FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2024 • Peakstone Realty Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”), and ________________________ (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 28, 2018 among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • July 5th, 2018 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT dated as of December 12, 2014 among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent and JPMORGAN CHASE BANK, N.A., as...Credit Agreement • December 18th, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. AND GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLCAdvisory Agreement • September 19th, 2017 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of September 20, 2017, is entered into among GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation (the “Company”), GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (the “Operating Partnershipˮ) and GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLC, a Delaware limited liability company (the “Advisor”).
DEALER MANAGER AGREEMENTDealer Manager Agreement • July 8th, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $2.2 billion in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold ($2 billion in shares to be offered to the public, consisting of Class A shares at a purchase price of $10.00 per share and Class T shares at a purchase price of $9.4241 per share, and $200 million in shares to be offered pursuant to the Company’s distribution reinvestment plan, consisting of Class A shares at a purchase price of $9.50 per share and Class T shares at a purchase price of $8.9529 per share). The minimum purchase by any one person shall be $2,500 in Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Griffin Capital Securities, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form atta
FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFGriffin Capital Essential Asset REIT II, Inc. • June 10th, 2014 • Real estate investment trusts • Delaware
Griffin Capital Essential Asset Operating Partnership II, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of __________, 2014, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
SELECTED DEALER AGREEMENTSelected Dealer Agreement • May 11th, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts
Each of Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), Griffin Capital Securities, Inc., a Delaware Corporation (the “Dealer Manager”), Griffin Capital Essential Asset Advisor II, LLC, a Delaware limited liability company (the “Advisor”), and Griffin Capital Corporation, a Delaware limited partnership (the “Sponsor”) hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation and a member in good standing with the Financial Industry Regulatory Authority (“FINRA”) (“Ameriprise”), as follows:
ESCROW AGREEMENTEscrow Agreement • July 8th, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
This Escrow Agreement (this “ Agreement ”) is made and entered into as of this 17th day of June, 2014 by and among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “ Company ”), Griffin Capital Securities, Inc., a California corporation (the “ Dealer Manager ”), and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “ Escrow Agent ”).
GRIFFIN REALTY TRUST, INC. TIME-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 28th, 2024 • Peakstone Realty Trust • Real estate investment trusts • California
This Restricted Stock Unit Agreement (this “Agreement”) is made by and between Griffin Realty Trust, Inc., a Maryland corporation (the “Company”), and _______________ (the “Participant”).
ContractLimited Partnership Agreement • February 27th, 2023 • Griffin Realty Trust • Real estate investment trusts • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2023 • Peakstone Realty Trust • Real estate investment trusts • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into this 23rd day of March, 2023 (the “Execution Date”) by and between Peakstone Realty Trust, a Maryland real estate investment trust, (the “Company”) and Michael J. Escalante, an individual (the “Executive”), and will be effective as of will be effective as of the date of the listing of the Company’s common shares on the New York Stock Exchange (the “Effective Time”).
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.Griffin Capital Essential Asset REIT II, Inc. • July 7th, 2017 • Real estate investment trusts • Delaware
Griffin Capital Essential Asset Operating Partnership II, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of _______________, 2017, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • August 21st, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • Delaware
Griffin Capital Essential Asset Operating Partnership II, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of July 31, 2014, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC. RESTRICTED SHARE AWARD AGREEMENT This RESTRICTED SHARE AWARD AGREEMENT (the “Award”) is made and entered into as of the 1st day of March, 2021, by and between Griffin Capital Essential Asset REIT, Inc., a...Restricted Share Award Agreement • May 7th, 2021 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Maryland
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. SERIES A CUMULATIVE REDEEMABLE PREFERRED UNIT PURCHASE AGREEMENTPreferred Unit Purchase Agreement • June 29th, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • Delaware
THIS SERIES A CUMULATIVE REDEEMABLE PURCHASE AGREEMENT (this "Agreement") is made and entered into this 24th day of June, 2015, by and among Griffin Capital Essential Asset Operating Partnership II, L.P., a Delaware limited partnership (the "Operating Partnership"), Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the "Company"), and Griffin Capital Vertical Partners, L.P. a Delaware limited partnership (the "Purchaser").
