CREDIT AGREEMENT Dated as of September 23, 2016 among COLE CORPORATE INCOME OPERATING PARTNERSHIP III, LP, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and L/C Issuer, and THE OTHER LENDERS PARTY HERETO Arranged By: JPMORGAN...Credit Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT ("Agreement") is entered into, as of September 23, 2016, among Cole Corporate Income Operating Partnership III, LP, a Delaware limited partnership (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer.
ADVISORY AGREEMENTAdvisory Agreement • November 10th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona
This ADVISORY AGREEMENT (this “Agreement”) is entered into on this 22nd day of September, 2016, by and between COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), and COLE CORPORATE INCOME ADVISORS III, LLC, a Delaware limited liability company.
COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. Up to $3,500,000,000 in Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • September 8th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona
ESCROW AGREEMENTEscrow Agreement • November 10th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona
COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock, including Class A common stock and Class T common stock (collectively, the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) the Company has received subscriptions for at least $2,500,000 in shares of Stock in the Offering (the “Required Capital”); (ii) in the case of subscriptions received from residents of Washington (“Washington Subscribers”), the
Agreement of Limited Partnership of Cole Corporate Income Operating Partnership III, LP September 22, 2016Limited Partnership Agreement • November 10th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Delaware
This Agreement of Limited Partnership (this “Agreement”) is entered into effective as of the 22nd day of September, 2016, by and among Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation, CRI CCIT III, LLC, a Delaware limited liability company (the “Original Limited Partner”), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A hereto, as amended from time to time, with respect to Cole Corporate Income Operating Partnership III, LP, a limited partnership formed under the laws of the State of Delaware (whether treated as a partnership or disregarded entity for federal income tax purposes, the “Partnership”), pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on May 21, 2014.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of --_____________, 2020 (the “Effective Date”), by and between Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (the “Company”), and _______________ (“Indemnitee”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 26th, 2017 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Wisconsin
This Purchase and Sale Agreement (this “Agreement”) is entered into effective as of October 3, 2017 (the “Effective Date”), by TI INVESTORS OF COLUMBUS LLC, a Wisconsin limited liability company, as Seller (“Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company, as Buyer (“Buyer”).
FIRST AMENDMENT TO THE ADVISORY AGREEMENT BY AND BETWEEN COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. AND COLE CORPORATE INCOME ADVISORS III, LLCAdvisory Agreement • August 11th, 2017 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
This FIRST AMENDMENT of the ADVISORY AGREEMENT (this “Amendment”) is made as of June 23, 2017 by and between COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC., a Maryland corporation (the “Company”), and COLE CORPORATE INCOME ADVISORS III, LLC, a Delaware limited liability company (the “Advisor”). This Amendment amends that certain Advisory Agreement, dated as of September 22, 2016, by and between the Company and the Advisor (the “Advisory Agreement”). All capitalized terms not defined herein shall have the meanings given to each in the Advisory Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CIM REAL ESTATE FINANCE TRUST, INC., THOR III MERGER SUB, LLC, AND COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. DATED AS OF AUGUST 30, 2020Merger Agreement • August 31st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of August 30, 2020 (this “Agreement”), is entered into by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), Thor III Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), and Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (“CCIT III”). Each of CMFT, Merger Sub and CCIT III is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
Cole Office & Industrial REIT (CCIT III), Inc. Phoenix, Arizona 85016Advisory Agreement • August 31st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona
This letter agreement sets forth certain agreements and understandings that each of Cole Corporate Income Management III, LLC (the “Advisor”) and Cole Office and Industrial REIT (CCIT III), Inc. (the “Company”) has agreed to undertake in connection with the Company’s proposed business combination (the “Merger”) with CIM Real Estate Finance Trust, Inc. (“CMFT”) and Thor III Merger Sub, LLC pursuant to the Agreement and Plan of Merger among them dated as of the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Advisory Agreement, dated as of September 22, 2016 (the “Advisory Agreement”), by and between the Company and the Advisor, as amended.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CIM REAL ESTATE FINANCE TRUST, INC., THOR V MERGER SUB, LLC, AND COLE CREDIT PROPERTY TRUST V, INC. DATED AS OF AUGUST 30, 2020Merger Agreement • August 31st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of August 30, 2020 (this “Agreement”), is entered into by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), Thor V Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), and Cole Credit Property Trust V, Inc., a Maryland corporation (“CCPT V”). Each of CMFT, Merger Sub and CCPT V is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
THIRD AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
This Third Amendment to Purchase Agreement (the "Amendment"), dated as of July 20, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).
