC, a Delaware limited liability company, as of the 17th day of October, 2012, subscribes for and agrees to purchase 1,020,000 shares of Class W common stock, $0.01 par value (such shares to be purchased referred to herein as the “Shares”), of Clarion Partners Property Trust Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, pursuant to the terms and conditions of this Subscription Agreement. The Corporation is externally managed and advised by CPT Advisors LLC (the “Advisor”), a subsidiary of the undersigned.
LOAN AGREEMENT Dated as of October 31, 2012 between CPPT DARIEN LLC (“Borrower”) and SOVEREIGN BANK, N.A., as lender (hereinafter, the “Lender”)Loan Agreement • November 6th, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts
This is a Loan Agreement (“Loan Agreement” or “Agreement”) made and entered into as of the 31st day of October, 2012, by and between CPPT DARIEN LLC, a Delaware limited liability company having an address at c/o Clarion Partners Property Trust Inc., 230 Park Avenue, New York, New York 10169 (hereinafter, the “Borrower”) and SOVEREIGN BANK, N.A., having an address at 75 State Street, Boston, Massachusetts 02109 (the “Lender”).
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • February 24th, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts
This First Amendment to the Second Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of the 24th day of February, 2012, by and among Clarion Partners Property Trust Inc. (the “Company”), CPT Real Estate LP (the “Operating Partnership”) and CPT Advisors LLC (the “Advisor” and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • February 24th, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts
This First Amendment to the Amended and Restated Escrow Agreement (the “Amendment”) is made and entered into as of the 3rd day of February, 2012, by and among Clarion Partners Property Trust Inc. (the “Company”), ING Investments Distributor, LLC (the “Dealer Manager”) and BNY Mellon Investment Servicing (US) Inc., as escrow agent (the “Escrow Agent” and collectively, the “Parties”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 6th, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts • Connecticut
AGREEMENT dated as of September 13, 2012 by and between SHR1 LLC, a Connecticut limited liability company (“Seller”) and CPPT DARIEN LLC, a Delaware limited liability company (“Buyer”).
LIT/CPPT LEHIGH VENTURE LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF OCTOBER 18, 2012Limited Liability Company Agreement • October 23rd, 2012 • Clarion Partners Property Trust Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of LIT/CPPT LEHIGH VENTURE LLC (the “Company”) is made and entered into as of October 18, 2012 (the “Effective Date”), by and between LIT Industrial Limited Partnership, a Delaware limited partnership (“Lion”) and CPPT LEHIGH LLC, a Delaware limited liability company (“CPPT”). Lion and CPPT are sometimes hereinafter referred to collectively as the “Members” and individually as a “Member.”
VALUATION SERVICES AGREEMENTValuation Services Agreement • October 1st, 2010 • Clarion Property Trust Inc. • Real estate investment trusts • New York
This VALUATION SERVICES AGREEMENT (“Agreement”) is effective as of August 10, 2010, by and among Altus Group U.S. Inc. (“Altus”), and Clarion Property Trust Inc. (the “Company”).
FIRST AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • March 9th, 2011 • Clarion Partners Property Trust Inc. • Real estate investment trusts
This First Amendment to the Escrow Agreement (the “Amendment”) is made and entered into as of the 4th day of March, 2011, by and among Clarion Property Trust Inc. (the “Company”), ING Investments Distributor, LLC (the “Dealer Manager”) and BNY Mellon Investment Servicing (US) Inc., as escrow agent (the “Escrow Agent” and collectively, the “Parties”).