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2019 among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P. as Borrower and The Lenders Party Hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • May 1st, 2019 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
WHEREAS, Griffin Capital Essential Asset Operating Partnership II, L.P. has previously entered into the Existing Credit Agreement with KeyBank, as administrative agent, and certain lenders, pursuant to which the lenders party thereto agreed to extend certain commitments and make certain extensions of credit available thereto;
LOAN AGREEMENT Dated as of April 27, 2018 Between THE ENTITIES LISTED ON SCHEDULE 1 HERETO, collectively, as Borrower and BANK OF AMERICA, N.A. and KEYBANK NATIONAL ASSOCIATION, collectively, as LenderLoan Agreement • May 3rd, 2018 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of April 27, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (“BofA”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211 (“KeyBank” and, together with BofA, individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Lender”) and THE ENTITIES LISTED ON SCHEDULE 1 HERETO, each a Delaware limited liability company having a principal place of business at c/o Griffin Capital Company, LLC, 1520 E. Grand Avenue, El Segundo, CA 90245, Attention: Javier Bitar (individually and/or collectively, as the context may require, together with their respective successors and permitted assigns, “Borrower”
LEASE AGREEMENTLease Agreement • June 2nd, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • Nevada
This Lease Agreement (the “Lease”) is made and entered into as of the 25th day of November, 2013 (“Effective Date”), by and between 840 Grier Drive Holdings, LLC, a Maryland limited liability company (“Landlord”), and MGM Resorts International, a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2024 • Peakstone Realty Trust • Real estate investment trusts • Maryland
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment No. 1”), is made and entered into this 14th day of November, 2023, by and between Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”) and Michael J. Escalante, an individual (the “Executive”).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. ESTABLISHING SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS OF LIMITED PARTNERSHIP INTERESTGriffin Capital Essential Asset REIT II, Inc. • June 29th, 2015 • Real estate investment trusts
In accordance with Section 4.2(a)(i) and Article 12 of the Second Amended and Restated Limited Partnership Agreement, effective as of June 24, 2015 (the "Partnership Agreement"), of Griffin Capital Essential Asset Operating Partnership II, L.P. (the "Partnership"), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this "Amendment") to establish a series of up to 15,000,000 preferred units of limited partnership interest of the Partnership which shall be designated the "Series A Cumulative Redeemable Preferred Units" (the "Preferred Units"), having the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth below and which shall be issued to Griffin Capital Vertical Partners, L.P. (the "Purchaser"). Certain terms used herein are defined in Section 10 of Exhibit I hereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • September 19th, 2017 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • Delaware
Griffin Capital Essential Asset Operating Partnership II, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of September 20, 2017, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
LEASE AGREEMENTLease Agreement • August 19th, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
and Construction Management AgreementAnd Construction Management Agreement • March 23rd, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
This Master Property Management, Leasing and Construction Management Agreement (“Agreement”) is made and entered into as of the 17th day of March, 2015, by and among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “REIT”), Griffin Capital Essential Asset Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), and Griffin Capital Essential Asset Property Management II, LLC, a Delaware limited liability company (“Manager”).
This Deed of Trust secures present and future advances and readvances] DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS (NORTH CAROLINA)Griffin Capital Essential Asset REIT II, Inc. • October 28th, 2015 • Real estate investment trusts • North Carolina
THIS DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS (NORTH CAROLINA) (this “Security Instrument”) is given as of October 21, 2015, by GRIFFIN (CONCORD) ESSENTIAL ASSET REIT II, LLC, a Delaware limited liability company, (“Grantor”), to CHICAGO TITLE INSURANCE COMPANY (“Trustee”), for the use and benefit of AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation (“AGL”), THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas corporation (“VALIC”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation (“USL”), as co-lenders, (collectively, “Beneficiary”).
LEASE AGREEMENTLease Agreement • May 15th, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
THIS LEASE AGREEMENT (this "Lease" or this ''Agreement") is made and entered into as of July 27, 2005, by and between TRC-W PHOENIX TITLE, L.L.C., a Delaware limited liability company, as lessor ("Lessor"), having its principal place of business at c/o Stan Johnson Company, 6129 South Yale Avenue, Tulsa, Oklahoma 74136 and AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation ("Lessee"), having its principal place of business at 200 Vesey Street, New York, New York 10285.
GUARANTY AGREEMENTGuaranty Agreement • May 3rd, 2018 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of April 27, 2018, by GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, having an address at c/o Griffin Capital Company, LLC, 1520 E. Grand Avenue, El Segundo, CA 90245, Attention: Javier Bitar (whether one or more, together with its permitted successors and assigns, collectively referred to as “Guarantor”), for the benefit of BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 and KEYBANK NATIONAL ASSOCIATION, a national banking association having an address at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Lender”).
