Nuveen Global Cities REIT, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2017, by and between Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”) and Nuveen Securities, LLC (the “Dealer Manager”).

THIRD AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • May 24th, 2022 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

This Third Amended and Restated Dealer Manager Agreement (this “Agreement”) is entered into by and between Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”) and Nuveen Securities, LLC (the “Dealer Manager”), and amends and restates the Second Amended and Restated Dealer Manager Agreement entered into by and between the Company and the Dealer Manager on May 13, 2020.

NUVEEN GLOBAL CITIES REIT, INC. UP TO $5,000,000,000 OF COMMON STOCK CLASS T and I SHARES SELECTED DEALER AGREEMENT July 9, 2019
Dealer Agreement • July 10th, 2019 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

Each of Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”), and Nuveen Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:

FIRST AMENDED AND RESTATED ADVISORY AGREEMENT AMONG NUVEEN GLOBAL CITIES REIT, INC., NUVEEN GLOBAL CITIES REIT OP, LP, AND TH REAL ESTATE GLOBAL CITIES ADVISORS, LLC
Advisory Agreement • January 24th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 23rd day of January, 2018 (the “Effective Date”), is by and among Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”), Nuveen Global Cities REIT OP, LP, a Delaware limited partnership (the “Operating Partnership”), and TH Real Estate Global Cities Advisors, LLC, a Delaware limited liability company (the “Advisor” and together with the Company and the Operating Partnership, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

FORM OF PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

Nuveen Securities, LLC, as the dealer manager (“Dealer Manager”) for Nuveen Global Cities REIT, Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

PURCHASE AND SALE AGREEMENT dated as of December 1, 2017 made by and between THE REALTY ASSOCIATES FUND X, L.P. as Seller and NR 844 NORTH LLC, as Purchaser
Purchase and Sale Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Arizona

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated and made as of the 1st day of December, 2017 (the “Effective Date”) by and between NR 844 NORTH LLC, a Delaware limited liability company, with an office at c/o Teachers Insurance and Annuity Association of America, 730 Third Avenue, New York, New York 10017 (“Purchaser”), as seller, and THE REALTY ASSOCIATES FUND X, L.P., a Delaware limited partnership, with an office at 28 State Street, 10th Floor, Boston, Massachusetts 02109 (“Purchaser”), as purchaser.

REAL ESTATE SALE AGREEMENT by and between MFREVF-KIRKLAND CROSSING, LLC, as Seller and THRE GLOBAL INVESTMENTS LLC, as Purchaser for The Apartments at Kirkland Crossing November 21, 2017
Real Estate Sale Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Illinois

THIS REAL ESTATE SALE AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2017 (the “Effective Date”), by and between MFREVF-KIRKLAND CROSSING, LLC, a Delaware limited liability company (“Seller”), and THRE GLOBAL INVESTMENTS LLC, a Delaware limited liability company (“Purchaser”).

AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 15th, 2019 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

This Amended and Restated Dealer Manager Agreement (this “Agreement”) is entered into by and between Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”) and Nuveen Securities, LLC (the “Dealer Manager”), and amends and restates the Dealer Manager Agreement entered into by and between the Company and the Dealer Manager on January 23, 2018.

VALUATION SERVICES AGREEMENT
Valuation Services Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This VALUATION SERVICES AGREEMENT (“Agreement”) is made by and between RERC, LLC, a Situs Company, an Iowa Limited Liability Company (“RERC”) and the Nuveen Global Cities REIT, Inc., a Maryland Corporation (“Client”).

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
Assignment of Purchase and Sale Agreement • June 18th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Assignment of Purchase and Sale Agreement (“Assignment”) is executed effective as of June 15, 2018, 2018 (the “Effective Date”), by and between THRE GLOBAL INVESTMENTS LLC, a Delaware limited liability company (“Assignor”), and NR DEFOOR HILLS LLC, a Delaware limited liability company (“Assignee”).

AMENDMENT NO. 3 TO VALUATION SERVICES AGREEMENT
Valuation Services Agreement • October 11th, 2024 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Amendment No. 1 (“Amendment”) is dated as of January 25, 2023 (the “Effective Date”) is made between Nuveen Global Cities REIT, Inc. (“Client”) and SitusAMC Real Estate Valuation Services, LLC (formerly, RERC, LLC) (“SitusAMC”) and amends that certain Valuation Services Agreement between Client and SitusAMC dated December 14, 2017 (“VSA”). Capitalized terms used but not defined herein shall have the meaning set forth in the VSA.

INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT
Incremental Revolving Commitment Assumption Agreement • June 17th, 2019 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

THIS INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT, dated as of June 11, 2019 (this “Agreement”), is among NUVEEN GLOBAL CITIES REIT OP, LP, a Delaware limited partnership (the “Borrower”), NUVEEN GLOBAL CITIES REIT, INC., a Maryland corporation (“Parent”), the other Loan Parties solely for the purpose of Section VI hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacities, the “Agent”), and each of the Lenders party hereto.

AMENDMENT TO VALUATION SERVICES AGREEMENT
Valuation Services Agreement • January 24th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Iowa

This Amendment shall be effective as of December 15, 2017, and updated to include additional service offerings to the Agreement. Addendum A of this Amendment is hereby added and incorporated into the Agreement and shall constitute an integral part thereof.

FIRST AMENDMENT AND INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT
Revolving Commitment Assumption Agreement • December 20th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT AND INCREMENTAL REVOLVING COMMITMENT ASSUMPTION AGREEMENT, dated as of December 17, 2018 (this “Agreement”), is among NUVEEN GLOBAL CITIES REIT OP, LP, a Delaware limited partnership (the “Borrower”), NUVEEN GLOBAL CITIES REIT, INC., a Maryland corporation (“Parent”), the other Loan Parties solely for the purpose of Section VII hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacities, the “Agent”), and each of the Lenders (including, without limitation, the Additional Lenders (defined below)).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Arizona

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated and made as of December , 2017, by and between THE REALTY ASSOCIATES FUND X, L.P., a Delaware limited partnership, with an office at 28 State Street, 10th Floor, Boston, Massachusetts 02109 (“Seller”), and NR 844 NORTH LLC, a Delaware limited liability company, with an office at c/o Teacher’s Insurance and Annuity Association of America, 730 Third Avenue, New York, New York 10017 (“Purchaser”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 28th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Texas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between TASR Property Owner, Ltd., a Texas limited partnership (“Seller”), and THRE Global Investments LLC, a Delaware limited liability company (“Purchaser”).

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • October 17th, 2019 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) effective as of October 14, 2019, is by and between Nuveen Global Cities REIT, Inc. (the “Company”), Nuveen Global Cities REIT OP, LP (the “Operating Partnership”) and Nuveen Real Estate Global Cities Advisors, LLC (the “Advisor”).

FOURTH AMENDMENT TO REAL ESTATE PURCHASE CONTRACT
Real Estate Purchase Contract • October 30th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Fourth Amendment to Real Estate Purchase Contract (“Amendment”), is entered into and made effective as of October 3, 2018 by and between MAIN STREET KINGWOOD, LTD. (“Seller”), and THRE GLOBAL INVESTMENTS, LLC (“Purchaser”, and collectively with Seller, herein referred to as the “Parties”).

REAL ESTATE PURCHASE CONTRACT (this “Contract”)
Real Estate Purchase Contract • October 30th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Texas
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
Assignment and Assumption of Purchase and Sale Agreement • October 30th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made to be effective as of the 25th day of October, 2018, by and between THRE Global Investments, LLC, a Delaware limited liability company, with an address at c/o Teachers Insurance and Annuity Association of America, 730 Third Avenue, New York, New York 10017 (“Assignor”), and NR MAIN STREET AT KINGWOOD LLC, a Delaware limited liability company, with an address at c/o Teachers Insurance and Annuity Association of America, 730 Third Avenue, New York, New York 10017 (“Assignee”).

NUVEEN GLOBAL CITIES REIT OP, LP
Nuveen Global Cities • September 18th, 2024 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts
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SECOND AMENDMENT TO REAL ESTATE PURCHASE CONTRACT
Real Estate Purchase Contract • October 30th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Second Amendment to Real Estate Purchase Contract (“Amendment”), is entered into and made effective as of September 19, 2018 by and between MAIN STREET KINGWOOD, LTD. (“Seller”), and THRE GLOBAL INVESTMENTS, LLC (“Purchaser”, and collectively with Seller, herein referred to as the “Parties”).