Cole Corporate Income Operating Partnership III, LPCredit Agreement • September 29th, 2017 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
RE: Credit Agreement dated as of September 23, 2016 (the "Credit Agreement") among Cole Corporate Income Operating Partnership III, LP, as Borrower (the "Borrower"), and JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and KeyBank National Association, as a Lender
COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC. Up to $3,500,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT September 22, 2016Dealer Manager Agreement • November 10th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Arizona
Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (the “Company”), is registering for a public sale a maximum of $3,500,000,000 in shares (collectively, the “Shares” or the “Stock”) of its common stock, $0.01 par value per share (the “Offering”) consisting of (a) up to $2,500,000,000 in shares of common stock in the primary offering in any combination of the following two classes of common stock: Class A common stock, $0.01 par value per share (“Class A Shares”), and Class T common stock, $0.01 par value per share (“Class T Shares”), at an initial price of $10.00 per share and $9.57 per share, respectively (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), and (b) up to $1,000,000,000 in Shares pursuant to the Company’s distribution reinvestment plan at a purchase price during the Offering equal to the per share primary offering price net of selling commissions and dealer manager fees,
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
This First Amendment to Purchase Agreement (the "Amendment"), dated as of July 15, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).
FIRST MODIFICATION AGREEMENTModification Agreement • September 26th, 2019 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • New York
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent and the Lenders agree as follows:
SECOND MODIFICATION AGREEMENTModification Agreement • September 21st, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • New York
This Second Modification Agreement (this “Agreement”) is made as of September 17, 2020 (the “Effective Date”), by and among COLE CORPORATE INCOME OPERATING PARTNERSHIP III, LP, a Delaware limited partnership (the “Borrower”), the lenders (each a “Lender,” and, collectively, the “Lenders”) from time to time party to the Credit Agreement (as defined below), and JPMORGAN CHASE BANK, N.A., a national banking association, as the Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as L/C Issuer.
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
This Second Amendment to Purchase Agreement (the "Amendment"), dated as of July 19, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).
ASSIGNMENT OF PURCHASE AGREEMENT VEREIT ACQUISITIONS, LLC, a Delaware limited liability company, as Assignor and VEREIT OFC MILFORD OH, LLC, a Delaware limited liability company, as AssigneeAssignment of Purchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
Assignor, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby assign all of its right, title and interest in, to and under that certain Purchase Agreement (the “Purchase Agreement”) described herein, including, without limitation, Assignor’s right, title and interest in and to the previously made Earnest Money Deposit, to Assignee and its successors and assigns. The Purchase Agreement is described as follows:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2020 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment No. 1”), dated as of November 3, 2020, is entered into by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), Thor III Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), and Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (“CCIT III”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • September 27th, 2016 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts • Ohio
This Agreement (the "Agreement"), dated as of June 27, 2016 (the “Effective Date”), is made by and between ACQUIPORT MILFORD LLC, a Delaware limited liability company (the “Seller”), and VEREIT ACQUISITIONS, LLC, a Delaware limited liability company (the “Buyer”).
FIRST MODIFICATION AGREEMENTModification Agreement • March 28th, 2017 • Cole Office & Industrial REIT (CCIT III), Inc. • Real estate investment trusts
THIS FIRST MODIFICATION AGREEMENT (this “Agreement” is entered into as of March 28, 2017 by and between VEREIT OPERATING PARTNERSHIP, L.P. (“Lender”) and COLE CORPORATE INCOME OPERATING PARTNERSHIP III, LP (“Borrower”).