AMENDMENT NO. 1 TO DEALER MANAGER AGREEMENTDealer Manager Agreement • December 1st, 2014 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
This Amendment No. 1 to Dealer Manager Agreement and Participating Dealer Agreement (this “Amendment”) is made and entered into as of this 25th day of November, 2014 by and among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”) and Griffin Capital Securities, Inc., a California corporation (the “Dealer Manager”).
ContractAgreement and Plan of Merger • December 20th, 2018 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts
GUARANTYGuaranty • May 1st, 2019 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
THIS GUARANTY dated as of April 30, 2019, executed and delivered by each of the undersigned, whether one or more, (“Guarantor”, which term specifically includes each Person that hereafter executes a Joinder Agreement pursuant to which such Person agrees to become party to this Guaranty and assume the obligations of a Guarantor hereunder), in favor of (a) KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Second Amended and Restated Credit Agreement dated as of even date herewith, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P. (successor by merger to Griffin Capital Essential Asset Operating Partnership II, L.P.) (the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b
Cole Office & Industrial REIT (CCIT II), Inc. Phoenix, Arizona 85016Letter Agreement • November 2nd, 2020 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Arizona
This letter agreement sets forth certain agreements and understandings that each of Cole Corporate Income Management II, LLC, a Delaware limited liability company (the “Advisor”), Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation (the “Company”), and Griffin Capital Essential Asset REIT, Inc. (“GCEAR”), has agreed to undertake in connection with the Company’s proposed business combination (the “GCEAR Merger Transactions”) with GCEAR pursuant to the Agreement and Plan of Merger among the Company, GCEAR, Griffin Capital Essential Asset Operating Partnership, L.P., GRT (Cardinal REIT Merger Sub), LLC, GRT OP (Cardinal New GP Sub), LLC, GRT OP (Cardinal LP Merger Sub), LLC, GRT OP (Cardinal OP Merger Sub), LLC, Cole Corporate Income Operating Partnership II, LP and CRI CCIT II LLC, dated as of the date hereof (the “GCEAR Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Advisory Agreement, dat
PEAKSTONE REALTY TRUST TIME-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 28th, 2024 • Peakstone Realty Trust • Real estate investment trusts • Maryland
This Restricted Stock Unit Agreement (this “Agreement”) is made as of _______________, 2024 by and between Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”), and _______________ (the “Participant”).
AMENDMENT NO. 2 TO DEALER MANAGER AGREEMENTDealer Manager Agreement • October 9th, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
This Amendment No. 2 to Dealer Manager Agreement and Participating Dealer Agreement (this “Amendment”) is made and entered into as of this 9th day of October, 2015 by and among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), Griffin Capital Securities, Inc., a California corporation (the “Dealer Manager”), and, solely with respect to the amendment of Section 3.3 of the Dealer Manager Agreement and the amendment to the first paragraph of Section V of the Participating Dealer Agreement as set forth below, Griffin Capital Essential Asset Advisor II, LLC (the “Advisor”).
WEST PARK INDUSTRIAL BUILDING LEASE BY AND BETWEEN HUNTINGTON INGALLS INCORPORATED AND 301 WEST PARK INVESTORS, LLCGriffin Capital Essential Asset REIT II, Inc. • June 29th, 2015 • Real estate investment trusts • Virginia
FORM OF AMENDMENT NO. 2 TO ADVISORY AGREEMENTAdvisory Agreement • October 2nd, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
THIS AMENDMENT NO. 2 TO ADVISORY AGREEMENT, dated as of October ___, 2015 is entered into among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership and Griffin Capital Essential Asset Advisor II, LLC, a Delaware limited liability company (the “Advisor”).
AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • June 29th, 2015 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts
THIS AGREEMENT OF SALE AND PURCHASE ("Agreement") made this 13th day of May, 2015 by and between 14 SYLVAN REALTY L.L.C., a limited liability company organized under the laws of the State of New Jersey, having an address c/o Mack-Cali Realty Corporation, 343 Thornall Street, Edison, New Jersey 08837 ("Seller") and GRIFFIN CAPITAL CORPORATION, a corporation organized under the laws of the State of California, having its main office at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245 ("Purchaser").