Contract
Valuation Services Agreement • June 21st, 2024 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

WHEREAS, SitusAMC Real Estate Valuation Services, LLC, an Iowa limited liability company (“SitusAMC”) and Nuveen Global Cities REIT, Inc., a Maryland Corporation (“Client”) entered into a valuation services agreement dated December 14, 2017, as amended (the “Agreement”).

AMENDMENT NO. 4 TO VALUATION SERVICES AGREEMENT
Valuation Services Agreement • September 4th, 2024 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Amendment No. 4 (“Amendment”) dated as of August 29, 2024 is made between Nuveen Global Cities REIT, Inc. (“Client”) and SitusAMC Real Estate Valuation Services, LLC (“SitusAMC”) and amends that certain Valuation Services Agreement between Client and SitusAMC dated December 14, 2017 (“VSA”).

GUARANTY
Guaranty • October 30th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

THIS GUARANTY dated as of October 24, 2018 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among NUVEEN GLOBAL CITIES REIT OP, LP (the “Borrower”), NUVEEN GLOBAL CITIES REIT, INC. (“Parent”), the financial institutions party thereto (including any financial institution which joined pursuant to Section 2.17 thereof) and their assignees under Section 13.5. thereof (the “Lenders”), the Administrative Agent, a

AMENDED AND RESTATED GUARANTY
Nuveen Global Cities REIT, Inc. • April 1st, 2022 • Real estate investment trusts • New York

THIS AMENDED AND RESTATED GUARANTY dated as of September 30, 2021 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among NUVEEN GLOBAL CITIES REIT OP, LP (the “Borrower”), NUVEEN GLOBAL CITIES REIT, INC. (“Parent”), the financial institutions party thereto (including any financial institution which joined pursuant to Section 2.17 thereof) and their assignees under Section 13.5 thereof (

COST REIMBURSEMENT AGREEMENT
Cost Reimbursement Agreement • July 10th, 2019 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Cost Reimbursement Agreement (this “Agreement”) dated as of the 9th day of July, 2019 is made by and among each of Nuveen Global Cities REIT, Inc., a Maryland corporation (the “Company”), Nuveen Securities, LLC, a Delaware limited liability company (the “Dealer Manager”) (collectively, the “Issuer Entities”), and American Enterprise Investment Services Inc. (“AEIS”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Selected Dealer Agreement (as defined below).

2282 & 2300 DEFOOR HILLS ROAD PURCHASE AND SALE AGREEMENT BETWEEN SWH WYATT DEFOOR HILLS LLC, a Georgia limited liability company, and SWH WYATT 2282 DEFOOR HILLS LLC, a Georgia limited liability company collectively, AS SELLER AND THRE GLOBAL...
Purchase and Sale Agreement • June 18th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • Georgia

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 15th day of May, 2018 (the “Effective Date”), by and among SWH WYATT DEFOOR HILLS LLC, a Georgia limited liability company (“2300 Seller”), and SWH WYATT 2282 DEFOOR HILLS LLC, a Georgia limited liability company (“2282 Seller”; 2300 Seller and 2282 Seller being collectively known as, “Seller”), and THRE GLOBAL INVESTMENTS LLC, a Delaware limited liability company (“Purchaser”).

FIRST AMENDMENT TO REAL ESTATE PURCHASE CONTRACT
Real Estate Purchase Contract • October 30th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This First Amendment to Real Estate Purchase Contract (“Amendment”), is entered into and made effective as of September 7, 2018 by and between MAIN STREET KINGWOOD, LTD. (“Seller”), and THRE GLOBAL INVESTMENTS, LLC (“Purchaser”, and collectively with Seller, herein referred to as the “Parties”).

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
Assignment of Purchase and Sale Agreement • June 28th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Assignment of Purchase and Sale Agreement (“Assignment”) is executed effective as of June 25, 2018 (the “Effective Date”), by and between THRE GLOBAL INVESTMENTS LLC, a Delaware limited liability company (“Assignor”), and NR TACARA AT STEINER RANCH LLC, a Delaware limited liability company (“Assignee”).

THIRD AMENDMENT TO REAL ESTATE PURCHASE CONTRACT
Real Estate Purchase Contract • October 30th, 2018 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts

This Third Amendment to Real Estate Purchase Contract (“Amendment”), is entered into and made effective as of September 28, 2018 by and between MAIN STREET KINGWOOD, LTD. (“Seller”), and THRE GLOBAL INVESTMENTS, LLC (“Purchaser”, and collectively with Seller, herein referred to as the “Parties”).

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